Third Party Payment Obligations. Any Third Party Obligations that become payable by Akcea or Novartis under an agreement such Party (or its Affiliate) has entered into to license or otherwise acquire Third Party Patent Rights will be promptly paid by a Party or shared by the Parties as expressly set forth in this Section 7.9.
Third Party Payment Obligations. Other than Bayer Opt-In Technology, any Third Party Obligations that become payable by Isis or Bayer under an agreement such Party has entered into to license or otherwise acquire Third Party Patent Rights will be paid by a Party or shared by the Parties as expressly set forth in this Section 7.11.
Third Party Payment Obligations. Akcea will be responsible for, and will pay for, all payments to Third Parties that arise from Akcea’s practice of in-licensed technology necessary to Commercialize a Product; provided, however, for in-licenses executed by Akcea after the Effective Date that are necessary to Commercialize a Product in its current formulation and in the manner currently delivered, Akcea will be entitled to deduct fifty percent (50%) of any royalties on Products paid by Akcea to a Third Party under such agreement in a particular Calendar Quarter against the royalties that would otherwise be due under Section 6.2 with respect to such Product in such country in the same Calendar Quarter; provided, further, that in no event shall the foregoing deduction (i) reduce the amount of royalties payable hereunder with respect to such Product in such country in a Calendar Quarter to less than fifty percent (50%) of the royalty amounts that would otherwise be due under Section 6.2.
Third Party Payment Obligations. (a) Subject to Section 7.9, GBT shall be responsible for the payment of royalty, milestone and other payments due to Third Parties under any agreements between such Party (or its Affiliates) and Third Parties on account of GBT’s and its Affiliates’ and sublicensees’ Development, manufacture and Commercialization of Products in the Field in the Territory. GBT shall not be responsible for the payment of royalty, milestone and other payments due to Third Parties under any license agreements between Syros (or its Affiliates) and any Third Parties.
Third Party Payment Obligations. Subject to this Section 4.3(c), FivePrime shall have the right to deduct *** percent (***%) of the amount of any upfront, milestone and royalty payments owed by FivePrime (or its sublicensees) to Third Parties for licenses to Third Party Patents that, but for such license, would be infringed by the making, using, selling, offering for sale or importation of a Therapeutic Product in the country in which such activity occurs (“Third Party In-Licenses”). Such deductions shall be made, on a Product-by-Product and country-by-country basis, from royalties otherwise payable for Net Sales of such Product in such country during a Calendar Quarter according to this Section 4.3, provided that (i) any such reduction in a Calendar Quarter shall not exceed *** percent (***%) of the Net Sales of any Therapeutic Product in such country during such Calendar Quarter, and (ii) the royalty reduction provided under this Section 4.3(c) shall not apply to payments under Third Party In-Licenses required as a result of FivePrime’s Incorporation of Third Party Technology into the Product.
Third Party Payment Obligations. Akcea will be responsible for, and will pay for, all Third Party Obligations that arise from Akcea’s practice of in-licensed technology necessary to Commercialize a Product, including any royalty payable under the GSK Agreement. Any amounts paid by Akcea to a Third Party in accordance with this Section 6.5 will be considered “Expenses” for purposes of the Profit/Loss Share. If any Third Party Obligations arise under any Existing In-License Agreement or Future In-License Agreement with respect to which a Party is a party that benefit the Product and one or more other products, then such Party’s board of directors will determine a pro rata portion of such payment that will be considered “Expenses” for purposes of the Profit/Loss Share, which pro rata portion will be calculated based on the number of products with respect to which such payment obligations arise. If the other Party disagrees with such allocation, then such matter will be resolved by Expedited Arbitration.
Third Party Payment Obligations. In the event that either Party (the “Using Party”) intends to use, in the course of a Research Plan or the Development of any Licensed Compound or Licensed Product, any item of Information, Know-How, material, Patent, or other property right of a Third Party for which access under this Agreement requires or triggers a payment obligation, the Using Party will promptly provide written notice to the other Party (the “Other Party”) of such payment obligation prior to its use in the Research Plan and at least Annually in other cases. Following such notification, the Parties will negotiate in good faith the terms on which the Other Party will (i) assume such payment obligation with respect thereto, and (ii) be bound by any obligations that are required to be passed on to any sublicensees with respect thereto. If the Parties are not able to reach agreement with respect to such terms, such Information, Know-How, material, Patent, or other property right of a Third Party shall not be Controlled pursuant to this Agreement and, if the Parties do agree on the payments, subject to the Other Party making the agreed payments, such Information, Know-How, material, Patent, or other property right of a Third Party shall, subject to the Other Party complying with such payment obligations and terms be Controlled for the purposes of this Agreement. For the avoidance of doubt, the Using Party shall not require the Other Party to pay a greater share of the payment obligation to the Third Party for access to such Information, Know- How, material, Patent, or other property right of a Third Party than is reasonably attributable to the Using Party’s use of such Information, Know-How, material, Patent, or other property right of a Third Party. DEVELOPMENT AND COMMERCIALIZATION
Third Party Payment Obligations. If, after the Effective Date, LANTHEUS or its Affiliates or Sublicensees are required to make any payments (including upfront fees, milestones or royalties) to a Third Party to obtain rights to any intellectual property that is reasonably necessary to Exploit the Licensed Product in the Field in the Territory, then LANTHEUS may deduct up to fifty percent (50%) of such Third Party payments from any Royalty payments due to POINT under Section 9.3.1(i) with respect to such Licensed Product and such country; provided, however, if such Third Party Payments relate to the Manufacture of the Licensed Product, LANTHEUS may deduct one hundred percent (100%) of such Third Party payments from any Royalty payments due to POINT.
Third Party Payment Obligations. If any technical information or industrial property rights that Read-Rite, Licensee or RRST acquires would be within the licenses granted under this Article 2 but for the fact that such a license would require additional payments to a third party, such technical information or industrial property rights shall be included within the Read-Rite Technical Information, Read-Rite Industrial Property Rights, Licensee Technical Information, Licensee Industrial Property Rights, RRST Technical Information or RRST Industrial Property Rights, as the case may be, only if the party to whom such would be licensed under this Agreement agrees in a separate written agreement to be bound by those payment obligations.
Third Party Payment Obligations. If Biogen or its Affiliates or Sublicensees are required to make any payments (including upfront fees, milestones or royalties) to a Third Party to obtain rights to any intellectual property that is necessary to Exploit a Product in the Field in any country, then Biogen may deduct up to [**] percent ([**]%) of such Third Party payments as and when incurred from any royalty payment or Minimum Annual Payment due to Alkermes under Section 9.5.1 or Section 9.5.2 with respect to such Product and such country; provided that Biogen may not deduct from any payments due to Alkermes hereunder any such Third Party payments due under any arrangement entered into prior to the Effective Date.
