Future Third Party Agreements Sample Clauses

Future Third Party Agreements. (a) If, after the Effective Date, either Party enters into a license agreement in which it would Control any Patents or Know-How licensed from a Third Party that would fall under the definitions of (i) in the case of MacroGenics, MacroGenics Licensed Patents or MacroGenics Licensed Know-How, or (ii) in the case of Zai, Zai Licensed Patents or Zai Licensed Know-How (each, an “Future Third Party Agreement”), then such licensee Party (the “In-License Party”) shall promptly notify the other Party in writing of the terms and conditions of such Future Third Party Agreement, including a description of such Patents or Know-How, any restrictions on use, obligations required to be undertaken by, or otherwise applicable to, any (sub)license and any Triggered Third Party Payment that would be payable if the other Party elects to obtain a sublicense under such Patents or Know-How; and upon the other Party’s reasonable written request, provide a copy of such Future Third Party Agreement, provided that the licensee Party shall have the right to redact confidential, proprietary or sensitive information from such copy.
Sample 1
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Future Third Party Agreements. Notwithstanding Section 6.11 of the Agreement to the contrary, Sanofi shall be solely responsible for in-licensing or acquiring rights to any Patent that: (a) is not Controlled by either Party; (b) covers (i) a Target Invention with respect to Mir-21, (ii) a Compound Invention with respect to any Mir-21 Compound, (iii) a Method Invention with respect to any Mir-21 Compound or (iv) a Formulation Invention with respect to any Mir-21 Compound; and (c) Sanofi determines in its sole discretion is, or is likely to be, necessary for the Development or Commercialization of any Mir-21 Product. Section 6.11.3 of the Agreement shall not apply to any Future Sanofi Agreement. Notwithstanding Section 6.12 of the Agreement to the contrary, In-License Royalties, In-License Milestones and Other In-License Payments payable to Licensors under any Future Sanofi Agreement with respect to Mir-21 Products shall be allocated 100% to Sanofi, and Sanofi shall not have the right to reduce any amounts payable to Regulus under the Amended Agreement by reason of any such In-License Royalties, In-License Milestones and Other In-License Payments. Regulus shall have no obligation or liability whatsoever with respect to any such In-License Royalties, In-License Milestones or Other In-License Payments. 6.6
Sample 1
Future Third Party Agreements. The following shall not constitute “Third Party CNS Agreements” for purposes of this Master Agreement: (i) any agreement between a Party and a contractor, contract research organization, contract manufacturer or other Third Party, under which such Third Party only performs contract services on behalf of such Party, for the research, development or manufacture of siRNAs delivered to the CNS and for which no product-related commercial rights are granted or (ii) any agreement between a Party and an academic institution or non-profit institution, under which such Party and such institution collaborate with respect to the research, development or manufacture of siRNAs delivered to the CNS and for which no product-related commercial rights are granted.
Sample 1
Future Third Party Agreements. (i) After the Effective Date, if (A) Licensor or any of its Affiliates, in its sole discretion, determines to enter into any agreement with one or more Third Parties whereby IMI gains rights in or to any Patent Rights or Technology that would amount to Licensed Patents or Licensed Know-How, respectively, hereunder, and (B) the practice of such Patent Rights and Technology in the Field by IMI or any of its Sublicensees would give rise to royalties payable by Licensor or its applicable Affiliates, then such Patent Rights and Technology shall only be treated as "Controlled" and thus Licensed Patents and Licensed Know-How hereunder if and only if IMI agrees by amendment to this Agreement to reimburse Licensor and such Affiliate for the amount payable to such Third Party for activities by IMI and its Sublicensees.
Sample 1
Future Third Party Agreements 
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Related to Future Third Party Agreements

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • 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.

  • Contract (Rights of Third Parties) Xxx 0000 22.1 No person who is not a party to this Grant Agreement shall have the right to enforce any of its terms.

  • Third-Party Agreements and Rights The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Disclosure to Third Parties (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party:

  • Contracts (Rights of Third Parties ACT 1999 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Notice to Third Parties Licensee shall give written notice, prior to the first sale of Licensed Product, to any Third Party to which it sells Licensed Product of the restrictions contained in this Section 5, and Licensee shall use its best endeavors, without prejudice to any other provision of this Agreement, to ensure that such Third Parties will undertake to abide by the restrictions contained in this Section 5 and will assist the MPP and Pfizer in securing compliance with this Section 5 and the restrictions which it contemplates.

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