Common use of Third Party In-Licenses Payments Clause in Contracts

Third Party In-Licenses Payments. (a) NRx will be responsible for all payments and undertakings associated with any license agreements under which NRx has obtained rights to any NRx Technology that exist as of the Effective Date, including the In-Licenses. (b) In the event that, after the Effective Date, NRx in-licenses NRx Technology from a Third Party that is Controlled for purposes of the license granted to Alvogen under ‎Section 2.1 but for which NRx would owe payments of any kind under the agreement for such in-licensed NRx Technology on account of any sublicense granted thereunder to Alvogen or its Affiliates or its sublicensees (“NRx Third Party Agreement”), then NRx shall inform Alvogen and shall provide Alvogen with a copy of the applicable NRx Third Party Agreement. If Alvo▇▇▇ ▇▇▇ifies NRx in writing that it wishes to be bound by or assume the rights and obligations of the NRx Third Party Agreement as applicable to Alvogen and this Agreement, then (i) the Know-How or Patents, as applicable, for which NRx obtained a license or rights under the NRx Third Party Agreement shall automatically be included in NRx Technology hereunder and in the licenses and other rights granted to Alvogen hereunder from and after the date of NRx’s receipt of such Alvogen written notice; (ii) if the use or practice of such Know-How or Patents included in the NRx Technology by Alvogen or its Affiliates or sublicensees pursuant to the licenses and other rights granted herein require payment to such Third Party under such NRx Third Party Agreement (“Sublicense Payment”), Alvogen shall be solely responsible for such Sublicense Payment, subject to ‎Section 4.5(d)(iv); and (iii) Alvo▇▇▇ ▇▇▇ees to abide by all terms and conditions of such NRx Third Party Agreement applicable to Alvogen and this Agreement. Otherwise, notwithstanding anything to the contrary in this Agreement, if Alvogen fails to send such required written notice to NRx or otherwise declines a sublicense thereto, the Know-How or Patents subject to any NRx Third Party Agreement shall not be included within the NRx Technology or in any of the licenses and other rights granted to Alvogen and its Affiliates and sublicensees hereunder.

Third Party In-Licenses Payments. (a) NRx Arrowhead will be responsible for all payments and undertakings associated with any license agreements under which NRx has obtained rights related to any NRx the Arrowhead Technology that exist as of the Effective Date, including the In-Licensesexcept as otherwise agreed by GSK in writing. (b) In During the event thatTerm, after the Effective Date, NRx in-licenses NRx Technology from prior to Arrowhead (or any of its Affiliates) entering into any agreement with a Third Party pursuant to which Arrowhead (or its Affiliate) would in-license any Know-How or Patents that is Controlled for purposes of the license granted to Alvogen under ‎Section 2.1 would, but for which NRx would owe payments requirements of any kind under the agreement for Section ‎1.55(b), be deemed to be Arrowhead Technology (such in-licensed NRx Technology on account of any sublicense granted thereunder to Alvogen agreement, if entered into by Arrowhead or its Affiliates or its sublicensees (Affiliate, an “NRx Arrowhead Third Party Agreement”), then NRx shall inform Alvogen and shall Arrowhead will provide Alvogen with a copy written notice to GSK of the applicable NRx Arrowhead’s (or its Affiliate’s) intent to enter into such proposed Arrowhead Third Party Agreement. If Alvo▇▇▇ ▇▇▇ifies NRx in writing that it wishes , along with reasonably detailed information regarding the proposed financial terms, as well as any other material terms applicable to be bound by or assume the rights and obligations of the NRx sublicensees, under such proposed Arrowhead Third Party Agreement as applicable to Alvogen and this Agreement, then (i) the Know-How or Patents, as applicable, for which NRx obtained a license or rights under the NRx Third Party Agreement shall automatically be included in NRx Technology hereunder and in the licenses and other rights granted to Alvogen hereunder from and after the date of NRx’s receipt of such Alvogen written notice; (ii) if the use or practice of such relevant Know-How or Patents included in the NRx Technology owned or otherwise controlled by Alvogen or its Affiliates or sublicensees pursuant to the licenses and other rights granted herein require payment to such Third Party under that are proposed to be included