Third Party Obligations Clause Samples
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Third Party Obligations. (a) Subject to Section 9.5(c) in the event that Hookipa enters into an agreement with a Third Party after the Effective Date pursuant to which Hookipa in-licenses or otherwise acquires Control of Patent Rights, Know-How, or other intellectual property rights that would constitute Licensed Technology for purposes of this Agreement, then Hookipa shall promptly provide Gilead with notice and a copy of the applicable license or other agreement with the Third Party, together with a schedule of obligations under any such Hookipa Third Party Agreement applicable to sublicensees, including any payment obligations: (A) specifically attributable to the grant of a sublicense to Gilead to the Patent Rights, Know-How, or other intellectual property rights that would constitute Licensed Technology for purposes of this Agreement; or (B) arising thereunder solely as a result of Gilead’s activities under this Agreement in its capacity as a sublicensee of Hookipa under such Hookipa Third Party Agreement (such payment obligations pursuant to (A) and (B), collectively the “Sublicense Payments”). Within [***] days following receipt of such notice, Gilead shall decide, in its sole discretion, whether or not to accept such Patent Rights, Know-How, or other intellectual property as Licensed Technology licensed under this Agreement and provide Hookipa written notice of such decision. In the event of acceptance: (i) such Patent Rights, Know-How, or other intellectual property shall constitute Licensed Technology licensed to Gilead under this Agreement; (ii) such agreement shall thereafter be included within the definition of Hookipa Third Party Agreements; (iii) Gilead shall be responsible for all Sublicense Payments; and (iv) Schedule 9.5(a) shall be deemed amended to add such schedule of obligations applicable to sublicensees and Gilead, in its capacity as a sublicensee, shall be obligated to comply with such obligations. In the event that Gilead does not accept such Third Party agreement as a Hookipa Third Party Agreement (including by failing to respond within such [***]-day period): (x) Gilead and its Affiliates shall have no obligations with respect to such Third Party agreement; and (y) Hookipa shall have no obligation to grant any rights to Gilead under such Third Party agreement.
(b) Notwithstanding Section 9.5(a), Hookipa shall remain solely responsible for the payment of royalties, milestones, and other payment obligations under the Hookipa Third Party Agreements set for...
Third Party Obligations. In consideration of the rights and licenses granted to Licensee under this Agreement, Licensee agrees to the following:
Third Party Obligations. Executive acknowledges that the Company from time to time may have agreements with other persons or entities which impose obligations or restrictions on the Company regarding development-related work made during the course of work thereunder or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company.
Third Party Obligations. This Agreement is made solely for the benefit of the Parties named in this Agreement, and is not intended to create rights or any cause of action in any third parties, including without limitation, the Students.
Third Party Obligations. (a) Except as provided in the subsequent sentence and in Section 8.4(b), Infinity and the Infinity Related Parties shall be responsible, at their own expense, for obtaining any required licenses from a Third Party to Patent Rights, that, in the absence of such license, would be infringed by the manufacture, use, offer for sale, sale or import of a particular Product in a particular country. In the event that Infinity or an Infinity Related Party (i) reasonably determines in good faith that, in order to avoid infringement of any patent not licensed hereunder, it is required to obtain a license from a Third Party to any Patent Right that, in the absence of such license, would be infringed by the manufacture, use, offer for sale, sale or import of such Product in a particular country (including in connection with the settlement of a patent infringement claim), (ii) shall be subject to a final court or other binding order or ruling requiring any payments, including the payment of a royalty to a Third Party patent holder in respect of future sales of any Product in a country in the Territory, or (iii) makes any payment of license fees, milestone payments and/or royalties with respect to a sublicense under Research Agreement Intellectual Property, as applicable, then Infinity may deduct fifty percent (50%) of the amount paid by Infinity or an Infinity Related Party to such Third Party that is reasonably and appropriately allocable to such Product against Royalties due to Intellikine by Infinity with respect to such Product in such country in any Calendar Quarter; provided, however, that in no event will the deduction under this Section 8.4(a) and any adjustment under Section 9.2(c)(i) cause the Royalties due to Intellikine in such Calendar Quarter with respect to such Product in such country to be less than fifty percent (50%) of the Royalties calculated under Section 8.3 without any such deduction and/or adjustment.
(b) Intellikine will be responsible for royalty obligations and all other payments, including milestones, sublicense income and patent prosecution and enforcement payments (except as provided in Section 8.1(b)), to license the Navy Patent Rights under the Navy Agreement, to license the UCSF Intellectual Property and UCSF Other Patent Rights under the UCSF Agreement, and to license or obtain rights under any other Patent Rights or Know-How included in the Intellikine Intellectual Property, Intellikine Background Technology or Intellikine Other Techno...
Third Party Obligations. Employee acknowledges that the Company from time to time may have agreements with other person or entities or with government or other agencies that impose obligations or restrictions on the Company regarding Inventions, Confidential Information or Work Product created by Employee or the Company during the course of work thereunder, or regarding the confidential nature of the work or confidential information of the third party disclosed during or used as part of such work. Employee agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder.
Third Party Obligations. Client shall be solely responsible for payment to its affiliated artists, licensees, producers and other persons responsible for any recordings distributed under this Agreement. Client shall also be responsible for payments required by Client to collective bargaining agreements, third-party licenses and music publishing licenses and royalties pertaining to Client Content.
Third Party Obligations. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the OWNER or the ENGINEER.
Third Party Obligations. 3.1. The THIRD PARTY shall:-
3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement;
3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and
3.1.3. make no commercial use of the Confidential Information or any part thereof.
3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.
Third Party Obligations. 14.1 If the Producer undertakes or arranges the manufacture of Karaoke Product for any other party (whether a third party, a licensee or affiliate) and/or acts as a distributor on behalf of a third party, the Producer must inform the Society in writing of the identity of that party.
14.2 On compliance with clause 14.1, the Society confirms that it will not seek to recover royalties from or pursue any other remedy against the Producer in relation to such Karaoke Product, subject to the provisions of clause 14.4, unless it is notified by the third party and is satisfied that, as between the Producer and that third party, the Producer has the obligation to obtain licences for Musical Works (including Repertoire Works) included on Karaoke Product Released (or intended to be so Released) for sale or subsequent rental to the public.
14.3 The Producer ▇▇▇▇▇▇ agrees that it will not undertake or arrange the manufacture of Karaoke Product reproducing one or more Repertoire Works for any third party which either:
14.3.1 does not have a current agreement with the Society (in this form) unless the Society has expressly authorised the Producer to carry out or arrange the same, such authorisation not to be unreasonably withheld or delayed; or
14.3.2 is in material breach of such an agreement, if the Society has notified the Producer of that breach and required the Producer to cease undertaking or arranging such pressing until such breach is rectified.
14.4 The Producer agrees that it will bear joint responsibility with the third party for any manufacture and/or distribution carried out in contravention of clause 14.3.
14.5 In all cases, the Producer shall use its best endeavours to ensure that the Society has every facility for checking manufacture undertaken or arranged for third parties. Where the relevant Karaoke Product reproduces one or more Repertoire Works, the Producer shall send to the Society copies of the relevant delivery or despatch notes or equivalent documentation including but not limited to the Catalogue Number, the quantities despatched and the name and address of the person, firm or company to whom they were despatched.