Third Party Improvements definition
Examples of Third Party Improvements in a sentence
Solazyme shall have a continuing obligation to provide reasonable technical assistance, and transfer information regarding Solazyme Know-How to the Company until the Accumulation Termination Date, including in particular Third Party Improvements and Licensed Intellectual Property that was not included in Licensed Intellectual Property as of the Effective Date.
With respect to any and all sublicenses granted to Third Parties by the Company to the Licensed Intellectual Property on or before the Accumulation Termination Date, the Company shall use reasonable efforts to retain Control of any Third Party Improvements made by or on behalf of any such sublicensee such that the Company shall be able to convey to Solazyme grantback rights to any such Third Party Improvement in the Grantback License.
With respect to any and all licenses granted to Third Parties by Solazyme to Solazyme Platform Patents on or before the Accumulation Termination Date, Solazyme shall use reasonable efforts to obtain Control of any Third Party Improvements made by or on behalf of any such sublicensee such that Solazyme shall be able to convey to the Company sublicense rights to any such Third Party Improvement in the License.
Immunocore may sublicense a Third Party Licensee under the Grantback License if and only when such Third Party Licensee grants to Immunocore a license, with the right to sublicense Immunocore licensees (including GNE and Roche) on a non-exclusive basis, under its Third Party Improvements, wherein such license contains terms and confers upon Immunocore and its licensees rights thereto substantially similar to the rights granted by GNE to Immunocore under the Grantback License.
Notwithstanding anything to the contrary contained in this Agreement, the costs of and associated with the Third Party Improvements shall not be included in the Cost Estimate and Owner shall not be required to provide the County with Security for the Third Party Improvements provided that any such Third Party Improvements are otherwise secured, and proof of such security is provided to the County, prior to commencement of construction of the same pursuant to a Third Party Agreement.
Should Owner fail to adequately secure the Third Party Improvements through a Third Party Agreement, Owner will be required to update the Cost Estimate and provide the County with adequate Security for such Third Party Improvement, prior to commencement of construction of the same.
Owner shall indemnify and hold the County harmless and defend the County from all claims which may arise as a result of Owner's installation of the Site Improvements, the Third Party Improvements, and any other agreement or obligation of Owner related to the Site Improvements required pursuant to this Agreement.
Notwithstanding the foregoing, for purposes of this Agreement, royalties paid to Third Parties for the use of Reverse Transcriptase Polymerase Chain Reaction Technology (“RT-PCR”) shall not be deducted from royalty payments due to SPM and HDC, however, royalties paid to Third Parties for the use of Third Party Improvements or products subject to Section 10.3.9(b) shall be so deducted.
The Parties acknowledge and agree that construction of the Third Party Improvements may occur ahead of, concurrently with, or subsequent to the Site Improvements; however, construction and operation of the Third Party Improvements shall be governed by the applicable Third Party Agreement and are not subject to the terms and conditions of this Agreement.
Such royalty shall be determined by good faith negotiation of the parties, and shall be reasonable and proportionate under the circumstances, including without limitation, taking into consideration the status and development of the Product, the amount expended to date by QUEST on such development, and the amount of development still required prior to Commercialization of such Third Party Improvements.