Grant of Sublicenses. Within a reasonable period of time following grant of any sublicense, to the extent sublicensing is permitted under Section 5.1, the sublicensing Party shall provide the other Party with a summary of such sublicense, including the identity of the Sublicensee (including any Affiliate) and the rights granted with respect thereto for each product and territory, sufficient to allow such other Party to verify any amounts then or subsequently due under Articles 6 and 7 below; provided that such summary may redact confidential information that the sublicensing Party is reasonably prohibited from disclosing under the sublicense agreement. Any sublicense granted under this Section 5.2 shall be consistent with all of the terms and conditions of this Agreement, and subordinate thereto, and the sublicensing Party shall remain responsible to the other Party for the compliance of each such Sublicensee with the obligations due under this Agreement.
Grant of Sublicenses. Company may grant sublicenses consistent with this Agreement if Company is responsible for the operations of its sublicensees relevant to this Agreement as if the operations were carried out by Company. Company must deliver to UWMRF a true and correct copy of each sublicense granted by Company, and any modification or termination thereof, within thirty (30) days after execution, modification, or termination. When this Agreement is terminated, all existing sublicenses granted by Company must be assigned to UWMRF. To the extent the Company is not responsible for the operations of its sublicensees, the relevant sublicense agreement must be approved in writing, in advance by UWMRF, which approval shall not be unreasonably withheld, and all responsibilities of this license shall be assumed by the sublicensee. In the event sublicensee shall breach this agreement or seek to terminate, Company shall have right to re-assume license.
Grant of Sublicenses. 3.1 Licensee is authorized to grant sublicenses to Licensed Patents to any third party to make, have made, use, sell or lease Licensed Products throughout the world.
3.2 Licensee shall pay to Licensor an initial fee of [*****] for each sublicense of the Licensed Patents it grants to a third party to make, have made, use lease and sell Licensed Products other than Exclusive Products. This fee is non-refundable and shall not be creditable against any running royalty due to Licensor from Licensee.
3.3 No sublicense shall be valid unless it refers in its terms to this Agreement, subjects the sublicensee to all obligations contained herein, is expressly subject to the terms of this Agreement, and provides for the termination of such sublicense at the same time and on the same conditions as this Agreement. Sublicensees shall not be entitled to grant sublicenses nor to prosecute or participate in the prosecution of any infringements of the Licensed Patents without Licensor's prior written consent, which shall not be unreasonably withheld.
3.4 Except as provided in Section 3.5 below, Licensee shall give Licensor prior notice of any sublicense contemplated under Article III of this Agreement. Licensee will not execute a sublicense agreement, or grant an option to acquire a sublicense, without the prior written approval of Licensor which approval shall not be unreasonably withheld.
3.5 No initial sublicense fee shall be owed to Licensor, and Licensor's consent shall not be required, for any sublicense, or any option to acquire a sublicense, of the Licensed Patents granted by Licensee to a third party to make, have made, use, lease or sell Exclusive Products. Licensee shall notify Licensor of all such sublicenses within a reasonable time after execution thereof, but in no case later than the next semi-annual report provided for in Section 5.1, below.
Grant of Sublicenses. Oculis and Sublicensees shall be entitled to grant multiple tiers of sublicenses under the rights and licenses granted pursuant to this Agreement without Accure’s consent. Sublicenses shall be on terms that are consistent with Oculis’ obligations under this Agreement. Oculis shall provide Accure with notice of any first tier Sublicenses granted by Oculis prior to the grant of such Sublicense and shall in a timely manner communicate a copy of a first tier Sublicense to Accure; such agreement may be redacted to exclude information not necessary to determine payment obligations under this Agreement. Such first tier (and other subsequent tiers) Sublicense shall contain similar provisions as those contained in this Article 3.1.
Grant of Sublicenses. Each party shall notify the other party in writing promptly following the grant of any sublicense hereunder, and shall provide a copy of the sublicense to the other party. All sublicenses granted hereunder shall be in writing and shall: (i) require the sublicensee to use the efforts to commercialize a Product imposed upon its sublicensor under Section 6.3 or Section 6.9, as applicable; and (ii) provide the other party with the right to enforce the sublicense, and receive all payments due thereunder, in the event of the termination of rights granted the sublicensor hereunder. In the event of the termination of rights granted the sublicensor under this Agreement, the other party shall recognize the licenses granted in sublicenses then in force; provided, however, that the other party shall not assume, and shall not be responsible to any sublicensee for, any representations, warranties or obligations of the sublicensor to any sublicensee. References to the “other party” in this Section 6.14 mean the other party to this Agreement (i.e., the party that has granted the license under which the sublicense referred to in this Section 6.14 has been granted by the sublicensor referred to in this Section 6.14).
Grant of Sublicenses. Subject to the terms of this Agreement and applicable law, the Licensee shall have the right, upon thirty (30) days prior written notice to the Licensor, to sublicense the use of the Trademarks on the basis of sublicense agreements (individually, a “Sublicense Agreement” and collectively, the “Sublicense Agreements”) to the following sublicensees (individually a “Sublicensee” and collectively, the “Sublicensees”):
(i) companies in which the Licensee directly or indirectly owns outstanding voting stock or shares in charter capital, or
(ii) legal entities with which the Licensee has contractual relations for the sale of goods and services included in the Classes of Goods and Services under the Agreement and which meet the dealer requirements as specified in the Licensor’s Requirements (“VCR Dealer Requirements”); or
(iii) other Licensee’s affiliates.
