Common use of In-Licensed IP Clause in Contracts

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. 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 Merck or any of its Affiliates by a Third Party (“In-Licensed IP”) pursuant to a contract to which such Third Party and Organon Merck (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 Organon or its Affiliates, Merck Organon shall, and shall ensure its Affiliates, comply with the applicable obligations and other terms and restrictions of such Third Party In-License, (ii) Merck Organon and its Affiliates shall only use the In-Licensed IP to the extent necessary in accordance with this Agreement, and (iii) Organon Merck 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 Organon and its Affiliates any rights and benefits under the Third Party In-License. Except as otherwise set out in this Agreement, Organon Merck does not (and does not purport to) assign or grant any rights or licenses in the In-Licensed IP to Merck Organon 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 Organon or any of its Affiliates materially breaches the terms of a Third Party In-License, then Organon Merck may, upon written notice to Merck Organon and without liability to Organon Merck or any of its Affiliates, suspend or terminate MerckOrganon’s or its Affiliates’ access to the applicable In-Licensed IP that is the subject of such Third Party In-License.