Licenses of Necessary Third Party IP Sample Clauses

Licenses of Necessary Third Party IP. During the Term, NovaMedica shall be responsible for obtaining licenses of any Necessary Third Party IP for the NovaMedica Territory that it does not Control, and shall notify Clearside in writing and provide Clearside with a copy of any license of Necessary Third Party IP entered into by NovaMedica after the Effective Date. If, during the Term, Clearside obtains a license to Necessary Third Party IP for the NovaMedica Territory that is not already Controlled by NovaMedica or Clearside, then Clearside shall notify NovaMedica in writing and include in such notification a summary of such Necessary Third Party IP, the commercial and sublicensing terms of the license and any other relevant information together with a copy of the fully executed license. NovaMedica will have sixty (60) days thereafter to notify Clearside of its desire to obtain a sublicense to such Necessary Third Party IP. Upon receipt of such written notice from NovaMedica, Clearside shall grant to NovaMedica a sublicense of such Necessary Third Party IP, which shall include terms that pass through Clearside’s costs of granting such sublicense as well as any terms that Clearside is required to impose on its Sublicensees pursuant to the relevant in-license, but shall include no incremental compensation to Clearside. Upon execution of such supplemental agreement, Clearside’s license of such Necessary Third Party IP will be deemed a Clearside In-License, Schedule A will be updated accordingly. The Parties agree that this Section 2.4 shall not apply to the Existing Clearside In-License.
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Licenses of Necessary Third Party IP. 2.4.1 During the Term, Aura may obtain, at its cost and expense, any licenses of any Necessary Third Party IP for the Territory that it does not Control.
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Licenses of Necessary Third Party IP. During the Term, Argos shall be responsible for obtaining licenses of any Necessary Third Party IP for Argos Territory and Green Cross Territory; [**], Green Cross [**], and shall [**] and [**] Argos [**] after the Effective Date. If, [**], Argos [**] Green Cross [**] Green Cross or Argos, [**] Argos [**] Green Cross [**]. Green Cross will have [**] Argos [**]. If [**], Argos [**] Green Cross [**], which shall [**]. Green Cross [**] Argos [**] Green Cross [**] Green Cross [**] Argos [**], Argos’ [**], and Argos will [**] Green Cross [**].
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Licenses of Necessary Third Party IP. During the Term Monsanto shall be responsible for obtaining licenses of any Necessary Third Party IP that it does not Control (other than Necessary Third Party IP sublicensed to Monsanto under this Agreement pursuant to a Listed Alnylam Third Party Agreement). If during the period ending thirty (30) months after the Effective Date Alnylam obtains Control, pursuant to an in-license, to what Alnylam reasonably believes is Necessary Third Party IP and that is not already Controlled by Alnylam, then Alnylam shall notify Monsanto in writing and include in such notification a summary of such Necessary Third Party IP, the commercial and sublicensing terms of the license and any other relevant information. Monsanto will have [**] days thereafter to notify Alnylam of its desire to obtain a sublicense to such Necessary Third Party IP. Upon receipt of such written notice from Monsanto, Alnylam shall grant to Monsanto a sublicense of such Necessary Third Party IP on terms and conditions to be negotiated in good faith and mutually agreed by the Parties, which shall include terms that pass through to Monsanto Alnylam’s costs of granting such sublicense as well as any terms that Alnylam is required to impose on its sublicensees pursuant to the relevant in-license.
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Licenses of Necessary Third Party IP. During the Term, MEDcell shall be responsible for obtaining licenses of any Necessary Third Party IP for the Territory that it does not Control (other than Necessary Third Party IP for the Territory sublicensed to MEDcell pursuant to an Argos In-License), and shall notify Argos in writing and provide Argos with a copy of any license of Necessary Third Party IP entered into by MEDcell after the Effective Date. If, during the Term, Argos obtains a license to Necessary Third Party IP for the Territory that is not already Controlled by MEDcell or Argos, then Argos shall notify MEDcell in writing and include in such notification a summary of such Necessary Third Party IP, the commercial and sublicensing terms of the license and any other relevant information together with a copy of the fully executed license. MEDcell will have [**] days thereafter to notify Argos of its desire to obtain a sublicense to such Necessary Third Party IP. Upon receipt of such written notice from MEDcell, Argos shall grant to MEDcell a sublicense of such Necessary Third Party IP, which shall include any terms that Argos is required to impose on its Sublicensees pursuant to the relevant in-license, but shall include no incremental compensation to Argos. Upon execution of such supplemental agreement, Argos’ license of such Necessary Third Party IP will be deemed an Argos In-License and Schedule D will be updated accordingly.
