Compliance with Upstream Licenses Clause Samples
The "Compliance with Upstream Licenses" clause requires parties to adhere to the terms and conditions of any third-party or upstream licenses that apply to components or materials incorporated into a project or product. In practice, this means that if software or content used in the project is subject to an open-source or proprietary license, all parties must follow the obligations set by those original licensors, such as attribution, distribution restrictions, or copyleft requirements. This clause ensures that the project remains legally compliant and avoids potential legal disputes or infringement claims arising from the misuse of third-party licensed materials.
POPULAR SAMPLE Copied 1 times
Compliance with Upstream Licenses. CyDex shall be solely responsible for paying directly to any and all Third Parties having rights in any of the Licensed Intellectual Property (each an “Upstream Licensor”) any royalties or other amounts due to such Upstream Licensors as a result of CyDex issuing the licenses granted under this Agreement or the Company exercising its rights hereunder. In addition, CyDex represents and warrants that it is not in breach and will not become in breach of any of its obligations to such Upstream Licensors and covenants that it shall use all reasonable commercial efforts to maintain its rights under and to comply with the terms of its agreements with such Upstream Licensors throughout the Term. Furthermore, CyDex covenants and warrants that it shall not amend, modify or supplement the terms of, or waive any rights under any such agreements if the same would have the effect of limiting Company’s rights or expanding Company’s obligations hereunder.
Compliance with Upstream Licenses. [***]. In addition, CyDex represents and warrants that [***] to such Upstream Licensors and covenants that [***]. Furthermore, CyDex represents and warrants that [***].
Compliance with Upstream Licenses. (a) All licenses and other rights granted to Licensee under this ARTICLE II are subject to the rights and obligations of Company under the Upstream Licenses. Licensee, its Affiliates and their respective Sublicensees will comply with all applicable provisions of the Upstream Licenses, and will perform and take such actions as may be reasonably required to allow Company to comply with its obligations thereunder, including obligations relating to sublicensing, patent matters, confidentiality, reporting, audit rights, indemnification and diligence, in each case, to the extent that Company is provided a copy of such Upstream Licenses. Without limiting the foregoing, Licensee will prepare and deliver to Company any additional reports required under the applicable Upstream License and reasonably requested by Company, in each case, sufficiently in advance to enable Company to comply with its obligations under the applicable Upstream License.
(b) Licensee acknowledges and agrees that under the [***] Agreement, [***] retained rights to comply with certain obligations to manufacture and supply Compound to a Third Party, [***] (“[***]”) for use in clinical trials of combinations of [***]’s proprietary compounds and the Compound, and [***] has a right to conduct development and commercialization activities for such combination therapies and contingent reversionary rights with respect to certain indications (collectively, the “[***] Rights”), in each case, as further described in the [***] Agreement. The licenses and other rights granted to Licensee under this ARTICLE II are subject to the [***] Rights.
Compliance with Upstream Licenses. Codiak will comply with each Upstream License to which it is a party and will not, without the prior written consent of Sarepta, breach or otherwise take any action that would permit such other party thereunder to terminate such Upstream License or otherwise adversely affect the rights granted to Sarepta under this Agreement, including any Sarepta Option.
Compliance with Upstream Licenses. CyDex shall be solely responsible for paying directly to any and all Third Parties having rights in any of the Licensed Patents and/or Captisol Data Package (each an “Upstream Licensor”) any royalties or other amounts due to such Upstream Licensors as a result of Company exercising its rights hereunder. In addition, CyDex represents and warrants that it is not in breach of any of its obligations to such Upstream Licensors and covenants that it shall maintain its rights under and shall comply with the terms of its agreements with such Upstream Licensors throughout the Term. Furthermore, CyDex represents and warrants that it shall not amend, modify or supplement the terms of, or waive any rights under any such agreements if the same would have the effect of limiting or further restricting Company’s rights or expanding Company’s obligations hereunder.
Compliance with Upstream Licenses. CyDex shall be solely responsible for paying directly to any and all Third Parties having rights in any of the Licensed Intellectual Property (each an “Upstream Licensor”) any royalties or other amounts due to such Upstream Licensors as a result of Company exercising its rights hereunder. In addition, CyDex represents and warrants that it is not in breach of any of its obligations to such Upstream Licensors and covenants that it shall comply with the terms of its agreements with such Upstream Licensors throughout the Term. Furthermore, CyDex covenants and warrants that it shall not amend, modify or supplement the terms of, or waive any rights under any such agreements if the same would have the effect of limiting or further restricting Company’s rights or expanding Company’s obligations hereunder.
Compliance with Upstream Licenses. INCY and its Affiliates (a) will remain in material compliance with all terms and conditions of each Upstream License; (b) will ensure that the Upstream Licenses are in full force and effect for so long as any INCY IP licensed to INCY under such Upstream Licenses are necessary for the Development or Commercialization of Licensed Products in the Field and in the Zai Lab Territory; (c) will provide prompt notice to Zai Lab of its receipt of any written notice that alleges material breach by INCY or termination of any Upstream License; and (d) will not, without the prior CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Compliance with Upstream Licenses. All licenses and other rights granted to Launxp International under this Agreement are subject to the rights and obligations of Apollomics or its Affiliate under the Upstream Licenses. Without limiting the foregoing, Launxp International acknowledges that the rights that Apollomics is sublicensing under the Collaboration Agreement are being sublicensed on a non-exclusive basis (because Apollomics has only received a non-exclusive license under the Collaboration Agreement), while the remaining rights under the Apollomics Technology are being licensed either exclusively or Co-Exclusively, as applicable under this Agreement. Launxp International, its Affiliates and their respective permitted Sublicensees will comply with all applicable provisions of the Upstream Licenses, and will perform and take such actions as may be reasonably required to allow Apollomics to comply with its or its Affiliate’s obligations thereunder, including obligations relating to data sharing, sublicensing, patent matters, confidentiality, reporting, audit rights, indemnification and diligence.