Further Sublicensing Sample Clauses
The 'Further Sublicensing' clause defines whether and how a licensee may grant sublicenses to third parties under the rights originally granted by the licensor. Typically, this clause outlines any restrictions, conditions, or approval requirements for sublicensing, such as limiting sublicensing to specific territories, purposes, or requiring the licensor's prior written consent. Its core practical function is to control the distribution and use of licensed rights beyond the original licensee, thereby protecting the licensor’s interests and ensuring that sublicensing does not occur without oversight or contrary to the original agreement’s intent.
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Further Sublicensing. Without the prior written consent of University, a Sublicensee shall not grant any sublicense except that a Sublicensee may: 1) grant a Label License so that any product it sells to an End-User may be used for its intended purpose only with respect to amounts of product purchased; and/or 2) grant a royalty-free Sublicense solely to conduct Clinical Trials as specified in Section 2.03(K). Any purported sublicense granted by a Sublicensee (other than as expressly permitted herein) that has not been authorized by written consent of the University will be null and void and a Sublicensee’s effort to grant such a sublicense will constitute a material breach of this Agreement.
Further Sublicensing. The rights granted by Sublicensor to Sublicensee and its subsidiaries pursuant to paragraph 2.1 shall not include the right to grant sublicenses to any other entities.
Further Sublicensing. Without the prior written consent of Licensor, a Permitted Sublicensee shall not grant any Sublicense except that a Permitted Sublicensee may grant a Label License so that any product it sells to an End-User may be used for its intended purpose only with respect to amounts of product purchased. Any purported sublicense granted by a Permitted Sublicensee (other than as expressly permitted herein) that has not been authorized by written consent of the Licensor will be null and void and constitute a material breach of this Agreement. Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED
Further Sublicensing. (a) This Agreement shall not be further sublicensed except that, as applicable, the C1 Strains the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, the Genetic Tools and the Danisco Patents may be further sublicensed to the extent necessary to Third Parties having no economic interest in the Pharmaceutical Product under development to provide contract research services or contract manufacturing services for Sublicensee to exercise its ‘have made’ rights or, with respect to a Pharmaceutical Product in the Field of Use, to grant limited sublicenses within multiple tiers of Sublicensee Affiliates or Third Parties solely to permit manufacturing, distributing or marketing such Pharmaceutical Product within the Field of Use on behalf of Sublicensee under terms no less restrictive than the terms set forth in Section 2.2 of the License Agreement.
(b) Notwithstanding the provisions of Section 2.4(a), Sublicensor may prohibit the transfer by Sublicensee of C1 Strains for development and/or manufacturing purposes to countries and/or Third Parties that Sublicensor reasonably believes in its sole discretion may present a legitimate risk of intellectual property theft. Sublicensee shall provide at least sixty (60) days’ written notice to Sublicensor in the event that Sublicensee plans to transfer any C1 Strains for research services or contract manufacturing purposes outside of the United States and/or to any Third Party that is not a wholly-owned Affiliate of Sublicensee within the United States. Sublicensor may exercise its right to prohibit such transfer in its sole discretion by written notice to Sublicensee within thirty (30) days of receipt of Sublicensee’s notice. In the absence of such written notice from Sublicensor within such thirty (30)-day period, Sublicensor shall be deemed to have consented to the proposed transfer.
Further Sublicensing. BioSante may, in connection with the exercise of its sublicense rights under the Agreement, authorize (i) its sublicensee(s) to solely grant a further sublicense to their contract manufacturer(s) for the sole purpose of manufacturing Product for such sublicensee(s) to the extent that BioSante has such license right itself or (ii) an exclusive sublicensee of BioSante (“Sublicensee”) the right to further sublicense Bio-E-Gel subject to Antares’ written consent (not to be unreasonably withheld), provided, that all payments due to BioSante from its Sublicensee, directly or indirectly, for the grant of such further sublicense by the Sublicensee shall be paid into the Escrow Account and disbursed in accordance with the procedures and allocation percentages provided in Paragraph 2.2 of the Agreement.
Further Sublicensing. Without the prior written consent of Licensor, a Permitted Sublicensee shall not grant any Sublicense except that a Permitted Sublicensee may grant a Label License so that any product it sells to an End-User may be used for its intended purpose only with respect to amounts of product purchased. Any purported sublicense granted by a Permitted Sublicensee (other than as expressly permitted herein) that has not been authorized by written consent of the Licensor will be null and void and constitute a material breach of this Agreement.
Further Sublicensing. Celladon shall have the power to sublicense its rights to a downstream sublicensee that is an Affiliate of Celladon or to a Third Party collaborator solely for purposes of research, development or other non-commercial purposes, or as reasonably necessary, to manufacturers or distributors for the account of Celladon, but only on condition that any sublicense requires such Affiliate or Third Party collaborator to comply with the applicable terms of this Agreement and prohibits further sublicensing. Celladon shall require its Affiliates and all Sublicensees to comply with the applicable terms and conditions of this Agreement (and Celladon shall remain liable for any breach by such Affiliate or Sublicensee of any of the terms and conditions of this Agreement). Celladon shall provide to AmpliPhi a complete and accurate copy of all agreements granting any such sublicense hereunder within 30 days after such agreement is executed, provided that Celladon may redact from such copy any proprietary or confidential information that is not necessary for AmpliPhi to ascertain Celladon’s compliance with its obligations under this Agreement.
Further Sublicensing