Grant of Sublicenses. GCAT may grant sublicenses of the rights granted in Section 6.1, or appoint persons or entities to distribute Licensed Product in the Territory, provided all of the following occur:
(a) the prior written consent of Achillion;
(b) each sublicensee/Related GCAT Party enters into a written agreement with GCAT containing provisions substantially similar to the terms of the Agreement including, but not limited to, the right for Achillion to audit the sublicensee’s books and records as provided in Section 7.6 of this Agreement; the assignment of inventions relating to Elvucitabine and/or Licensed Products to Achillion substantially similar to Section 10.2 of this Agreement, and confidentiality obligations substantially similar to Section 8 of this Agreement;
(c) the written agreement between sublicensee/ Related GCAT Party and GCAT is approved by Achillion in writing prior to execution by GCAT;
(d) the written agreement between sublicensee/Related GCAT Party and GCAT agreement shall terminate immediately upon termination of this Agreement; and
(e) GCAT shall remain liable to Achillion for the performance of each sublicensee/Related GCAT Party pursuant to this Agreement and the fulfillment of each sublicensee/Related GCAT Party of its contractual and legal requirements.
(f) For purposes of clarity, GCAT agrees to provide to Achillion for review, and to obtain Achillion’s prior written consent, to any agreement entered into by GCAT or a Related GCAT Party regarding Elvucitabine and/or Licensed Product.
Grant of Sublicenses. Licensee may, upon thirty (30) days prior written notice to DynaGen, grant sublicenses to third parties with respect to the development, manufacture, distribution or sale of the Licensed Products, provided that: (i) the licenses granted to such sublicensee are not inconsistent with the licenses granted to Licensee under this Article II; (ii) each sublicensee executes a sublicense agreement which contains confidentiality provisions on substantially the same terms as set forth herein; and (iii) Licensee forwards to DynaGen a copy of each sublicense agreement and a certification by an officer of Licensee that they have complied with clauses (i) and (ii) above and such sublicense does not violate Section 2.1 hereof.
Grant of Sublicenses. (a) BMS shall have the right to grant sublicenses under the licenses granted in Section 11.3 to its Affiliates and, following [ * ] of the first [ * ] of the initial Licensed Product, to Third Parties in the ROW and, following a Conversion, to Third Parties in the USA; provided that any such sublicense shall:
(i) Be subject to and governed by this Agreement.
(ii) With respect to a sublicense to an Third Party, be disclosed to Zymo in its entirety, subject to Zymo’s obligations under Article Thirteen to the extent applicable thereto.
(iii) With respect to a sublicense to an Affiliate, provide that such sublicense shall automatically terminate if such entity ceases to be an Affiliate of BMS.
(iv) With respect to a sublicense to a Third Party, provide that, upon termination of this Agreement, Zymo may, terminate or continue the sublicense in accordance with Article Sixteen and this Agreement.
(b) Zymo shall have the right to grant sublicenses to its Affiliates under the licenses granted in Section 11.4; provided that any such sublicense shall:
(i) Be subject to and governed by this Agreement and that the Sublicensee shall conform to all of Zymo’s obligations hereunder.
(ii) Be disclosed to BMS in its entirety, subject to BMS’ obligations under Article Thirteen to the extent applicable thereto.
(iii) Provide that such sublicense shall automatically terminate if such entity ceases to be an Affiliate of Zymo.
(c) Zymo shall have the right to grant sublicenses to its Affiliates and Third Parties under the license granted in Section 11.4(c). For clarity, this ability to grant sublicenses shall be subject to the restrictions on Zymo’s ability to develop Competing Products or conduct Competing Programs under Article Two.
Grant of Sublicenses. In the event HEI, HEA or any of their controlled Affiliates obtains a license or comparable right, including but not limited to any cross-licensing arrangement that HEI, HEA or any of their controlled Affiliates may enter into with Texas Instruments and/or Hitachi or any covenant not to xxx granted by Texas Instruments and/or Hitachi (collectively, a "License") from Texas Instruments and/or Hitachi in order to resolve infringement charges made against them, HEI, HEA and/or their controlled Affiliates shall seek in good faith and use commercially reasonable efforts to obtain the right from Texas Instruments or Hitachi, as applicable, to grant to ChipPAC BVI and its Affiliates a sublicense under any such License and shall grant such sublicense ChipPAC BVI and its Affiliates on the same terms and conditions as the License, provided, however, that any such sublicense shall apply only to those patent, utility, design and computer program rights licensed from Texas Instruments or Hitachi that are relevant to business of the Company, ChipPAC Korea or ChipPAC Shanghai. Notwithstanding the foregoing, to the extent the License requires payment by HEI, HEA or their controlled Affiliates to Texas Instruments and/or Hitachi, the payment obligation under the sublicense shall be prorated in a commercially reasonable manner as agreed to between ChipPAC BVI (on behalf of itself and its Affiliates) and HEI, HEA or their Affiliates, as applicable. Nothing in this Section 7.7 shall require HEI, HEA or any of their Affiliates to pay or agree to pay for the right to grant such a sublicense or prevent HEI, HEA or any of their Affiliates from entering into an agreement or arrangement with Texas Instruments and/or Hitachi that does not provide for a right to grant such a sublicense; provided, however, that HEI or HEA, as applicable, shall promptly notify ChipPAC BVI of any payment required by Texas Instruments and/or Hitachi for the right to grant such a sublicense, and ChipPAC BVI shall have the option to pay such amount in return for receiving such sublicense.
