Direct Licenses to Affiliates. Wyeth may at any time request and authorize Trubion to grant licenses within the scope of Section
2.1 directly to Affiliates of Wyeth by giving written notice designating to which Affiliate a direct license is to be granted. Upon receipt of any such notice, Trubion shall enter into and sign a separate direct license agreement with such designated Affiliate of Wyeth. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by the laws and regulations in the country in which the direct license will be exercised; provided, however, that Trubion shall have no obligation to enter into any such direct license agreement if the effect of entering into such agreement (and continuing as a Party to this Agreement) would be to increase the level of obligations owed by Trubion, decrease the obligations owed to Trubion or the enforceability thereof, or decrease the consideration owed to Trubion relative to the obligations owed by or to, or the consideration owed to, Trubion under this Agreement, had such direct license(s) not been granted. In countries where the validity of such direct license agreement requires prior government approval or registration, such direct license agreement shall not become binding between the parties thereto until such approval or registration is granted, which approval or registration shall be obtained by Wyeth. All costs of making such direct license agreement(s), including Trubion's reasonable attorneys' fees, under this Section 2.5 shall be borne solely by Wyeth.
Direct Licenses to Affiliates. Pfizer may, from time to time, request that Spark grant licenses directly to Affiliates of Pfizer by giving written notice, upon receipt of which Spark agrees to enter into and sign a separate direct license agreement with such designated Affiliate of Pfizer. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by Applicable Laws in the country in which the direct license will be exercised. The Parties further agree to make such amendments to this Agreement that are necessary to conform the combined terms of such direct licenses and this Agreement to the terms of this Agreement as set forth on the Effective Date. All costs of making such direct license agreement(s), including Spark’s reasonable attorneys’ fees, under this Section 2.6 shall be borne by Pfizer. In connection with any such direct license, Spark may require that Pfizer guarantee the performance of its Affiliate.
Direct Licenses to Affiliates. Pfizer may, from time to time, request that Sangamo grant licenses or sublicenses, to the Licensed Technology or Licensed Companion Diagnostic Technology and of the same or narrowed scope as the licenses granted to Pfizer pursuant to Section 2.1(a), directly to Affiliates of Pfizer by giving written notice, upon receipt of which Sangamo agrees to enter into and sign a separate direct license or sublicense agreement with such designated Affiliate of Pfizer. All such direct license or sublicense agreements will be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by applicable Laws in the country in which the direct license or sublicense will be exercised (excluding any such modifications that would require Sangamo to grant additional rights or take on additional obligations beyond what is set forth in this Agreement without any such modifications). The Parties further agree to make any amendments to this Agreement that are necessary to conform the combined terms of such direct licenses or sublicenses and this Agreement to the terms of this Agreement as set forth on the Effective Date. In connection with any such direct license, Sangamo may require that Pfizer guarantee the performance of its Affiliate. All reasonable costs of making such direct license or sublicense agreement(s) or amending this Agreement, including Sangamo’s reasonable attorneys’ fees, under this Section 2.6 will be borne by Pfizer and reimbursed to Sangamo within [ * ] of Sangamo’s invoice therefor.
Direct Licenses to Affiliates. WLV may at any time following or at the time of the initiation of sales in a given geography (country or region, e.g., the European Union) request and authorize INX to grant licenses directly to Affiliates of WLV in such geography by giving written notice to INX designating to whom a direct license is to be granted by INX. Upon receipt of any such notice, INX shall enter into a separate direct license agreement with each WLV Affiliate designated by WLV in such notice and the exclusive license shall convert to a co-exclusive license. All such direct license agreements shall include all of the terms of this Agreement, including Section 2.15 "Minimum Diligence" below, (except those terms pertaining to development of Licensed Products), except for such modifications as may be required by the laws and regulations in the country in which the direct license agreement is to be performed, provided that any such direct licenses are consistent with the economic terms and intent of this Agreement. In countries where validity of the direct license agreement requires prior governmental approval or registrations, such direct license agreements shall not become binding between the Parties thereto until such approval or registration is granted. Upon termination of this Agreement without cause by WLV, no existing direct licenses granted to WLV Affiliates shall be affected by such termination, and all such direct licenses to Affiliates shall remain in effect according to their terms, provided that such termination of this Agreement and continuation of the direct licenses is consistent with the economic terms and intent of this Agreement. INX shall continue to be entitled to payments under such direct licenses to Affiliates pursuant to this Article 2.
Direct Licenses to Affiliates. Pfizer may, from time to time, request that BioNTech grants on behalf of itself and its Affiliates (and will procure that its Affiliates grant) licenses or sublicenses directly to Affiliates of Pfizer by giving written notice, upon receipt of which BioNTech and its Affiliates will enter into and sign a separate direct license or sublicense agreement with such designated Affiliate of Pfizer. All such direct license or sublicense agreements will be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by applicable Laws in the country in which the direct license or sublicense will be exercised. The Parties further agree to make any amendments to this Agreement that are necessary to conform the combined terms of such direct licenses or sublicenses and this Agreement to the terms of this Agreement as set forth on the Execution Date. All reasonable costs of making such direct license or sublicense agreement(s), including BioNTech’s reasonable attorneys’ fees, under this Section 2.5 will be borne by Pfizer.
