Third Party License. Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).
Third Party License. Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive, or co-exclusive, license to a CRADA Subject Invention made solely by an IC employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(b).
Third Party License. Each party is relieved of its obligations, if any, to (i) deliver the Source Code of a product licensed hereunder or (ii) authorize the creation of Derivative Works or corrections from Source Code hereunder to the extent that fulfilling such obligations would cause such party to breach any third party license agreement entered into by such party after the Effective Date.
Third Party License. If Ipsen would be prevented from using, selling or importing Product in any country of the Territory on grounds that by doing so Ipsen would infringe a Valid Claim of Patent Rights held by a Third Party in said country (the “Blocking Third Party IP”), Ipsen shall notify Auxilium and give Auxilium a reasonable opportunity to oppose or otherwise resolve such claim. In the event that Auxilium elects not to oppose the claim or does not successfully obtain any necessary license, Ipsen shall have the right to negotiate directly with such Third Party for a license under the Blocking Third Party IP. If Ipsen licenses the Blocking Third Party IP, then fifty percent (50%) of any royalties on product sales paid by Ipsen to such Third Party in such country with respect to Blocking Third Party IP shall be deducted from any royalty payments payable to Auxilium by Ipsen under the applicable provisions of Section 10.2 provided, however that no ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. such deduction will be more than fifty percent (50%) of any amount due Auxilium in any Calendar Quarter. In case of any litigation relating to Blocking Third Party IP and until final decision of the appropriate court, Ipsen shall be entitled to pay 50% of all royalties due to Auxilium on Net Sales made in the relevant country, into an escrow account opened with a bank to which Auxilium shall have no reasonable objection. Adjustment between monies placed in escrow and monies effectively due to the Third Party and Auxilium pursuant to the preceding paragraph, shall be made in good faith between the Parties in a timely manner.
Third Party License. Each Party shall promptly inform the other Party in writing if it deems that a license of any intellectual property rights owned or Controlled by a Third Party is needed to Commercialize a Collaboration Product or a Unilateral Product for which the other Party is responsible (FTO Notification). If the FTO Notification concerns a Collaboration Product, the Parties will discuss and agree any required or advisable measures in the Joint IP Committee and/or the relevant Joint Steering Committee. If the FTO Notification concerns a Unilateral Product, the respective Continuing Party shall be solely responsible for the course of action but will closely consult with the respective Opt-Out Party.
Third Party License. Pursuant to 15 U.S.C. §3710a(b)(l)(B), if PHS grants an exclusive license to a Subject Invention made wholly by PHS employees or jointly with a Collaborator under this CRADA, the Government shall retain the right to require the Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the invention in Collaborator's licensed field of use on terms that are reasonable under the circumstances; or if the Collaborator fails to grant such a license, to grant the license itself. The exercise of such rights by the Government shall only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by Federal regulations, and such requirements are not reasonably satisfied by the Collaborator; or (iii) the Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. §3710a(c)(4)(B). The determination made by the Government under this Article is subject to administrative appeal and judicial review under 35 U S.C. § 203(2). Comments: This provision is the “march-in” provision. If the Government has health or safety needs that are not reasonably satisfied by Collaborator, the Government may grant a license to use in the invention in order to meet its requirements.
Third Party License. The Parties shall use their good faith efforts (either individually or together) to [****]. As of the Royalty Bearing Product Classification, DIVERSA is not aware of the need for any such Third Party license.
Third Party License. If Hansoh reasonably determines in good faith that it is required to obtain a license from a Third Party (other than licenses associated with the Third Party Obligations) to any Intellectual Property right in order to make, use, import, export, sell, or offer for sale or otherwise Commercialize the Licensed Product in any region in the Territory, then the amount of Hansoh’s royalty payments to Viela under Section 5.4(a) shall be reduced by offsetting up to [***] ([***]) of the royalty amounts payable by Hansoh to such Third Party, subject to Section 5.4(d)(iii).
Third Party License. If the JPC determines that resolution of a matter referred to the JPC pursuant to Section 7.5.1, above, may require obtaining one or more licenses, on commercially reasonable terms, from one or more Third Parties for the Development, Manufacture, or Commercialization of a Product subject to this Agreement (in each case, a “Third Party License”), thereafter Amerimmune shall have the right, but not the obligation, at its sole discretion but after consultation with the JPC, to obtain a Third Party License on commercially reasonable terms.
Third Party License. (a) The Parties acknowledge that as of the Effective Date the Company is party to the Existing Third Party Agreements pursuant to which the Company has acquired certain rights which do not include Company IP and that during the Term, Company may acquire Third Party IP that Covers a Compound or a Covered Product. Company shall upon the written request of Transferee use Commercially Reasonable Efforts to obtain any consents or approvals necessary to obtain Control of Third Party IP (if any) pursuant to the Existing Third Party Agreements (or other Third Party Licenses entered into subsequent to the Effective Date) in the Territory. If Company obtains such Control (or if Company otherwise has Control of any Third Party IP), Company shall promptly notify Transferee, to that effect, together with notification of any applicable pass-through royalties and any other material terms related to such Third Party IP, and Transferee may, in its sole discretion, provide written confirmation to Company that it wishes to enter into a separate, written sublicense agreement for such Third Party IP that is consistent with and subject to the terms of the applicable Third Party License. As a condition to the grant of any such sublicense, Transferee, NovaMedica and/or the Permitted Transferee requesting such sublicense must assume all of Company’s royalty, other commercial financial and other material non-financial obligations under the applicable Third Party License that apply to the Territory and indemnify Company for any breaches of said obligations by Transferee. For clarity, unless and until Transferee provides such confirmation to Company and enters into a sublicense as described above, Transferee is not granted any rights by or from Company to any such Third Party IP and is not bound by any obligations under such Third Party License.
