Licenses/Sublicenses. To the Knowledge of the Seller, there are no licenses or sublicenses entered into by Licensee or any other Person (or any predecessor or Affiliate thereof) in respect of Licensee’s rights and obligations under the License Agreement (including any Licensed IP). The Seller has not received any request for consent from Licensee pursuant to Section 2(b) of the License Agreement.
Licenses/Sublicenses. Each Party shall have the right to grant licenses or sublicenses (or further rights of reference to licensees or sublicensees) under the rights it retains or is granted under Section 10.1: (i) to any of its Affiliates; provided that such license or sublicense shall immediately terminate if and when such Person ceases to be an Affiliate of such Party, (ii) to a Third Party through multiple tiers of licensees or sublicensees; provided that, unless otherwise agreed in writing by the other Party, (A) any such license or sublicense (1) shall apply only with respect to a Unilateral Product in the applicable Royalty Territory for an Indication which is not then an Active Indication or a Related Indication for any Active Indication in such Royalty Territory, (2) may only be granted after the EOP3 Opt-in with respect to such Unilateral Product for such Indication in such Royalty Territory has expired unexercised by the Non-Participating Party, and (3) shall require the prior written consent of the other Party if such license or sublicense granted to a Third Party includes the right to sell, promote or Detail such Unilateral Product in the U.S./Europe/Japan Region; and (B) the licensing or sublicensing Party shall first discuss with the other Party in good faith as to whether such other Party desires to take on the activities proposed to be licensed or sublicensed (but the Participating Party shall be under no obligation to engage such other Party as the subcontractor); or (iii) in connection with the settlement of any Joint Product Infringement, Unilateral Product Infringement or Field Infringement pursuant to Section 12.3.
Licenses/Sublicenses. Except as set forth on Schedule 4.9(b) of the Disclosure Schedule, to the Knowledge of the Seller, there are no licenses or sublicenses entered into by Licensee (or any predecessor or Affiliate thereof) or any other Person in respect of Licensee’s rights and obligations under the License Agreement (including any Licensed Patents). Except as set forth on Schedule 4.9(b) of the Disclosure Schedule, the Seller has not received any notice from Licensee pursuant to Section 2.2 or 6.6 of the License Agreement.
Licenses/Sublicenses. To the Knowledge of the Seller, other than Ordinary Course Licenses or Sublicenses or licenses or sublicenses among Licensee and its Affiliates (and its and their predecessors), (A) there are no licenses or sublicenses entered into by Licensee or any other Person (or any predecessor or Affiliate thereof) in respect of Licensee’s rights and obligations under the License Agreement (including any Licensed IP) and (B) there are no licenses or sublicenses entered into by the Foundation or any other Person (or any predecessor or Affiliate thereof) in respect of the Foundation’s rights and obligations under the Sponsored Research Agreement (including any Licensed IP). The Seller has not received any notice from Licensee pursuant to Section 3.3 or Section 11.5.4 of the License Agreement, nor has the Seller been requested by or given consent to, nor is the Seller in negotiation with, Licensee, pursuant to such provisions.
Licenses/Sublicenses. To the Knowledge of the Company, there are no licenses or sublicenses entered into by Licensee or any other Person (or any predecessor or Affiliate thereof) in respect of Licensee’s rights and obligations under the License Agreement (including with respect to any Transferred Patents). The Company has not received any notice from Licensee pursuant to Section 2.2 of the License Agreement.
Licenses/Sublicenses. Except for any Liens under clause (h) of the definition of Permitted Liens, to the Knowledge of the Seller, there are no licenses or sublicenses entered into by Licensee or any other Person (or any predecessor or Affiliate thereof) in respect of Licensee’s rights and obligations under the License Agreement (including any Licensed Patents). The Seller has not received any written notice from Licensee pursuant to Section 3.3(a) of the License Agreement.
Licenses/Sublicenses. MSD may not license its responsibilities under this Article IV nor grant sublicenses under the licenses granted under Section 3.2 without the prior written consent of NEUROGEN, such consent not to be unreasonably withheld, except as follows: MSD may grant sublicenses under any of its rights to any of its Affiliates for so long as such entity remains an Affiliate of MSD; MSD may use CROs and other Third Parties which it reasonably believes are competent to perform portions of the pre-clinical and clinical development of the Products to the extent consistent with its normal business practices; MSD may engage Third Parties to assist in the physical distribution of the Products to the extent consistent with its normal business practices; MSD may use Third Parties, including contract manufacturers, which it reasonably believes are competent to manufacture, label and package the Products; MSD may grant licenses or sublicenses to sell the Products to local distributors in any country selling its other pharmaceutical products in such country in accordance with MSD’s normal business practices;
Licenses/Sublicenses. Except as set forth on Schedule 4.1(i)(ii) of the Disclosure Schedule, to the Knowledge of the Seller, there are no licenses or sublicenses entered into by Licensee or any other Person (or any predecessor or Affiliate thereof) in respect of Licensee’s rights and obligations under the License Agreement (including any Licensed IP) related to the European Territory. The Seller has not received any notice from Licensee pursuant to Section 2.7.1 or Section 13.1.1 of the License Agreement.
Licenses/Sublicenses. Except as set forth on Schedule 4.1(j)(ii) of the Disclosure Schedule, to the Knowledge of Ultragenyx, there are no licenses or sublicenses entered into by Licensee or any other Person (or any predecessor or Affiliate thereof) in respect of Licensee’s rights and obligations under the License Agreement (including any Licensed IP) related, directly or indirectly, to the Profit Share Territory. Ultragenyx has not received any notice from Licensee pursuant to Section 13.1.1 of the License Agreement.
Licenses/Sublicenses. In the event the Purchaser does not exercise pursuant to the terms of this Agreement the Option during the Option Period or if the Option is properly exercised, but an Asset Purchase Closing Date does not occur, the Purchaser hereby automatically grants to the Company as of the termination or expiration of the Option Period a non-exclusive, fully paid-up, irrevocable, perpetual, worldwide right and license to the R&D Intellectual Property for the sole purpose of making, using, offering and selling Products solely in the Field of Use. To the extent Purchaser shall need a license to any Company Owned Intellectual Property or a sublicense to the Company Licensed Intellectual Property during the Option Period in connection with or as a result of the research and development activities performed pursuant to Sections 5.4(a) and (b), the Company hereby automatically grants to the Purchaser as of the Agreement Date a world-wide, fully paid-up, non-exclusive license, without a right of sublicense, to such Company Owned Intellectual Property and a sublicense to such Company Licensed Intellectual Property, solely for use during the Option Period as part of such research and development activities in furtherance of the R&D Plan.
