Future Third Party Sample Clauses

Future Third Party. [***] Licenses. If, during the Collaboration Period, either Party or its Affiliates (the “Identifying Party”) identify a [***] compounds (excluding any [***] technology) not Controlled by a Party (“Related Technology”), the Identifying Party shall notify and disclose to the other Party all available information concerning such Related Technology. After such notice has been provided, the Party receiving such notice shall have thirty (30) days from the date of such notice to notify the Identifying Party of its interest in such Related Technology. If both Parties are interested in such Related Technology, then, regardless of which Party is the Identifying Party, Pharmasset shall, together with Roche, negotiate with the relevant Third Party to obtain rights to the Related Technology and bring it within the scope of the license grant to Roche under Section 2.1 as part of Pharmasset Patent Rights. In furtherance thereof, [***] shall [***], and otherwise [***] associated with [***], except that [***] shall be [***] that are [***]. In the event Pharmasset is the Identifying Party and Roche (i) notifies Pharmasset that it does not desire to bring such Related Technology within the scope of the license grant to Roche, or (ii) fails to notify Pharmasset within such thirty (30) day period of its desire to include the Related Technology as part of the license grant under Section 2.1, Pharmasset may acquire the rights to such Related Technology outside the collaboration and such rights shall not be subject to this Agreement. In the event Roche is the Identifying Party and Pharmasset (i) notifies Roche that it does not desire to enter into a license agreement for such Related Technology, or (ii) fails to notify Roche of its interest in such Related Technology, then Roche may acquire the rights to such Related Technology outside the collaboration and such rights shall not be subject to this Agreement. For clarity, this Section does not apply to any pre-existing licenses and agreements entered into prior to the Effective Date of this Agreement.
Sample 1
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Related to Future Third Party

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • Liability to Third Parties The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

  • Disclosure to Third Parties The Company shall have the right to disclose to third parties, in whatever manner the Company may determine, the fact that this Agreement has been executed, the names of the parties to this Agreement and the terms hereof.

  • Infringement by Third Party (a) Each party will promptly notify the other party of any infringement or possible infringement of any of the Patents or other Licensed Technology. Licensee shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, UM shall cooperate with Licensee, at UM’s expense. Licensee shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on UM or grants any rights to the Licensed Technology which are inconsistent with the rights and obligations of Licensee or UM pursuant to this Agreement, without UM’s written consent.

  • Received From Third Party Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

  • No Third Party Infringement To the Knowledge of the Company, no person has or is infringing or misappropriating any material Company Owned Intellectual Property.

  • RECOVERY FROM THIRD PARTIES 6.1 Where the Sellers have paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for Taxation and the Buyer, the Company is or becomes entitled to recover from some other person (not being the Buyer, the Company or any other company within the Buyer’s Tax Group), any amount in respect of such Liability for Taxation, the Buyer shall or shall procure that the Company shall:

  • Sales to Third Parties Material purchased from the Joint Property by third parties shall be credited by Operator to the Joint Account at the net amount collected by Operator from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in Section 5.2, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective materials or otherwise shall be charged back to the Joint Account if and when paid by Operator.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Third Party “Third Party” shall mean any Person other than a Party or an Affiliate of a Party.

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