Third Party License. Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).
Third Party License. Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive, or co-exclusive, license to a CRADA Subject Invention made solely by an IC employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(b).
Third Party License. Each party is relieved of its obligations, if any, to (i) deliver the Source Code of a product licensed hereunder or (ii) authorize the creation of Derivative Works or corrections from Source Code hereunder to the extent that fulfilling such obligations would cause such party to breach any third party license agreement entered into by such party after the Effective Date.
Third Party License. In the event that Axon receives a bona fide offer (a “License Offer”) from a third-party to license the Licensed Technology for use in a manner that does not violate the Axon License Restrictions as set forth in Section 3.2 (Exclusivity) of the Agreement, then Axon shall, prior to accepting such offer, [*]. * Confidential Treatment Requested
Third Party License. If Ipsen would be prevented from using, selling or importing Product in any country of the Territory on grounds that by doing so Ipsen would infringe a Valid Claim of Patent Rights held by a Third Party in said country (the “Blocking Third Party IP”), Ipsen shall notify Auxilium and give Auxilium a reasonable opportunity to oppose or otherwise resolve such claim. In the event that Auxilium elects not to oppose the claim or does not successfully obtain any necessary license, Ipsen shall have the right to negotiate directly with such Third Party for a license under the Blocking Third Party IP. If Ipsen licenses the Blocking Third Party IP, then fifty percent (50%) of any royalties on product sales paid by Ipsen to such Third Party in such country with respect to Blocking Third Party IP shall be deducted from any royalty payments payable to Auxilium by Ipsen under the applicable provisions of Section 10.2 provided, however that no ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. such deduction will be more than fifty percent (50%) of any amount due Auxilium in any Calendar Quarter. In case of any litigation relating to Blocking Third Party IP and until final decision of the appropriate court, Ipsen shall be entitled to pay 50% of all royalties due to Auxilium on Net Sales made in the relevant country, into an escrow account opened with a bank to which Auxilium shall have no reasonable objection. Adjustment between monies placed in escrow and monies effectively due to the Third Party and Auxilium pursuant to the preceding paragraph, shall be made in good faith between the Parties in a timely manner.
Third Party License. Each Party shall promptly inform the other Party in writing if it deems that a license of any intellectual property rights owned or Controlled by a Third Party is needed to Commercialize a Collaboration Product or a Unilateral Product for which the other Party is responsible (FTO Notification). If the FTO Notification concerns a Collaboration Product, the Parties will discuss and agree any required or advisable measures in the Joint IP Committee and/or the relevant Joint Steering Committee. If the FTO Notification concerns a Unilateral Product, the respective Continuing Party shall be solely responsible for the course of action but will closely consult with the respective Opt-Out Party.
Third Party License. Pursuant to 15 U.S.C. 3710a(b)(l)(B), if PHS grants an exclusive license to a Subject Invention made wholly by PHS employees or jointly with Collaborator under this CRADA, the Government shall retain the right to require the Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or if the Collaborator fails to grant such a license, to grant the license itself. The exercise of such rights by the Government shall only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the NCI CRADA 01030 action is necessary to meet requirements for public use specified by Federal regulations, and such requirements are not reasonably satisfied by the Collaborator; or (iii) the Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. 3710a(c)(4)(B). The determination made by the Government under this Article is subject to administrative appeal and judicial review under 35 U.S.C. 203(2). Subject to Article 7.4 herein, the Collaborator shall retain ownership in any intellectual property to which the Collaborator has title prior to this CRADA, or which is outside the workscope of this CRADA.
Third Party License. Licensee shall not be charged for the relevant Licensed Patents which are encumbered by a Third Party License (“Pre-Netting”), in a as far as such Third Party License covers the relevant grant of rights set forth herein. Effective as from the termination of the Third Party License, Pre-Netting no longer applies and Licensee shall be fully liable for and pay the respective portion of the royalties for the relevant Licensed Patents as used in Licensed Products as set forth herein.
Third Party License. If the JPC determines that resolution of a matter referred to the JPC pursuant to Section 7.5.1, above, may require obtaining one or more licenses, on commercially reasonable terms, from one or more Third Parties for the Development, Manufacture, or Commercialization of a Product subject to this Agreement (in each case, a “Third Party License”), thereafter Amerimmune shall have the right, but not the obligation, at its sole discretion but after consultation with the JPC, to obtain a Third Party License on commercially reasonable terms.
Third Party License. In the event that Salix or Debiovision identifies any intellectual property rights of a Third Party which it reasonably believes that Salix might infringe upon by the conduct of any Lifecycle Management Plan or Commercialization Plan in respect of the Xxxxxx Product, any New Product or any Combination Product in the Territory it shall promptly notify the other. Salix shall, in its discretion, be responsible for taking a license or otherwise defending any claim or proceeding based on such Third Party patent rights in the Territory on such terms as it may in its sole discretion determine and at [*] cost, expense and liability.
