Sublicenses of Third Party Technology Sample Clauses

Sublicenses of Third Party Technology. To the extent that any of the licenses granted herein include sublicenses of technology licensed from a Third Party to a Party, each such sublicense is subject to the terms of the license agreement between such Party and such Third Party.
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Sublicenses of Third Party Technology. The licenses granted herein include sublicenses under any technology applicable to the Field which has been, or during the term of this Agreement is, licensed by a party from any Third Party and is within the Control of such party. For any such Third Party technology licensed by a party [**]such licensing party [**]. The parties agree that COR shall not be required to obtain Kyowa Hakko's consent to obtain a license under technology in the COR Territory and Kyowa Hakko shall not be required to obtain COR's consent to obtain a license under technology in the Asian Territory. No license applicable to Products in the COR Territory shall be entered into except with the consent of COR. No license applicable to Products in the Asian Territory shall be entered into except with the consent of Kyowa Hakko. Except as provided in the second sentence of this paragraph, each party receiving a sublicense of Third Party technology hereunder shall comply with the terms and conditions of such sublicense imposed by the Third Party, including accounting for Net Sales of Products.
Sample 1
Sublicenses of Third Party Technology. The licenses granted herein include sublicenses under any technology applicable to the [*] Field which has been, or during the term of this Amendment is, licensed by a party from any Third Party and is within the Control of such party. [*], if either party believes that technology applicable to the [*] Field and owned or Controlled by a Third Party would be valuable or necessary to the collaboration hereunder, the parties will consult regarding the licensing of such technology. The parties agree that COR shall not be required to obtain Kyowa Hakko's consent to obtain a license under technology in the United States and Kyowa Hakko shall not be required to obtain COR's consent to obtain a license under technology in the Asian Territory, provided that the licensing party provides notice to, and consults with, the other party prior to executing any such license agreement. So long as Kyowa Hakko retains its Option, or the license to be granted upon exercise thereof, no license of Third Party technology applicable to [*] Products in the Joint Territory shall be entered into except by mutual consent of COR and Kyowa Hakko; no such license applicable to [*] Products in the United States shall be entered into except with the consent of COR; and no such license applicable to [*] Products in the Asian Territory shall be entered into except with the consent of Kyowa Hakko. Any running royalties due to Third Parties based on Net Sales of [*] Products or purchases of bulk or finished [*] Product intended for commercial sale shall be paid by Kyowa Hakko in the Asian Territory, be paid by COR in the United States and be an Allowable Expense in the Joint Territory if Kyowa Hakko has exercised the Option (otherwise by COR in the Joint Territory). Except as provided in the previous sentence and in the second sentence of this paragraph, each party receiving a sublicense of Third Party technology hereunder shall comply with the terms and conditions of such sublicense imposed by the Third Party, including accounting for Net Sales of [*] Products.
Sample 1
Sublicenses of Third Party Technology. The licenses granted herein include sublicenses under any patent rights or other technology applicable to the development, manufacture, use or sale of Licensed Products in the Field which have been, or during the term of this Agreement are, licensed by either Party from a Third Party with rights to grant sublicenses. Following the Effective Date of this Agreement if either Party believes that Third Party patent rights or other technology applicable to Licensed Products would be valuable or necessary to the collaboration hereunder, the Parties will consult regarding the licensing of such technology. Neither Party shall enter into such Third Party license except by mutual agreement of both parties. Each Party receiving a sublicense under this Agreement of Third Party patent rights or other technology shall comply with the terms and conditions of such sublicense imposed by the Third Parry, including but not limited to accounting for and reporting Net Sales of Licensed Products in accordance with the Third Party agreement. Any royalties or other payments due to any Third Party pursuant to such a Third Party license (whether entered into before or after the effective date of this Agreement) shall be an Allowable Expense.
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Related to Sublicenses of Third Party Technology

  • Third Party Technology Customer is hereby notified that third parties have licensed certain technology to Company, which is contained in the Software. Notwithstanding anything herein to the contrary, Customer hereby consents to the disclosure of Customer’s identity, and such other terms of this Agreement as necessary, to such third party licensors for the purpose of enabling Company to comply with the terms and conditions of such third party licenses. Any such Customer information will be provided pursuant to an obligation of confidentiality and nondisclosure at least as stringent as that imposed by this Agreement.

  • 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.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Licensed Technology The term “Licensed Technology” shall mean the Licensed Patent Rights, Licensed Know-How and Licensed Biological Materials.

  • Third Party IP A. To the extent that any Third Party IP is included or incorporated in the Work Product by Grantee, Grantee hereby grants to System Agency, or shall obtain from the applicable third party for System Agency’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for System Agency’s internal business or governmental purposes only, to use, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Third Party IP and any derivative works thereof embodied in or delivered to System Agency in conjunction with the Work Product, and to authorize others to do any or all of the foregoing.

  • Third Party Patent Rights If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

  • Third Party Patents If any Third Party claims that a patent it owns or controls claims any aspect of a Licensed Product or its manufacture, use or sale, the Party with notice of such claim shall notify the other Party promptly, and the Parties shall as soon as practicable thereafter discuss in good faith regarding the best response.

  • Sublicenses A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

  • Infringement of Third Party Rights Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Allergan shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Allergan’s activities under this Agreement at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Allergan fails to proceed in a timely fashion with regard to such defense, ACADIA shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. ACADIA shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by ACADIA’s activities under this Agreement at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If ACADIA fails to proceed in a timely fashion with regard to such defense, Allergan shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such party.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

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