Common use of Incorporated Materials Clause in Contracts

Incorporated Materials. Should either Party incorporate into Developed Materials any intellectual property subject to third party patent, copyright or license rights, any ownership or license rights granted herein with respect to such Materials shall be limited by and subject to any such patents, copyrights or license rights; provided that, prior to incorporating any such intellectual property in any Materials, the Party incorporating such intellectual property in the Materials has disclosed this fact and obtained the prior approval of the other Party, and provided further that, each Party’s obligation to disclose patented subject matter of a third party is based on such Party’s knowledge after exercising reasonable due diligence (not including patent searches unless the information available would reasonably lead such Party to believe that a patent search is required).