Third Party Licenses. If in the reasonable opinion of [[Organization A:Organization]], the Development, Manufacture, or Commercialization of any [[Organization A:Organization]] Probody, Discovery PDC or Licensed Product by [[Organization A:Organization]], any of its Affiliates, or any of its or their Sublicensees infringes or misappropriates any Patent, trade secret, or other intellectual property right of a Third Party in any country or other jurisdiction in the Territory, such that [[Organization A:Organization]], any of its Affiliates or any of its or their Sublicensees cannot Develop, Manufacture, or Commercialize such [[Organization A:Organization]] Probody, Discovery PDC or Licensed Product in such country or other jurisdiction without infringing such Patent, trade secret, or other intellectual property right of such Third Party, then [[Organization A:Organization]] shall provide notice of such potential infringement or misappropriation, and the Parties shall agree to meet within ​ after such notice to determine whether a license to such Third Party intellectual property is necessary, and, if the Parties agree a license is necessary, which Party should obtain a license to such Third Party intellectual property; provided, however that if the Parties cannot agree as to either the necessity of such a license or as to which Party should seek such license in such meeting, then # if such Patent, trade secret or other intellectual property right covers or is necessary to Exploit other Probodies in addition to Discovery Probodies, then Licensor shall have the right for a period of ​ following the date of such meeting between the Parties to negotiate a license for such intellectual property, which license shall include the right of Licensor to sublicense such intellectual property to [[Organization A:Organization]]; provided if Licensor is not able to obtain such license within such ​ period, then [[Organization A:Organization]] shall have the sole right to obtain such license to Develop, Manufacture, and Commercialize [[Organization A:Organization]] Probodies, Discovery PDCs and Licensed Products; and # otherwise, [[Organization A:Organization]] shall have the sole right, but not the obligation, to negotiate and obtain a license from such Third Party as necessary for [[Organization A:Organization]] and its Affiliates, and its and their Sublicensees to Develop, Manufacture, and Commercialize [[Organization A:Organization]] Probodies, Discovery PDCs and Licensed Products in such country or other jurisdiction, and in each case any amounts due under such Third Party license shall be allocated in accordance with [Section 7.6.3(b)].

Third Party Licenses. Vertex may ​ from the royalties payable to CRISPR under this [Section 6.6.2] ​ paid by Vertex pursuant to ​; provided, however, that in no event will the royalties that would otherwise be payable to CRISPR, as reduced by [Section 6.6.2(a)] ​ under this [Section 6.6.2(b)]; and provided further, that Vertex will be entitled to ​ any amounts with respect to which Vertex ​ pursuant to this [Section 6.6.2(b)] but ​ in this [Section 6.6.2(b)].

Third Party Licenses. EyePoint shall pay all amounts due under Third Party Licenses. Such payments under Third Party Licenses are not creditable against any payments due to Equinox under this Agreement.

Third Party Licenses. Subject to the remainder of this Section 8.6 and the rights and obligation of the Parties set forth in [Section 10.7], if Licensee or its Affiliate or Sublicensee (as applicable) is required to obtain one or more licenses under issued and unexpired Patents of Third Parties (excluding Sublicensees) that are necessary for the approved use, sale, offer for sale or import of a given Product in the Territory (each a “Third Party License”), then Licensee may credit ​ of the royalties (including upfront payments, milestone payments and other types of consideration for such Third Party License) actually paid by Licensee or such Affiliate or Sublicensee (as applicable) under such Third Party Licenses with respect to sales of such Product in the Territory in a given Calendar Quarter against the Transfer Price payable by Licensee to Verrica with respect to Product sold in such Calendar Quarter.

Third Party Licenses. If and for so long as AzurRx pays Third Party Royalties in consideration for a Third Party License necessary to the Product in its current form, which license has been obtained in accordance with Section 8.4, on a country-by-country basis, AzurRx may reduce the royalty payments, otherwise due as set forth in [Section 6.4.1] by up to ​ of the amount paid to the Third Party; provided, however, that such reductions, in the aggregate, may not reduce the average effective royalty rate for a given period by more than ​ points of such rate.

