New Third Party Technology Clause Samples
The "New Third Party Technology" clause defines how technology, software, or tools developed or provided by external parties after the agreement's effective date are handled within the contractual relationship. Typically, this clause outlines the conditions under which such third-party technology may be introduced, used, or integrated into the project, and may specify requirements for notification, approval, or licensing. Its core function is to clarify ownership, usage rights, and responsibilities regarding new external technologies, thereby preventing disputes and ensuring both parties understand how such technology can be incorporated during the contract term.
New Third Party Technology. Following the Effective Date, if either party believes that technology related to the Field that is owned or controlled by Third Parties would be necessary or useful for the Research or to achieve the purpose of this Agreement, Geron and P&U will consult regarding licensing or acquiring such technology. The determination of whether such licenses and/or acquisitions shall be sought, the party that shall approach and * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. negotiate with such Third Parties, and the terms of any agreements with such Third Parties, including, without limitation, payments for sponsored research, shall be made by the JRC. Subject to the Three-Way Agreement, the cost of obtaining any licenses so approved by the JRC and the payment of any fees or royalty obligations thereunder shall be borne by [*]. If the JRC does not approve the license or acquisition of such technology, either party shall be permitted to acquire or obtain a license to any such Third Party technology at its own cost and without the other party's permission. Both parties shall be obligated to inform the other of such licensing or acquisition opportunities. Neither party shall be obligated to grant any sublicense to such Third Party technology to the other party after the Effective Date unless the other party agrees to pay an agreed upon portion of such costs and royalties. Exhibit 1.6 illustrates the parties' intent concerning the meaning of certain provisions of Sections 4.5 and 4.6.
New Third Party Technology. (a) If, SKK or Crinetics becomes aware of any Patent owned by a Third Party that Covers a Compound or Licensed Product in the Field in the Territory or any other Patent owned by a Third Party that would be infringed by Exploiting the Licensed Product in the Field in the Territory, it shall notify the other Party in writing of such Patent. [***].
(b) If, after the Effective Date, Crinetics acquires from a Third Party any subject matter within the Licensed IP (“New Technology”) that is subject to royalty, milestone or other payment obligations to such Third Party, then Crinetics shall so notify SKK and the following shall apply:
(i) [***].
(ii) [***].
New Third Party Technology. Following the Effective Date, if either Party believes that technology related to Products that is Controlled by a Third Party would be valuable or necessary to achieve the purpose of this Agreement, then that Party will inform the other Party of the nature of the technology and its relevance to Products. BMG shall determine whether a license or acquisition of such technology for use in the Field shall be sought, and BMG shall have the first right to approach and negotiate with such Third Parties regarding the terms of any such license or acquisition, including, without limitation, payments for sponsored research, provided, however, that any terms which affect Geron in any manner are subject to Geron's prior written approval. In no event does BMG have any authority, express or implied, to bind Geron in any manner with respect to any Third Party. The cost of obtaining any licenses and the payment of any fees or royalty obligations thereunder shall be borne by BMG, provided, however, that Geron shall not be sublicensed to use such technology by action of this Agreement unless such sublicense does not increase the cost of such license to BMG. BMG shall be permitted to acquire or obtain a license to any such Third Party technology at its own cost and
New Third Party Technology