Further Sublicenses. The foregoing licenses granted to ------------------- Genzyme and BioMarin, respectively, shall include the right to grant and further authorize sublicenses to Third Parties within the scope of such licenses.
Further Sublicenses. Audentes shall have the right to further sublicense the rights granted to Audentes hereunder subject to all the relevant terms and conditions of the HHS Patent License Agreement applicable to sublicensing, including without limitation article 4 thereof.
Further Sublicenses. Xcyte shall have the right to grant further sublicenses under the foregoing license and/or sublicense, provided the Sublicensees agree to comply with all terms and conditions of this Agreement. Notwithstanding any such further sublicenses, Xcyte shall remain primarily liable for all of such Affiliates’ and Sublicensees’ duties and obligations contained in this Agreement.
Further Sublicenses. (a) Except as set forth in Section 2.5, the rights licensed to Cadence under Section 2.1 shall be sublicensable to a Third Party [***] (except to the extent otherwise agreed to by BMS in writing in its sole discretion, which writing shall, to the extent applicable, specifically waive compliance with this Section 2.4(a)): (i) such sublicense shall refer to this Agreement and shall be subject and subordinate to this Agreement and, with respect to the Sublicense, the Pharmatop License Agreement, (ii) the sublicensee shall assume and agree in writing to be bound by and comply with the terms and conditions of this Agreement in the same manner as Cadence, and without limiting the generality of the foregoing to maintain insurance coverage at the same levels and on the same terms and conditions as set forth in Section 7.5, provide sales reports pursuant to Section 4.7 hereof and keep books and records and permit BMS to review such books and records pursuant to Section 4.8 hereof, (iii) BMS shall be made an express third party beneficiary of the sublicensee’s obligations under such sublicense that relate to compliance with the terms and conditions of this Agreement with the express right to enforce the same directly against the sublicensee, (iv) a copy of the proposed sublicense (except that any confidential financial terms may be redacted) shall be provided to BMS at the time Cadence seeks BMS’s consent to such sublicense as aforesaid, (v) an executed copy of the sublicense (except that any confidential financial terms may be redacted) shall be provided to BMS promptly after execution, (vi) each sublicense or other right granted by Cadence with respect to any right licensed to it hereunder shall terminate immediately upon the termination of the Sublicense or License from BMS to Cadence with respect to such right; and (vii) such sublicensees shall not have the right to grant further sublicenses or otherwise transfer any rights sublicensed to them with respect to the Products except in accordance with and subject to this Section 2.4 and all of the other terms and conditions of this Agreement. The foregoing shall also apply in the event of any subsequent amendment or modification of such sublicense agreement. In the event Cadence desires to effect any such sublicense, it shall provide BMS with such information concerning the proposed arrangement as BMS may reasonably request. BMS shall use reasonable efforts to provide its response within [***] ([***])[***] (or, if B...
Further Sublicenses. (a) Subject to the terms and conditions herein, GenSight shall have the right to further sublicense the License granted to it above to its Affiliates and/or to multiple third parties (“Sublicensees”); provided that:
(i) It may grant a sublicense to only one additional tier of Sublicensees with no further right to such Sublicensee to further sublicense such rights;
(ii) It shall remain responsible for its performance under this Agreement and for the performance of its Sublicensees;
(iii) it may grant a sublicense only to Sublicensees the extent such sublicense is commercially reasonable, useful or necessary for the development and/or commercialization of Licensed Products in accordance with this Agreement and the Head License;
(iv) such sublicense is subject to a written sublicense agreement (in English) and is bound by all of the applicable terms, conditions, obligations, restrictions and other covenants of this Agreement and the Head License that protect or benefit the Regents’ (and, if applicable, the U.S. Government’s and other sponsors’) and Avalanche’s rights and interests;
(v) GenSight, within [**] days after issuing any further sublicense, furnishes to Avalanche for delivery to Regents, [**], all material terms of any such sublicenses, pertaining to [**]’ interests, including the Sublicensee’s name and address;
(vi) The sublicense shall contain a provision providing for the Sublicensee to indemnify, hold harmless, and defend Regents and its officers, employees, and agents; sponsor(s) of the research that led to the Inventions (as such term is defined in the Head License); and the inventors of any patents and patent applications under Licensed Patents and their employers against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from or arising out of exercise of the sublicense. This indemnification shall include, but not be limited to, any product liability. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
(b) GenSight hereby agrees that any and all terms or conditions in any sublicense that directly or indirectly conflict with this Agreement or the Head License shall be void and not binding on either Avalanche or the Regents.