Third Party Licenses. If in the reasonable opinion of the Applicable Commercialization Party, the Development, Manufacture, or Commercialization of any Licensed Compound or Licensed Product by the Applicable Commercialization Party, any of its Affiliates, or any of its or their Sublicensees infringes or misappropriates any Patent, trade secret, or other intellectual property right of a Third Party in any country in such Party’s part of the Territory, such that the Applicable Commercialization Party, any of its Affiliates or any of its or their Sublicensees cannot Develop, Manufacture, or Commercialize such Licensed Compound or Licensed Product in such country without infringing such Patent, trade secret, or other intellectual property right of such Third Party, then the Applicable Commercialization Party shall have the right, but not the obligation, to negotiate and obtain a license from such Third Party as necessary for the Applicable Commercialization Party and its Affiliates, and its and their Sublicensees to Develop, Manufacture, and Commercialize Licensed Compounds and Licensed Products in such country.

Third Party Licenses. Vertex may ​ from the royalties payable to CRISPR under this [Section 6.4] ​ paid by Vertex under ​; provided, however, that in no event will the royalties that would otherwise be payable to CRISPR, as reduced by [Section 6.4.3] ​ under this [Section 6.4.4]; and provided further, that Vertex will be entitled to ​ any amounts with respect to which Vertex ​ pursuant to this [Section 6.4.4] but ​ in this [Section 6.4.4]. ​.

If in either Party’s opinion a license to Third Party Patent Rights or other intellectual property rights is necessary or reasonably useful to develop, make, use or sell Products, then such Party may notify the other Party in writing of the Third Party and the applicable intellectual property rights, and the Parties will cooperate to negotiate and enter into a license or other agreement with the Third Party to obtain a license to such Third Party intellectual property rights (a “Third Party IP License”). ​ shall have the first right to negotiate and enter into a Third Party IP License with a Third Party to obtain ​ Third Party Rights, and ​ shall have the first right to negotiate and enter into a Third Party IP License to obtain ​ Third Party Rights (the Party having the first right to negotiate and enter into any such license or other agreement being the “Primary Negotiating Party”). The Primary Negotiating Party will have the right for a reasonable period following such notice to negotiate the Third Party IP License or otherwise resolve the matter by, for example, challenging the relevant Third Party Patent Rights or conducting any oppositions, inter partes reviews or similar proceedings. If the Primary Negotiating Party is unable or unwilling to obtain such license within such reasonable period, then the other Party shall have the right to obtain such license from the Third Party or otherwise resolve the matter by, for example, challenging the relevant Third Party Patent Rights or conducting any oppositions, inter partes reviews or similar proceedings. Notwithstanding which Party negotiates and enters into a Third Party IP License pursuant to this [Section 14.15], the Parties will mutually agree on the terms and conditions of any such Third Party IP License. If the Parties are unable to agree on the terms and conditions of any Third Party IP License, the matter will be escalated to the JSC.

Third Party Licenses. On a Licensed Product-by-Licensed Product and country-by-country basis, and subject to [Section 6.6(c)(iv)], if it is necessary for

Third Party Licenses. If Licensee or any of its Affiliates or Sublicensee determines in its good faith judgment that it is necessary or reasonably advisable to obtain a license from any Third Party in order to Use the Product for any given country of the Licensee Territory then Licensee may deduct ​ percent (​) of any such Third Party payments from the payment set forth in Article 6, provided that in no event shall the royalty rate payable to Licensor for the Annual Royalty Bearing Net Sales in a given Calendar Year (“Royalty Rate”) be reduced to a number that is less than ​ percent (​) by application of such deduction, and any excess amount shall be carried forward to the subsequent Calendar Year(s).