Third Party Core IP definition

Third Party Core IP means, subject to Section 9.1(d), Patent Rights controlled by a Third Party that claim or cover, and Know-How controlled by a Third Party that relates to, one or more of the following:
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Third Party Core IP means Third Party Patent Rights that (i) do not constitute Additional Ionis Core IP, (ii) do not constitute Third Party Product IP, and would not be considered Product-Specific Patents if Controlled by a Party or its Affiliates and (iii) are [***]. Depending on the stage of development of the applicable Product at the time of such notice, to the extent known by a Party at the applicable time, such information will also be included in the applicable Target Sanction Plan or Development Candidate Identification Plan, as applicable.
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Third Party Core IP has the meaning set forth in Section 6.11.3(a).
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Examples of Third Party Core IP in a sentence

  • The offsets in this Section 10.10.2(b)(ii)(B) are intended to be additive with the offsets regarding PlatformCo In-Licensed Unknown Third Party Core IP in the Share Purchase Agreement and the Option Agreement, and nothing in this Agreement shall prevent Novo Nordisk from taking offsets under this Section 10.10.2(b)(ii)(B) as well as the foregoing offsets in the Share Purchase Agreement and the Option Agreement to the extent otherwise applicable.

  • If such Future Third Party IP would be considered Ionis Core Patents or Ionis Core Know-How if Ionis Controlled such Patent Rights or Know-How (such Patent Rights and Know-How, “Future Third Party Core IP”), then Ionis will have the first right, but not the obligation, to negotiate, and enter into an agreement, with a Third Party to acquire or obtain a license, covenant not to sue, or other similar right to such Future Third Party Core IP.

  • In each case where a Party has the right to enter into an agreement with a Third Party pursuant to this Section 6.11 for the grant of rights under Third Party Core IP, Third Party Product IP, or Useful Third Party Product IP, as applicable, such Party will negotiate with the applicable Third Party and seek to acquire such rights, unless [***] Third Party Core IP, Third Party Product IP or Useful Third Party Product IP (as applicable) [***].

  • If ▇▇▇▇▇ enters into an agreement with such Third Party for rights to such Future Third Party Core IP, then Ionis will include such Future Third Party Core IP in the license granted to Ono under Section 2.1 (License Grant to Ono), and, subject to Section 11.3.3(d) (Royalty Floor), [***] will pay the financial obligations due under such agreement with respect to such Future Third Party Core IP.

  • Taking into account such considerations, the Parties will discuss in good faith through the CSC [***] of the amounts payable in respect of such Third Party Core IP, Third Party Product IP, Additional Ionis Core IP, Third Party Acquisition IP or [***] Third Party Product IP between [***], with respect to which such intellectual property is used or practiced.

  • Notwithstanding anything in this Agreement to the contrary, during negotiations and if the Parties fail to secure rights under any Third Party Core IP and Third Party Product IP on mutually agreed terms within [***] of the [***], then unless otherwise agreed by the Parties, [***].

  • The determination of the Third Party expert engaged under the preceding sentence will be binding on the Parties solely for purposes of determining whether or not such Third Party intellectual property is Additional Ionis Core IP, Third Party Core IP or Third Party Product IP, as applicable, or as to such allocation (as applicable) such that, in each case, the terms of Section 6.11.2, Section 6.11.3, Section 6.11.4 or Section 6.11.5 will apply.

  • Promptly following any such notice, with respect to Third Party Core IP and Third Party Product IP, unless the Parties [***], the Parties will [***] in accordance with the principles set forth in this Section 6.11.

  • The offsets in this Section 10.10.2(b)(iii) are intended to be additive with the offsets regarding NN Flagship Known Third Party Core IP and NN Unknown Third Party Core IP, as applicable, in the Share Purchase Agreement and the Option Agreement, and nothing in this Agreement shall prevent Novo Nordisk from taking offsets under this Section 10.10.2(b)(iii) as well as the foregoing offsets in the Share Purchase Agreement and the Option Agreement to the extent otherwise applicable.

  • Notwithstanding anything in this Agreement to the contrary, neither Party will [***] Third Party Core IP, Third Party Product IP, Additional Ionis Core IP, Third Party Acquisition IP or Useful Third Party Product IP, as applicable, in a manner that (I) [***] or (II) [***].