(c) Upon termination of the Head License for any reason, the License, as long as GenSight is in compliance with this Agreement as of the date of such termination, will survive such termination (as a direct license from Rege...
Further Sublicenses. The Company shall have the right to grant sublicenses under the rights granted in Section 2.1 and Section 2.7 (if any) at its sole discretion provided that it is not in material breach of its material obligations set forth herein and it complies with the terms hereof. Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions which Company reasonably believes are sufficient to enable the Company to comply with this Agreement. Any sublicense which is not in accordance with the forgoing provisions shall be null and void. Prior to or shortly following the signing of a Sublicense agreement, Company may request in writing that JSR confirm in writing that the relevant Sublicensee is an appropriate potential direct licensee (i.e. an entity that is capable of further developing and/or commercializing a Product that is the subject to the Sublicense) for purposes of Section 10.6.4. If Company provides such a request, JSR shall not unreasonably withhold or delay providing such confirmation. Copies of all Sublicense Agreements, including all amendments thereto, shall be provided to JSR within [***] of execution thereof with confidential information that is not relevant to JSR redacted. The Company may redact from such copies any information the Company or its sublicensee deems confidential that does not affect the obligations of the Company under this Agreement or JSR’s or University’s ability to monitor the Company’s compliance with its payment obligations under this Agreement. University and JSR shall maintain such copies of Sublicense Agreements in strict confidence and use them solely for the purposes of monitoring JSR’s and University’s rights under this Agreement. The Company shall not sublicense the Patent Rights to a patent holding company or other similar non-operating entity that would not reasonably be expected to enable Company to fulfill the due diligence obligations set forth in Section 3.1.
Further Sublicenses. The sublicenses granted under Section 2.1 include the right to grant sublicenses within the scope of the licenses; provided that any such sublicensee agrees to be bound by terms and conditions materially identical to the provisions of Sections 2.5, 2.6, 9.4.2 and 9.5 herein. Additionally, KVP shall disclose to FemPharm in advance of any such grant of a sublicense the identity of the proposed sublicensee and shall discuss and consider in good faith any reasonable concerns FemPharm may have with regard to granting a sublicense to such entity, and shall consider in good faith FemPharm’s suggestions to address any of its reasonable concerns. Notwithstanding any sublicense granted hereunder KVP shall remain fully responsible for all of its obligations hereunder and KVP shall be responsible for the actions of any of its sublicensees hereunder (direct or indirect), and if any such sublicensee breaches any KVP obligation under the Agreement, such breach will be deemed a breach by KVP.
Further Sublicenses. Any obligations required by the UNC License Agreement to be included in a sublicense thereunder, shall be deemed to be included in this Agreement and shall be further included by EISAI in any sublicense granted by EISAI under this Agreement.
Further Sublicenses. Provided further sublicensing is permitted by the ------------------- Regents License, Medarex shall have the right to grant further sublicenses of any of the rights granted under subparagraphs 3.1(a) and (b), subject to the following terms and conditions:
Further Sublicenses. Company shall furnish ALSTDI with a fully executed copy of any Sublicense agreement promptly after execution without redaction, provided that the terms and conditions of each Sublicense shall be deemed Confidential Information. Upon termination of this Agreement for any reason, any Sublicensee not then in default may seek a license from ALSTDI. ALSTDI agrees to negotiate such licenses in good faith under reasonable terms and conditions.
