To the extent that a Third Party licensor of Caribou has retained any right to Prosecute any Caribou Patent licensed to Caribou pursuant to a Caribou In-License or to otherwise be involved in such activities, Caribou will use commercially reasonable efforts to cause such Third Party licensor to take the actions specified by this Section 4.1, but Caribou will not be deemed to be in breach of its obligations under this Section 4.1 if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by such Third Party licensor.

To the extent that a Third Party licensor of Caribou has retained with respect to any Patent within the Caribou Patents licensed to Caribou pursuant to a Caribou In-License any right to abate any [[Intellia:Organization]] Competitive Infringement of such Patent or take any other actions described in Section 4.2(c) for such Patent or to otherwise be involved in such activities, Caribou will use commercially reasonable efforts to cause such Third Party licensor to take the actions specified by Sections 4.2(c), (e) and (f) in a manner consistent with such Caribou In-License ​.

Third Party Rights. This Bonus Plan shall not confer on any person other than the Company and any Covered Executive any rights or remedies hereunder.

Third Party Rights. With respect to the Licensed Patents subject to the DEI Agreement, the Parties acknowledge and agree that any rights and obligations of a Party under this Article 4 with respect to such Licensed Patents are subject to the terms and conditions of the DEI Agreement, as applicable.

Third Party Rights. No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.

Third-Party Rights. If at any time during the Term, either Party identifies any Patent or Know-How Controlled by a Third Party in the Territory that may be necessary or useful in connection with the development or commercialization of a Product (such right, a “Third-Party Right”), then, such Party shall promptly notify the other Party in writing and the Parties shall promptly meet to discuss the Third-Party Right and the appropriate course of action with respect thereto. As between the Parties, Verrica has the first right, but not the obligation, to negotiate and obtain a license or other rights from such Third Party to such Third-Party Right as necessary or desirable for Verrica or its Affiliates or its or their licensees (including Licensee). If Verrica negotiates and obtains any such license to any such Third-Party Right from a Third Party (any such agreement, a “Third-Party Agreement”), then # Verrica shall use reasonable efforts to secure the right to sublicense such Third-Party Right to Licensee in the Field in the Territory to the extent of the License and # to the extent that Verrica so obtains such right, it shall promptly notify Licensee in writing and disclose to Licensee the financial terms under such Third-Party Agreement for the Third-Party Right in the Field in the Territory (the “Allocable Cost”). Licensee may, within ​ following its receipt of notice from Verrica, elect whether it wishes to include such Third-Party Rights within the scope of the License. If Licensee notifies Verrica of its desire to so include such Third-Party Right, then such Third-Party Right will be included in the License and the Allocable Cost will be borne ​ by Verrica and ​ by Licensee. On a Calendar Quarterly basis, Verrica shall invoice Licensee an amount equal to ​ of the Allocable Cost and Licensee shall pay all undisputed amounts in such invoice no later than ​ after receipt of the invoice. If Licensee disputes one or more items in an invoice, Licensee shall promptly notify Verrica in writing and describe in reasonable detail the items being disputed and the basis therefor. Verrica shall promptly respond to Licensee and the Parties shall use good faith efforts to promptly resolve the dispute. Licensee shall pay any owed amounts within ​ after resolution of the dispute. If Licensee notifies Verrica that it does not wish to include such Third-Party Right(s) within the scope of the License or fails to so notify Verrica within such ​ period, then such Third-Party Rights shall not be deemed “Controlled” by Verrica for the purpose of this Agreement and shall not be included in the License granted by Verrica to Licensee under this Agreement. If Verrica does not exercise its first right to negotiate and obtain a license or other rights from such Third Party to such Third-Party Right within ​ after the discussion between the Parties or Verrica fails to secure the right to sublicense such Third-Party Right to Licensee in the Field in the Territory to the extent of the License, Licensee may negotiate and obtain a license or other rights from such Third Party to such Third-Party Right in the Field in the Territory and may deduct ​ of the royalties (including upfront payments, milestone payments and other types of consideration of the license to use such Third-Party Right) actually paid by Licensee or such Affiliate or Sublicensee (as applicable) for such Third-Party Right from Transfer Price payable by Licensee to Verrica in accordance with [Section 8.6(a)].

A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.

No person other than you and the Company may enforce any terms of this Contract.

A person/entity who is not a party to this agreement shall not have any rights under or in connection with it.

Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either Party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Article 12 applies to the defense against such allegations.