Common use of Third Party Patent Rights Clause in Contracts

Third Party Patent Rights. SELEXIS covenants that if SELEXIS becomes aware that COMPANY’s use of the SELEXIS Technology in accordance with the terms hereunder would or would likely infringe any Third Party proprietary rights, SELEXIS shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost to ensure COMPANY’s freedom to continue to exercise the licenses granted under this Agreement, including without limitation, by using its reasonable commercial efforts to obtain a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such Third Party owner of proprietary rights which entitles SELEXIS to continue to grant the rights to COMPANY as provided for herein. Should such efforts not be successful, SELEXIS shall inform COMPANY in writing and thereafter, subject to such notification, either PARTY may terminate this Agreement with immediate effect, save that SELEXIS shall not have such right if COMPANY agrees to waive any liability SELEXIS would otherwise have to COMPANY hereunder with respect to the infringement of such Third Party proprietary rights. The obligations set forth in this Article pertain solely to Third Party rights specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply to any other technology or materials used by COMPANY at its discretion in connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the Licensed Product(s) produced by any Cell Lines hereunder.

Third Party Patent Rights. SELEXIS covenants that if SELEXIS becomes aware that COMPANY’s use of the SELEXIS Technology in accordance with the terms hereunder would or would likely infringe any Third Party proprietary rights, SELEXIS shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost to ensure COMPANY’s freedom to continue to exercise the licenses granted under this Agreement, including without limitation, by using its reasonable commercial efforts to obtain a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such Third Party owner of proprietary rights which entitles SELEXIS to continue to grant the rights to COMPANY as provided for herein. Should such efforts not be successful, SELEXIS shall inform COMPANY in writing and thereafter, subject to such notification, either PARTY may terminate this Agreement with immediate effect, save that SELEXIS shall not have such right if COMPANY agrees to waive any liability SELEXIS would otherwise have to COMPANY hereunder with respect to the infringement of such Third Party proprietary rights. The obligations set forth in this Article pertain solely to Third Party rights specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply to any other technology or materials used by COMPANY at its discretion in [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the Licensed Product(s) produced by any Cell Lines hereunder.

Third Party Patent Rights. SELEXIS covenants that if SELEXIS becomes aware that COMPANY’s use of the SELEXIS Technology in accordance with the terms hereunder would or would likely infringe any Third Party proprietary rights, SELEXIS shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost to ensure COMPANY’s freedom to continue to exercise the licenses granted under this Agreement, including without limitation, limitation by using its reasonable commercial efforts to obtain a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such the Third Party owner of the proprietary rights which entitles SELEXIS to continue to grant the rights to COMPANY as provided for herein. Should such efforts not be successful, SELEXIS shall inform COMPANY in writing and thereafter, subject thereafter the Parties will discuss the matter in good faith for a period not to such notification, either PARTY may terminate this Agreement with immediate effectexceed [***]. Thereafter [***], save that SELEXIS shall not have such right if COMPANY agrees to waive [***]. If COMPANY [***] and if COMPANY [***] relating to COMPANY’s permitted use of the SELEXIS Technology hereunder, then COMPANY may deduct any liability SELEXIS would otherwise have royalties actually paid to COMPANY hereunder with respect to the infringement of such Third Party proprietary rightsto the extent related to the use of the SELEXIS Technology [***]; provided that in no event shall the [***] of the royalty amount that would have otherwise been payable for such Final Product. The obligations set forth in this Article pertain relate solely to Third Party rights related specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply with respect to any other technology or materials used by COMPANY at its discretion in connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the extent relating to the Licensed Product(s) produced by any Cell Lines hereunder.

Third Party Patent Rights. SELEXIS covenants that if SELEXIS becomes aware that COMPANY’s use of the SELEXIS Technology in accordance with the terms hereunder would or would likely infringe any Third Party proprietary rights, SELEXIS shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost to ensure COMPANY’s freedom to continue to exercise the licenses granted under this Agreement, including without limitation, by using its reasonable commercial efforts to obtain a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such Third Party owner of proprietary rights which entitles SELEXIS to continue to grant the rights to COMPANY as provided for herein. Should such efforts not be successful, SELEXIS shall inform COMPANY in writing and thereafter, subject to such notification, either PARTY may terminate this Agreement with immediate effect, save that SELEXIS shall not have such right if COMPANY agrees to waive any liability SELEXIS would otherwise have to COMPANY hereunder with respect to the infringement of such Third Party proprietary rights. The obligations set forth in this Article pertain solely to Third Party rights specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply to any other technology or materials used by COMPANY at its discretion in 13 of 26 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the Licensed Product(s) produced by any Cell Lines hereunder.

