Third Party In-Licenses. 7.1. Moderna [***] In-Licenses.
Third Party In-Licenses. The terms and conditions for the inclusion and treatment under the Collaboration of Patents and Know-How in-licensed by a Party pursuant to Third Party In-Licenses are set forth on Exhibit F.
Third Party In-Licenses. During the Term, if either Party identifies any Patent Right or Know- How owned or controlled by a Third Party that it reasonably believes may be necessary or reasonably useful to Exploit any Licensed Antibody or Licensed Product in the Field in the Coherus Territory (other than a Third Party License Agreement), or absent a license or agreement with such Third Party to such intellectual property, would be infringed by the Exploitation of any Licensed Antibody or Licensed Product in the Field in the Coherus Territory (“Additional Third Party IP”), then it may raise such matter with the JDC. Unless otherwise agreed by the Parties, neither Party will enter into an agreement with a Third Party to obtain a license, covenant not to xxx, or other similar rights under any such Patent Right or Know-How (each, an “Additional Third Party License”) for a period of three months after first raising the matter to the JDC unless during such three month period the Parties agree in writing on the cost-sharing terms applicable to any such Additional Third Party License between the Parties and the other terms on which the applicable Party might sublicense rights to the other Party under such Additional Third Party IP. Any such agreement between the Parties should be effective prior to or concurrently with the execution of the Additional Third Party License. If the Parties do not enter into such written agreement within such three month period (or such other period as may be agreed) or the Parties otherwise agree, then the Party desiring to enter into the Additional Third Party License may do so, and such Additional Third Party IP will not be deemed Controlled by the Party that is party to such Additional Third Party License for purposes of this Agreement. Unless the Parties otherwise agree, Coherus may deduct any royalties paid by Coherus to Junshi in consideration for any such sublicensed rights under any Additional Third Party IP in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP). If Coherus is the party to an Additional Third Party License, then Coherus may deduct any royalties paid by Coherus to the Third Party in consideration for any such sublicensed rights in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP).
Third Party In-Licenses. There are not and will not be, without Licensee’s prior written consent, any license, assignment, distribution or other agreements between ULRF and any third party under which it is or has been granted a license or other rights relating to the Licensed Technology (“Third Party In-Licenses”). To the extent Licensee consents in writing to any Third Party In-License, ULRF (i) shall comply with and maintain in full force such Third Party In-License, (ii) shall not amend of modify such Third Party In-License without the prior written consent of Licensee, and (iii) shall promptly provide written notice to Licensee describing any breach, alleged breach or potential breach of a Third Party In-License of which it becomes aware and provide Licensee with copies of any correspondence related thereto. ULRF will cooperate with Licensee in attempting to cure any such breach.
Third Party In-Licenses. 8.10.1. During the Term, Protagonist shall be responsible for the payment of any amounts that become due to any Third Party under any agreement to which Protagonist is a party that is in effect on the Effective Date (including any Existing Protagonist License Agreements) as a result of either Party’s activities with respect to the Licensed Compounds or Licensed Products under this Agreement. In the event Xxxxxxx makes any such payment to a Third Party, Protagonist shall reimburse Xxxxxxx for such amount.
Third Party In-Licenses. Subject to the provisions of ARTICLE 6 hereof, Licensee shall be responsible for the payment of royalties and other payment obligations, if any, due to any Third Parties relating to Licensed Technology that have been licensed to LFB USA and are sublicensed to Licensee hereunder, including any payments of Third Party Royalties due under any Third Party In-License Agreement. Unless and until the time Licensee makes arrangements to make direct payments to the appropriate Third Party due any payment under this Section 5.1, LFB USA shall remain responsible for making such payment when due to such Third Party, and Licensee shall reimburse LFB USA for such payment in accordance with Section 6.2 upon receipt of an appropriate invoice from LFB USA. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Third Party In-Licenses. All licenses granted under this Article 5 (Licenses), to the extent they constitute sublicenses under this Article 5 (Licenses), are subject to the relevant terms and conditions of the granting Party’s agreement with the Third Party that owns or otherwise Controls such intellectual property rights, subject further to Sections 7.5.6 (Upstream Limitations), 7.10.1 (Existing Agreements) and 9.2 (Additional Representations and Warranties of FATE). Any exclusive licenses that are granted under this Article 5 (Licenses) that constitute sublicenses are exclusive only to the extent of the exclusive nature of the license granted to the granting Party.
