Third Party Patents. If, after June 17, 2014, it was or is Necessary or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignment) to license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party license, or any such Third Party license entered into as of the Effective Date by Allogene or by Pfizer and assigned to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis under this Agreement with respect to Net Sales of any Allogene Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply with respect to royalties payable by Allogene to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop...
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.
Third Party Patents. In the event that in a country in the Territory a ------------------- third party claims either that an issued patent in which it has rights contains patent claims covering Licensed Products, Improvements, Licensed Compounds and/or Licensed Processes or that it has an ownership right or interest in Licensed Patent Rights, Improvements or Proprietary Information, MRE shall have the right, at MRE's sole election, either:
(a) directly or indirectly through its Affiliates and sublicensees, to suspend or stop manufacture, use and sale of Licensed Products or development of Licensed Compounds for use in Licensed Processes under this Agreement in such country and to stop all royalty and other payments due to DTI under Sections 4.1(h) and (i) for such country upon giving DTI one (1) month's notice; or
(b) to continue to manufacture, use and/or sell Licensed Products and/or Licensed Compounds for use in Licensed Processes directly or through its Affiliates and sublicensees and stand suit for patent infringement or against claims by a third party to ownershiprights or interest in the Licensed Patent Rights, Improvements or Proprietary Information, at its own risk and expense. In addition to the foregoing options of MRE, MRE shall have the right to obtain a license for the subject country within the Territory from any such third party on such terms as MRE, in its sole discretion, shall negotiate, and in any such event MRE shall be entitled and permitted to offset against and deduct from the royalties and other compensation payable to DTI under Sections 4.1(h) and (i) hereof with respect to sales in the subject country within the Territory 100% of the Third Party Royalties which MRE, its Affiliates and/or sublicensees shall become obligated to pay to said third party under such license if the third party's patent claims cover the composition of matter of a Licensed Product. Unused credits may be carried forward and offset against subsequent payments to DTI under such Sections.
Third Party Patents. In the event Licensee is sued for patent infringement or, threatened with such suit, it shall promptly notify MSK. In any such action, Licensee shall be fully responsible for all its costs, including expenses, judgments and settlements (but subject to Section 5.1(b)).
Third Party Patents. Except as disclosed in writing between the Parties, VERTEX is not aware of any issued patents or pending patent applications that, if issued, would be infringed by the development, manufacture, use, import, offer to sell or sale of any Compound, Bulk Drug Substance or Drug Product in the Territory pursuant to this Agreement.
Third Party Patents. In the event LICENSEE is sued for patent infringement or, threatened with such suit, it shall promptly notify MSK. If LICENSEE is permanently enjoined from exercising its license rights granted hereunder LICENSEE may terminate this Agreement upon thirty (30) days prior written notice to MSK. In any such action, LICENSEE shall be fully responsible for all its costs, including expenses, judgments and settlements.
Third Party Patents. Borrower is aware of U.S. Patent No. 6,629,954, U.S. Patent No. 6,736,795, U.S. Patent 7,938,801 and U.S. Patent No. 5,858,001 and have obtained written non-infringement and/or invalidity opinions for each of these patents. VALT-011-101 US Fluid Delivery and Measurement Systems and Methods 60/250,538 60/250,408 60/250/295 60/250,927 60/250,422 60/250,413 60/250,403 60/250,409 30-Nov-00 24-Sep-01 10/006,526 30-Nov-01 granted US 6,939,324 B2 6-Sep-05 VALT-011-102 US Fluid Delivery and Measurement Systems and Methods same as above 30-Nov-00 11/219,944 6-Sep-05 granted US 7,481,792 27-Jan-09 VALT-011-103 US Fluid Delivery and Measurement Systems and Methods same as above 30-Nov-00 12/336,246 16-Dec-08 granted US 8,858,511 14-Oct-14 VALT-011-104 US Fluid Delivery and Measurement Systems and Methods same as above 30-Nov-00 13/743,892 17-Jan-2013 granted US 8,992,478 31-Mar-15 VALT-011-EP1 EP Fluid Delivery and Measurement Systems and Methods same as above & PCT/US01/46028 30-Nov-00 30-Nov-01 01988242.2 30-Nov-01 allowed VALT-011-EP2 EP Fluid Delivery and Measurement Systems and Methods same as above & PCT/US01/46028 30-Nov-00 30-Nov-01 12190927.9 30-Nov-01 published
Third Party Patents. (a) If either Party becomes aware of any patent or other appropriate intellectual property belonging to a third party which the Party reasonably believes that without a license thereto GENENTECH would infringe by virtue of its obligations under Article IV to manufacture and supply both clinical and commercial needs for Bulk Product or Vialed Product in the Roche Territory, the Party shall notify the other Party of such. The Parties shall thereafter discuss a means of resolving such potential infringement including taking a license to such patent or other intellectual property. If as a result of an agreement between the parties, GENENTECH acquires a license to such patent or other intellectual property, the associated intellectual property acquisition and licensing costs shall be deemed to be part of the GENENTECH's Fully Burdened Manufacturing Cost.
(b) If GENENTECH insists that such a license is necessary but ROCHE does not agree, or if ROCHE is not willing to agree to terms for such a license that are acceptable to the third party patent or intellectual property owner, then ROCHE shall defend, indemnify and hold harmless GENENTECH from and against all third party costs, claims, suits, expenses (including reasonable attorney's fees) and damages arising out of or resulting from any infringement by GENENTECH of such patent or intellectual property which covers the manufacture of the Product.
(c) If ROCHE insists that such a license is necessary but GENENTECH does not agree, or if GENENTECH is not willing to agree to terms for such a license that are acceptable to the third party patent or intellectual property owner, then GENENTECH shall defend, indemnify and hold harmless ROCHE from and against all third party costs, claims, suits, expenses (including reasonable attorney's fees) and damages arising out of or resulting from any infringement by ROCHE of such patent or intellectual property which covers the manufacture of the Product.
Third Party Patents. FibroGen shall have the sole right and authority to initiate and/or pursue at its sole expense any patent office proceeding, pre- or post-grant or issuance, including reissue, reexamination, limitation, or invalidation proceedings, or any opposition- or interference-type proceeding or challenge against any Third Party Patent that relates or that may potentially relate to the manufacture, use, or sale of a HIF Compound, a Product, or a Designated Product.
Third Party Patents. Investigators shall not knowingly infringe on third party patents. If reports include information regarding issues subject to third party patents such patents shall be mentioned in the report.
