Third-Party Intellectual Property. If CK uses or licenses intellectual property owned by third parties in the performance of the Services, CK shall obtain and maintain any such licenses and authorizations necessary to authorize its use of such intellectual property in connection with the Services.

Licenses relevant for the SYROS Product. SYROS shall be solely responsible, at its own discretion and expense, for obtaining and maintaining any licenses or other rights to access or use any third party Intellectual Property that is necessary for the development, manufacture, use or Commercialization of any SYROS Product, including but not limited to treatment decisions derived from a diagnostic result and/or patient selection and/or stratification and/or biomarkers. QIAGEN agrees to cooperate reasonably with SYROS to assist SYROS’s acquisition of any licenses that it is obligated to obtain pursuant to Section 9.6(a) or 9.6(c); ​.

In the event that a Party becomes aware of any claim that the development, manufacture, import, use, marketing or sale of Licensed Product hereunder infringes the intellectual property rights of any Third Party in the Territory, such Party shall promptly notify the other Party. The Parties shall thereafter discuss the situation, and to the extent reasonably necessary, attempt to agree on a course of action.

Third-Party Intellectual Property. If DMI uses or licenses intellectual property owned by third parties in the performance of the Services, DMI shall obtain and maintain any such licenses and authorizations necessary to authorize its use of such intellectual property in connection with the Services.

Third Party Intellectual Property. If Akebia makes any payment under any agreement with a Third Party pursuant to which Akebia is granted a license, sublicense or other rights under a Patent or other intellectual property right owned or controlled by a Third Party ​ to Exploit one or more Products, then Akebia may offset against the royalties due to Cyclerion for such Product(s) an amount equal to ​ of the amounts paid in consideration for, or in connection with obtaining, such rights from such Third Party (including any upfront payments, milestone payments, royalties, litigation costs, settlement fees, or other expenses relating to the foregoing) in all cases, subject to [Section 7.5(e)(iv)].

Third Party Intellectual Property. GEMA shall not use any intellectual property owned or controlled by any Third Party in connection with the Manufacture of any API for SAVARA under this Agreement, unless GEMA first obtains SAVARA’s prior written approval.

Third Party Intellectual Property. [Section 3.14(e)] of the Company Disclosure Schedule lists all Contracts under which a third party licenses or provides any Intellectual Property to the Company (the “Licensed Intellectual Property”). Other than Licensed Intellectual Property, the Company Intellectual Property includes all material Intellectual Property that is used in or necessary for the conduct of the business of the Company as it currently is conducted. No third party that has licensed or provided Intellectual Property to the Company has retained ownership of or license rights under any Intellectual Property Rights in any improvements or derivative works made solely or jointly by the Company under such license.

Third-Party Intellectual Property. Consultant acknowledges that [[Agenus:Organization]] does not desire to acquire any trade secrets, know-how, confidential information, or other intellectual property that Consultant may have acquired from or developed for any third party (“Third-Party IP”). Consultant agrees that in the course of providing the Services, Consultant shall not improperly use or disclose any Third-Party IP.

Third-Party Intellectual Property. Consultant acknowledges that AgenTus does not desire to acquire any trade secrets, know-how, confidential information, or other intellectual property that Consultant may have acquired from or developed for any third party (“Third-Party IP”). Consultant agrees that in the course of providing the Services, Consultant shall not improperly use or disclose any Third-Party IP.

Third Party Intellectual Property. If a Third Party notifies IMMEDICA, its Affiliates, distributors or Sublicensees that Intellectual Property Rights owned or controlled by such Third Party cover the use or sale of the Product in the Territory (“Third Party IP Rights”), then IMMEDICA shall, upon becoming aware of such notice, promptly notify LICENSOR (“Third Party Notice”) and give LICENSOR the exclusive right to negotiate with such Third Party. If LICENSOR obtains a license or other right from such Third Party for such Third Party IP Rights (with the right to sublicense to IMMEDICA under this Agreement), then LICENSOR shall bear all costs and expenses of such license (including milestones and royalties). In any event, from the date of LICENSOR’s receipt of the Third Party Notice, LICENSOR shall indemnify, hold harmless and defend the IMMEDICA Indemnitees from and against any Claims from such Third Party with respect to the infringement of the Third Party IP Rights from the use or sale of the Product in the Territory.