Additional Third Party Development Technology Clause Samples

Additional Third Party Development Technology. Neither Party shall have any obligation to use any Patent Rights (other than the Licensed Patent Rights, Joint Patent Rights or DS Patent Rights) in connection with the Development or Commercialization of any Collaboration Compound or Licensed Product, and each Party hereby agrees that, except as provided in the Global Development Plan or as agreed to between the Parties following a proposal submitted in accordance with this Section 6.5.2, it shall not use any Technology owned or controlled by a Third Party (“Third Party Development Technology”) in the Development and/or Commercialization of any Collaboration Compound or Licensed Product if the other Party would thereby be required to pay a royalty or other compensation to the Third Party holder of rights to that Technology in connection therewith. Either Party may at any time during the Term submit to the other Party and to the JDC a proposal to license Third Party Development Technology that such party reasonably believes would be necessary or useful in order to Develop or Commercialize any Collaboration Compound or Licensed Product. Such proposal shall contain, at a minimum, information supporting the rationale for such license from a scientific, regulatory and commercial standpoint, an estimated Development critical path and a good faith estimate of the cost of such license. Any decision with respect to the license of any such Third Party Development Technology shall be a Unanimous Decision for purposes of this Agreement. If, in making any such Unanimous Decision, the JDC is unable to reach a determination with respect to any issue relating to a proposed license agreement, then such issue shall be resolved in accordance with the procedures set forth in Section 2.1.5. If such issue cannot be resolved pursuant to Section 2.1.5, then neither Party shall proceed with the activities in the conduct of the Development Program to the extent doing so would infringe such Third Party Development Technology. If the JDC determines, as a Unanimous Decision, that a license to such Third Party Development Technology should be obtained, (a) unless otherwise determined by the JDC, the Party that submitted the proposal shall be responsible for negotiating and executing such license agreement and (b) the Parties shall * for * percent (*%) of the * in such license agreement with respect to the license of such Third Party Development Technology.