Third Party In-Licenses. Prior to [***] any ImmunoGen Identified Rights or Partner Identified Rights (together, “New ImmunoGen In-Licensed Rights” and [***] and together with the Existing Third Party IP Agreements, the “Third Party IP Agreements”), ImmunoGen will (a) with respect to [***], (b) [***], (c) [***], and (d) [***]. Upon [***], ImmunoGen will notify Partner in writing and will [***]. The terms of this Section 2.5.3 (Third Party In-Licenses) and the payment obligations under Section 2.5.4 (Responsibility for Costs) will not apply to any agreement pursuant to which ImmunoGen is granted rights under Know-How or Patent Rights that are necessary to Exploit the Licensed Product in the Field in the Territory if either [***].
Third Party In-Licenses. During the Term, in the event that either Party identifies any Patent owned or controlled by a Third Party in a particular country or other jurisdiction that it reasonably believes may, absent a license or agreement with such Third Party, be infringed by the Exploitation of a Licensed Antibody or a Licensed Product in the Field in the Territory, it will so notify the other Party. Before entering into an agreement with a Third Party (a “Third Party License”) to acquire or obtain a worldwide license, covenant not to xxx or other similar right under any Patent or any related Know-How (“Blocking IP”), in each case, with respect to XX0000, XXxxxx shall [***] pursuant to the CS1001 Upstream License. As between the Parties, [***] or any of its Affiliates will have the first right, but not the obligation, to enter into a Third Party License. If [***] or any of its Affiliates elect not to enter into such a Third Party License, then [***] may elect to enter into such a Third Party License with respect to such Blocking IP. With respect to any such Third Party License that a Party enters into with the applicable Third Party, such Party (a) will use reasonable efforts to [***] and if such Party is unable to [***] despite the use of reasonable efforts, then such Party will [***] and will not [***] (b) will not [***] with respect to such Party or other (sub)licensees, (c) will provide the proposed terms and conditions of the Third Party License for the other Party to review and [***] such Third Party License, and (d) will provide the other Party with a true and complete copy of such Third Party License within [***] following the execution thereof (which copy may be reasonably redacted to the extent not relevant to the other Party’s rights as a (sub)licensee thereunder). If [***] enters into such Third Party License, then (i) [***]will be responsible for [***] the Licensed Antibodies or Licensed Products in the Territory (for example, [***] (the “Territory-Specific Payments”), [***] and (ii) [***] may elect to obtain [***] in which case it will [***]and such in-licensed Blocking IP will be considered [***] for the purpose of this Agreement. If [***] does not elect to [***] then such Blocking IP will not be [***] and [***] under such Blocking IP. If [***] enters into such Third Party License, then [***] may elect to [***] thereunder for the Territory, in which case (A) [***] will [***] for any [***] thereunder, subject to [***] and (B) such in-licensed Blocking IP will be ...
Third Party In-Licenses. During the Term, if either Party identifies any Patent Right or Know-How owned or controlled by a Third Party that it reasonably believes may be necessary or reasonably useful to Exploit any Licensed Compound in the Field in the Territory, or absent a license or agreement with such Third Party to such intellectual property, would be infringed by the Exploitation of any Licensed Compound in the Field in the Territory (“Additional Third Party IP”), then it will so notify the other Party. As between the Parties, [*], to enter into an agreement with a Third Party to obtain a license, covenant not to xxx, or other similar rights under any such Additional Third Party IP within the Territory (a “Third Party License”).