as Arrowhead Technology if GSK elects to take a sublicense with respect to such NRx proposed Arrowhead Third Party Agreement pursuant to Section ‎2.9(b)(ii). (“Sublicense Payment”), Alvogen shall be solely responsible for i) Prior to Arrowhead executing any such Sublicense Payment, subject to ‎Section 4.5(d)(iv); and (iii) Alvo▇▇▇ ▇▇▇ees to abide by all terms and conditions of such NRx proposed Arrowhead Third Party Agreement applicable Agreement, the Parties, through the Patent Working Group, shall confer to Alvogen discuss whether it is in best interest of the Parties, in respect of their respective rights to Develop, Manufacture and this Agreement. Otherwise, notwithstanding anything to Commercialize the contrary Compound and the Products in their respective Territory in accordance with this Agreement, if Alvogen fails for Arrowhead (or its Affiliate) to send enter into such required written notice proposed Arrowhead Third Party Agreement. Arrowhead (or its Affiliate) shall use Commercially Reasonable Efforts to NRx obtain sublicensable rights or otherwise declines a sublicense thereto, licenses under the relevant Know-How or Patents subject pursuant to any NRx such Arrowhead Third Party Agreement shall not be included within on terms substantially consistent with the NRx rights and licenses granted to GSK under the Arrowhead Technology or pursuant to Section ‎2.1 (but, in all cases, in any manner where the financial terms of such proposed Arrowhead Third Party Agreement do not disproportionately disadvantage the Compound or any Product vis-à-vis any other compound or product under such proposed Arrowhead Third Party Agreement); provided that, prior to Arrowhead executing any such Arrowhead Third Party Agreement, the Parties shall, acting reasonably and in good faith, negotiate and mutually agree on GSK’s pro rata share of any payment obligations under such Arrowhead Third Party Agreement that would be applicable to GSK as a sublicensee in the event that GSK elects to take a sublicense under such Arrowhead Third Party Agreement pursuant to Section ‎2.9(b)(ii). (ii) If Arrowhead (or its Affiliate) is successful in obtaining such sublicensable rights or licenses under such Arrowhead Third Party Agreement, GSK shall have the right, by delivery of notice to Arrowhead, to elect to take a sublicense under such relevant Know-How or Patents in-licensed by Arrowhead (or its Affiliate) under such Arrowhead Third Party Agreement, in which case GSK agrees to comply, and other rights granted to Alvogen and will cause its Affiliates and Sublicensees to comply, with any applicable obligations under such Third Party in-licensing agreement that apply to GSK (or its Affiliates or Sublicensees) as sublicensees hereunderthereunder and of which GSK was informed by Arrowhead in writing prior to such election by GSK pursuant to this Section ‎2.9(b)(ii), including any obligation to make GSK’s pro rata share of such payments as mutually agreed by the Parties pursuant to Section ‎2.9(b)(i), subject to the payment terms set forth in Section ‎5.5.

Third Party In-Licenses Payments. (a) NRx Scynexis will be responsible for all payments and undertakings associated with that are due under any license agreements under which NRx has obtained rights related to any NRx Technology the Scynexis Intellectual Property that exist and are Controlled by ▇▇▇▇▇▇▇▇ as of the Effective Date, including all royalties and all payments due under the In-LicensesMerck License that are associated with any sublicense granted thereunder to GSK. (b) In During the event thatTerm, after the Effective Date, NRx in-licenses NRx Technology from prior to Scynexis (or any of its Affiliates) entering into any agreement with a Third Party pursuant to which Scynexis (or its Affiliate) would obtain a license, to any Know-How or Patents that is Controlled for purposes of the license granted to Alvogen under ‎Section 2.1 would, but for which NRx would owe payments requirements of Section ‎1.40(b), be Scynexis Intellectual Property, to Exploit any kind under Compound or Product in the GSK Territory (such agreement for such in-licensed NRx Technology on account of any sublicense granted thereunder to Alvogen with a Third Party, if entered into by Scynexis or its Affiliates or its sublicensees (Affiliate, a “NRx Scynexis Third Party Agreement”), then NRx Scynexis will provide written notice to GSK of Scynexis’s (or its Affiliate’s) intent to enter into such proposed Scynexis Third Party Agreement, along with reasonably detailed information