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Licenses of Necessary Third Party IP. During the Term, China Company shall be responsible for obtaining licenses of any Necessary Third Party IP for the China Company Territory that it does not Control (other than Necessary Third Party IP for the China Company Territory sublicensed to China Company pursuant to an Argos In-License), and shall notify Argos in writing and provide Argos with a copy of any license of Necessary Third Party IP entered into by China Company after the Effective Date. If, during the Term, Argos obtains a license to Necessary Third Party IP for the China Company Territory that is not already Controlled by China Company or Argos, then Argos shall notify China Company in writing and include in such notification a summary of such Necessary Third Party IP, the commercial and sublicensing terms of the license and any other relevant information. China Company will have [**] days thereafter to notify Argos of its desire to obtain a sublicense to such Necessary Third Party IP. Upon receipt of such written notice from China Company, Argos shall grant to China Company a sublicense of such Necessary Third Party IP, which shall include terms that pass through Argos’ costs of granting such sublicense as well as any terms that Argos is required to impose on its sublicensees pursuant to the relevant in-license, but shall include no incremental compensation to Argos. Upon execution of such supplemental agreement, Argos’ license of such Necessary Third Party IP will be deemed an Argos In-License, Schedule D will be updated accordingly, and Argos will provide China Company a copy of such In-License. The Parties agree that this Section 2.4 shall not apply to any In-Licenses entered into by either Party or its Affiliates prior to the Effective Date of this Agreement.
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Licenses of Necessary Third Party IP. During the Term, Pharmstandard shall be responsible for obtaining licenses of any Necessary Third Party IP for the Pharmstandard Territory that it does not Control (other than Necessary Third Party IP for the Pharmstandard Territory sublicensed to Pharmstandard pursuant to an Argos In-License), and shall notify Argos in writing and provide Argos with a copy of any license of Necessary Third Party IP entered into by Pharmstandard after the Effective Date. If, during the Term, Argos obtains a license to Necessary Third Party IP for the Pharmstandard Territory that is not already Controlled by Pharmstandard or Argos, then Argos shall notify Pharmstandard in writing and include in such notification a summary of such Necessary Third Party IP, the commercial and sublicensing terms of the license and any other relevant information together with a copy of the fully executed license. Pharmstandard will have [**] days thereafter to notify Argos of its desire to obtain a sublicense to such Necessary Third Party IP. Upon receipt of such written notice from Pharmstandard, Argos shall grant to Pharmstandard a sublicense of such Necessary Third Party IP, which shall include terms that pass through Argos’ costs of granting such sublicense (subject to the applicable provisions of Section 3.1.4) as well as any terms that Argos is required to impose on its Sublicensees pursuant to the relevant in-license, but shall include no incremental compensation to Argos. Argos shall use commercially reasonable efforts to ensure that the payments imposed on Pharmstandard are consistent with payments imposed in other territories to the extent applicable. Upon execution of such supplemental agreement, Argos’ license of such Necessary Third Party IP will be deemed an Argos In-License, Schedule C will be updated accordingly, and Argos will provide Pharmstandard a copy of such In-License pursuant to Section 6.4. The Parties agree that this Section 2.4 shall not apply to any In-Licenses entered into by either Party or its Affiliates prior to the Effective Date of this Agreement.
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Licenses of Necessary Third Party IP. Kyowa Hakko shall be responsible for obtaining licenses of any Necessary Third Party IP that it does not Control, and shall notify Alnylam in writing and subject to the terms of Section 6.4, provide Alnylam with a copy of any Kyowa Hakko In-License of Necessary Third Party IP entered into by Kyowa Hakko after the Effective Date.
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Related to Licenses of Necessary Third Party IP

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Third Party Intellectual Property 6.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Sublicenses Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Licenses, etc any license, authorisation, consent or approval at any time necessary to enable any Security Party to comply with its obligations under the Security Documents or the Underlying Documents is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect or if any exchange control or other law or regulation shall exist which would make any transaction under the Security Documents or the Underlying Documents or the continuation thereof, unlawful or would prevent the performance by any Security Party of any term of any of the Security Documents or the Underlying Documents; or

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

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