Third Party Patent Rights. SELEXIS Selexis covenants that if SELEXIS Selexis becomes aware that COMPANY’s use ’S exploitation of the SELEXIS Technology in accordance with the terms its rights hereunder would would, or would likely allegedly, infringe any Third Party proprietary rights, SELEXIS Selexis shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost Selexis” cost, to ensure COMPANY’s ’S freedom to continue to exercise use the licenses granted under pursuant to this Agreement, including without limitation, by using its reasonable commercial efforts to obtain a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such the Third Party owner of the proprietary rights which entitles SELEXIS Selexis to continue to grant sub-license the Third Party rights to COMPANY as provided for hereinat the sole expense of Selexis. Should such efforts not be successful, SELEXIS Selexis shall inform COMPANY in writing and thereafter, subject to such notification, thereafter either PARTY Party may terminate this Agreement with immediate effect, ; save that SELEXIS Selexis shall not have such right if COMPANY agrees to waive any liability SELEXIS Selexis would otherwise have to COMPANY hereunder with in respect to of the infringement of the Third Party proprietary right in question which arises after the date of notification by Selexis (“Waiver Election”). If COMPANY exercises the Waiver Election and if COMPANY obtains a license from such Third Party (“Third Party License”) relating to COMPANY’S permitted use of the Selexis Technology hereunder, then COMPANY may deduct any amounts actually paid to such Third Party to the extent related to the use of the Selexis Technology from any royalties payable to Selexis for Net Sales of the Product that would, but for such Third Party License, infringe such Third Party proprietary rights. The obligations set forth in this Article pertain solely to Third Party rights specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply to any other technology or materials used by COMPANY at its discretion in connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the Licensed Product(s) produced by any Cell Lines hereunderright.

Third Party Patent Rights. SELEXIS covenants that if SELEXIS becomes aware that COMPANY’s use of the SELEXIS Technology in accordance with the terms hereunder would or would likely infringe any Third Party proprietary rights, SELEXIS shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost to ensure COMPANY’s freedom to continue to exercise the licenses granted under this Agreement, including without limitation, limitation by using its reasonable commercial efforts to obtain a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such the Third Party owner of the proprietary rights which entitles SELEXIS to continue to grant the rights to COMPANY as provided for herein. Should such efforts not be successful, SELEXIS shall inform COMPANY in writing and thereafter, subject thereafter the Parties will discuss the matter in good faith for a period not to such notification, either PARTY may terminate this Agreement with immediate effectexceed [***]. Thereafter [***], save that SELEXIS shall not have such right if COMPANY agrees to waive [***]. If COMPANY [***] and if COMPANY [***] relating to COMPANY’s permitted use of the SELEXIS Technology hereunder, then COMPANY may [deduct any liability SELEXIS would otherwise have royalties actually paid to COMPANY hereunder with respect such Third Party] to the infringement extent related to the use of the SELEXIS Technology [***]; provided that in no event shall the [***] of the royalty amount that would have otherwise been payable for such Third Party proprietary rightsFinal Product]. The obligations set forth in this Article pertain relate solely to Third Party rights related specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply with respect to any other technology or materials used by COMPANY at its discretion in connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the extent relating to the Licensed Product(s) produced by any Cell Lines hereunder.

Third Party Patent Rights. SELEXIS covenants that if SELEXIS becomes aware that COMPANY’s ’S use of the SELEXIS Technology in accordance with the terms hereunder would or would likely infringe any Third Party proprietary rights, SELEXIS shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost to ensure COMPANY’s ’S freedom to continue to exercise the licenses granted under this Agreement, including without limitation, limitation by using its reasonable commercial efforts to obtain a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such the Third Party owner of the proprietary rights which entitles SELEXIS to continue to grant the rights to COMPANY as provided for herein. Should such efforts not be successful, SELEXIS shall inform COMPANY in writing and thereafter, subject to such notification, thereafter either PARTY may terminate this Agreement with immediate effect, save that SELEXIS shall not have such right if COMPANY agrees to waive any liability SELEXIS would otherwise have to COMPANY hereunder with respect to the infringement of such Third Party proprietary rights. The obligations set forth in this Article pertain relate solely to Third Party rights related specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply with respect to any other technology or materials used by COMPANY at its discretion in connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the extent relating to the Licensed Product(s) produced by any Cell Lines hereunder.

Third Party Patent Rights. SELEXIS covenants that if SELEXIS becomes aware that COMPANY’s use of the SELEXIS Technology in accordance with the terms hereunder would or would likely infringe any Third Party proprietary rights, SELEXIS shall use its reasonable commercial efforts to resolve such potential infringement at SELEXIS’ cost to ensure COMPANY’s freedom to continue to exercise the licenses granted under this Agreement, including without limitation, by using its reasonable commercial efforts to obtain a 13 of 26 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. license from such Third Party owner of proprietary rights which entitles SELEXIS to continue to grant the rights to COMPANY as provided for herein. Should such efforts not be successful, SELEXIS shall inform COMPANY in writing and thereafter, subject to such notification, either PARTY may terminate this Agreement with immediate effect, save that SELEXIS shall not have such right if COMPANY agrees to waive any liability SELEXIS would otherwise have to COMPANY hereunder with respect to the infringement of such Third Party proprietary rights. The obligations set forth in this Article pertain solely to Third Party rights specifically and solely related to the SELEXIS Technology or SELEXIS Materials licensed hereunder, and do not apply to any other technology or materials used by COMPANY at its discretion in connection with its exercise of the license rights granted hereunder, and specifically exclude any such Third Party rights which relate to the Licensed Product(s) produced by any Cell Lines hereunder.