regarding the proposed financial terms, as well as any other material terms applicable to sublicensees, under such proposed Scynexis Third Party Agreement and the relevant Know-How or Patents owned or otherwise controlled by such Third Party that are proposed to be included as Scynexis Intellectual Property if GSK elects to take a sublicense with respect to such proposed Scynexis Third Party Agreement pursuant to Section ‎2.6(d). (c) Prior to Scynexis executing any such proposed Scynexis Third Party Agreement, the Parties shall inform Alvogen and shall provide Alvogen with a copy confer to discuss whether it is in best interest of the applicable NRx Parties, in respect of their respective rights to Exploit any Compound and any Products in their respective Territories, in accordance with this Agreement, for Scynexis (or its Affiliate) to enter into such proposed Scynexis Third Party Agreement. If Alvo▇▇▇ ▇▇▇ifies NRx In the event GSK consents in writing that it wishes to be bound by Scynexis (or assume the rights and obligations of the NRx its Affiliate) entering into such proposed Scynexis Third Party Agreement as applicable to Alvogen and this Agreement, then Scynexis (ior its Affiliate) shall use Commercially Reasonable Efforts to obtain the right to grant to GSK a sublicense, under the licenses that Scynexis receives under the relevant Know-How or PatentsPatents pursuant to such Scynexis Third Party Agreement, as applicable, for which NRx obtained a license or rights on terms substantially consistent with the licenses granted to GSK under the NRx Scynexis Intellectual Property pursuant to Section ‎2.1 (but, in all cases, in any manner where the financial terms of such proposed Scynexis Third Party Agreement do not disproportionately disadvantage any Compound or any Product vis-à-vis any other compound or product under such proposed Scynexis Third Party Agreement). In the event GSK does not provide consent for Scynexis (or its Affiliate) to enter into such proposed Scynexis Third Party Agreement, Scynexis shall automatically be included permitted to enter into such proposed Scynexis Third Party Agreement solely to the extent that Scynexis does not intend to, and will not, use any Know-How or Patent licensed to Scynexis under such Scynexis Third Party Agreement in NRx Technology hereunder and its conduct of any Development activities under this Agreement (it being understood that, in the licenses event that Scynexis or its Affiliate enters into such proposed Scynexis Third Party Agreement in accordance with the foregoing criteria and other rights granted subsequently desires to Alvogen hereunder from use any Know-How or Patents licensed to it under such agreement in its conduct of any Development activities under this Agreement, Scynexis shall notify GSK in writing of the same and after the date of NRx’s receipt of such Alvogen written notice; (ii) if the shall not use or practice of such Know-How or Patents included in the NRx Technology by Alvogen for such activities without GSK’s prior written consent). (d) If Scynexis (or its Affiliates or sublicensees pursuant to the Affiliate) is successful in obtaining such sublicensable licenses and other rights granted herein require payment to such Third Party under such NRx Scynexis Third Party Agreement (“Sublicense Payment”as contemplated in Section ‎2.6(c), Alvogen GSK shall be solely responsible for such Sublicense Paymenthave the right, subject by delivery of notice to ‎Section 4.5(d)(iv); and Scynexis within [***] (iii[***]) Alvo▇▇▇ ▇▇▇ees to abide by all terms and conditions days after the execution of such NRx Scynexis Third Party Agreement applicable to Alvogen and this Agreement. Otherwise, notwithstanding anything to the contrary in this Agreement, if Alvogen fails to send such required written notice elect to NRx or otherwise declines take a sublicense thereto, the under such relevant Know-How or Patents subject to any NRx in-licensed by Scynexis (or its Affiliate) under such Scynexis Third Party Agreement shall not be included within the NRx Technology or Agreement, in any of the licenses which case GSK agrees (i) to comply, and other rights granted to Alvogen and will cause its Affiliates and Sublicensees to comply, with any applicable obligations under such Third Party in-licensing agreement that apply to GSK (or its Affiliates or Sublicensees) as sublicensees hereunderthereunder and (ii) [***]; provided that (1) the Parties shall mutually agree in writing in advance on [***] and (2) GSK shall have the right to [***].