Direct Licenses to Affiliates. Pfizer may, from time to time, request that BIND grant (sub)licenses directly to Affiliates of Pfizer by giving written notice, upon receipt of which BIND agrees to enter into and sign a separate direct license agreement with such designated Affiliate of Pfizer. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by applicable laws in the country in which the direct license will be exercised. The Parties further agree to make any amendments to this Agreement that are necessary to conform the combined terms of such direct licenses and this Agreement to the terms of this Agreement as set forth on the Effective Date. Notwithstanding the foregoing, BIND shall not be required by this Section 7.5, or otherwise, to grant any such (sub)licenses to Affiliates of Pfizer, or to agree to any such amendments to this Agreement, if BIND reasonably determines that such grant or such agreement would materially prejudice or impair BIND’s rights or benefits hereunder, or would impose any material additional obligation on BIND. All costs of making such direct license agreement(s), including BIND’s reasonable attorneys’ fees, under this Section 7.5 shall be borne by Pfizer.
Direct Licenses to Affiliates. Pfizer may, from time to time, request that OPKO grant licenses directly to Affiliates of Pfizer by giving written notice, upon receipt of which OPKO agrees to enter into and sign a separate direct license agreement with such designated Affiliate of Pfizer. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by Applicable Laws in the country in which the direct license will be exercised. The Parties further agree to make such amendments to this Agreement that are necessary to conform the combined terms of such direct licenses and this Agreement to the terms of this Agreement. All costs of making such direct license agreement(s), including OPKO’s reasonable attorneys’ fees, under this Section 2.5 shall be borne by Pfizer.
Direct Licenses to Affiliates. Wyeth-Ayerst may, at any time, request from ArQule, and ArQule agrees to grant directly to Wyeth-Ayerst Affiliates in any country other than the United States equivalent rights as granted to Wyeth-Ayerst on equivalent terms and conditions as agreed to by Wyeth-Ayerst under this Agreement. Accordingly, upon receipt of Wyeth-Ayerst’s request, ArQule shall enter into and sign a direct license agreement or agreements with such Wyeth-Ayerst Affiliates designated by Wyeth-Ayerst in the request. All direct license agreements coming into force under this section shall contain terms and conditions which are equivalent with those in this Agreement, subject only to such modifications, as may be required by the laws or regulations of the country to be demonstrated by Wyeth-Ayerst in which such direct license may still be exercised, but only to the extent such modifications are outside Wyeth-Ayerst’s or its Affiliates’ direct or indirect control, including, but not limited to, restrictions against the remittance of royalties and limitations upon the term or duration of said direct license agreement. In those countries in which the validity of such a direct license agreement requires prior government approval or registration, such direct license agreement shall not be binding or have force or effect until the required governmental approval or registration has been granted.
Direct Licenses to Affiliates. Salix may at any time request and authorize Progenics to grant licenses in respect of the rights licensed to Salix in Section 2.1 (including the right to Sublicense as set forth in Section 2.2) directly to wholly owned Affiliates of Salix by giving notice designating to whom a direct license is to be granted. Upon receipt of any such notice, Progenics shall enter into and sign a separate direct license agreement with such designated Affiliate of Salix. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by Applicable Law; provided, however, that Progenics shall have no obligation to enter into any such direct license agreement if the effect of entering into such agreement (and continuing as a Party to this Agreement) would be to increase the level of obligations owed by or risks assumed by Progenics, or decrease the consideration owed to Progenics, relative to the obligations owed by, risks assumed by, or consideration owed to Progenics under this Agreement or otherwise adversely affect Progenics. In countries where validity of the direct license agreement requires governmental approval or registration, such direct license agreement shall not become binding between the parties thereto until such approval or registration is granted, which approval or registration shall be obtained by Salix. All costs of making a direct license, including Progenics’s reasonable attorneys fees, under this Section 2.3 shall be borne by Salix. Salix shall be responsible to Progenics for the performance of its Affiliates under such direct licenses.
Direct Licenses to Affiliates. Pfizer may, from time to time, request that Codex grant licenses directly to Affiliates of Pfizer by giving written notice, upon receipt of which Codex agrees to enter into and sign a separate direct license agreement with such designated Affiliate of Pfizer. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by applicable Laws in the country in which the direct license will be exercised. The Parties further agree to make any amendments to this Agreement that are necessary to conform the combined terms of such direct licenses and this Agreement to the terms of this Agreement as set forth on the Effective Date. All costs of making such direct license agreement(s), including Codex’s reasonable attorneys’ fees, under this Section 2.5 shall be borne by Pfizer. Pfizer shall remain responsible for the performance of its Affiliates under any such direct license agreement(s), and any breach of any such direct license agreement(s) by the Pfizer Affiliate that is a party thereto.
