In-Licensed IP Clause Samples
In-Licensed IP. Third-Party In-Licensed IP. To the extent any software or intellectual property is provided as part of, or used to perform, any Service or Expense Activity and is licensed to Organon or any of its Affiliates by a Third Party (“In-Licensed IP”) pursuant to a contract to which such Third Party and Organon (or its Affiliate) are parties (a “Third Party In-License”), then: (i) to the extent the terms of such Third Party In-License are provided to or communicated to Merck or its Affiliates, Merck shall, and shall ensure its Affiliates, comply with the applicable obligations and other terms and restrictions of such Third Party In-License, (ii) Merck and its Affiliates shall only use the In-Licensed IP to the extent necessary in accordance with this Agreement, and (iii) Organon makes no representations or warranties of any kind with respect to the In-Licensed IP and shall have no liability with respect to such In-Licensed IP other than to use Commercially Reasonable Efforts to pass through to Merck and its Affiliates any rights and benefits under the Third Party In-License. Except as otherwise set out in this Agreement, Organon does not (and does not purport to) assign or grant any rights or licenses in the In-Licensed IP to Merck or its Affiliates and any proprietary rights vesting in the same shall continue to be held by the applicable Third Party or its licensors. If Merck or any of its Affiliates materially breaches the terms of a Third Party In-License, then Organon may, upon written notice to Merck and without liability to Organon or any of its Affiliates, suspend or terminate Merck’s or its Affiliates’ access to the applicable In-Licensed IP that is the subject of such Third Party In-License.
In-Licensed IP. During the Term, if ▇▇▇▇▇ obtains or wishes to obtain a license from a Third Party that gives or would give Senti Control of any Patent or Know-How that may be necessary for ▇▇▇▇▇▇ to conduct the Research Activities or the IIT in the Territory (such Patent or Know-How, collectively, “In-Licensed IP”), then Senti shall provide ▇▇▇▇▇▇ with written notice of such In-Licensed IP and additional information regarding such In-Licensed IP that ▇▇▇▇▇▇ may reasonably request. If Senti obtains a license under such In-Licensed IP and ▇▇▇▇▇▇ elects to obtain a sublicense to such In-Licensed IP, the Parties shall work together in good faith to amend (a) this Agreement to address the terms under which Senti would grant a sublicense under the In-Licensed IP to ▇▇▇▇▇▇ for the purpose of performing the Research Activities and the IIT in the Territory and (b) Exhibit B to address the terms under which the In-Licensed IP would be sublicensed to ▇▇▇▇▇▇ pursuant to the License Agreement, which shall include an increase to the financials (such increase, if any, “Third Party License Expenses”) solely to cover (i) [*], (ii) [*] and (iii) [*]. In the event that ▇▇▇▇▇▇ obtains (A) a sublicense to particular In-Licensed IP during the Term of this Agreement pursuant to this Section 6.4, (B) makes any Third Party License Expenses payments to Senti, and (C) does not exercise its Option during the Option Period or timely exercises its Option but the Parties do not enter into a License Agreement before the end of the Negotiation Period, then following the end of the Option Period or Negotiation Period (as applicable), Celest’s sublicense to such In-Licensed IP and obligation to pay such Third Party License Expenses shall immediately terminate and Senti shall reimburse ▇▇▇▇▇▇ for (1) if ▇▇▇▇▇▇ did not exercise its Option, [*] of such Third Party License Expenses payments made by ▇▇▇▇▇▇ as described in subsection (B) of this Section 6.4 or (2) if ▇▇▇▇▇▇ timely exercised its Option but the Parties do not enter into a License Agreement before the end of the Negotiation Period, [*] such Third Party License Expenses payments made by ▇▇▇▇▇▇ as described in subsection (B) of this Section 6.4. For clarity, upon ▇▇▇▇▇▇’s request and subject to Senti obtaining the prior written approval from the [*] (defined below), Senti shall grant a sublicense to ▇▇▇▇▇▇ under the intellectual property rights licensed pursuant to the [*] for the purpose of performing the Research Activities and the IIT in the Terr...
In-Licensed IP. In the event that the Development, Manufacture, or Commercialization of the Collaboration Products in accordance with this Agreement requires a Party to obtain the consent of a Third Party to grant a sublicense to the other Party under any Patent Rights or Know-How that would, but for the absence of such consent, be included in the AskBio Core Technology or Selecta Core Technology, as applicable, (a) AskBio will use Commercially Reasonable Efforts to obtain any such consent necessary to include such Patent Rights or Know-How within the AskBio Core Technology and (b) Selecta will use Commercially Reasonable Efforts to obtain any such consent necessary to include such Patent Rights or Know-How within the Selecta Core Technology, promptly upon request by the other Party.