Out-Licenses. (a) Seller shall not grant to any Third Person any exclusive right or license under the Product IP without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.
(b) Seller shall not enter into in any Out-License that would expressly allow a Third Person to use such Intellectual Property to develop or commercialize a product competitive with Products.
(c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller may enter into an Out-License without the prior written consent of Purchaser if Seller complies with the following provisions:
(i) Seller shall include in such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreement.
(ii) Seller shall promptly provide Purchaser with (A) an executed copy of such Out-License, (B) executed copies of each material amendment, supplement, modification or waiver of any provision of such Out-License, and (C) copies of all material reports provided to Seller by the counterparty to such Out-License.
(iii) Seller shall provide Purchaser prompt written notice of the counterparty’s material breach of its obligations under such Out-License of which any of the individuals named in the definition of “Knowledge” as it relates to Seller becomes aware.
(iv) Seller shall provide Purchaser with written notice following the termination of such Out-License.
(d) Notwithstanding anything in this Section 4.4 to the contrary, Seller shall have the right to enter into, amend and terminate any Permitted Agreements in its sole discretion without the prior consent of, or any notice to, Purchaser.
Out-Licenses. (a) Subject to compliance with this Section 5.12 and Section 5.15 below, Cibus may license or cause its Affiliates to license (but not assign or otherwise transfer title to, except pursuant to Section 10.6) all or a portion of the RTDS Rights to a Third Party (a “Permitted Licensee”) to develop, manufacture, promote, market, use, sell, offer for sale, import or distribute products arising out of the RTDS Rights in all or any portion of the Territory without the Seller Representative’s prior written consent (any such license, a “Permitted License”).
(b) Cibus shall provide to the Seller Representative executed copies of any Permitted License or any proposed Modification thereof not later than five (5) Business Days following the execution thereof.
Out-Licenses. (a) Subject to compliance with this Section 5.12, the Seller may license (but not assign or otherwise convey title to, except pursuant to Section 9.6) all or a portion of the Vosaroxin Product Rights to a Third Party (a “Permitted Licensee”) to develop, manufacture, promote, market, use, sell, offer for sale, import or distribute Product(s) in all or any portion of the Territory without the Buyer’s prior written consent (any such license, a “Permitted License”).
(b) The Seller shall provide to the Buyer copies of near-final draft term sheets related to any license contemplated by Section 5.12(a) of rights in a Major Country or any Modification thereof at least [ * ] Business Days prior to the execution thereof. If the Seller and such potential Third Party licensee do not execute a term sheet prior to exchanging draft definitive transaction documents relating to any license contemplated by Section 5.12(a) or any Modification thereof, then the Seller shall promptly (and in any event within [ * ] Business Days) provide to the Buyer a copy of such initially exchanged draft transaction documents or such Modification. The Seller shall promptly (and in any event within [ * ] Business Days) provide to the Buyer copies of all final term sheets and final transaction documents related to any license contemplated by Section 5.12(a) or any Modification thereof.
(c) The Seller hereby agrees (i) to cause any license contemplated by Section 5.12(a) to [ * ] that are consistent in all material respects with [ * ] and (ii) to cause any license contemplated by Section 5.12(a) to [ * ] on terms and conditions consistent in all material respects with [ * ]. The Seller further agrees to use commercially reasonable efforts (i) to cause any license contemplated by Section 5.12(a) to require the Third Party licensee thereto to [ * ] that are consistent in all material respects with [ * ] and (ii) to cause any license contemplated by Section 5.12(a) to [ * ] on terms and conditions consistent in all material respects with [ * ].
(d) Any license contemplated by Section 5.12(a) shall provide that each of the foregoing obligations and restrictions set forth in Section 5.12(a) shall be included in any sublicense granted thereunder, unless otherwise agreed by Buyer in writing.
Out-Licenses. Neither the Company nor any of its subsidiaries has transferred ownership of, or granted any exclusive license with respect to, any Company Intellectual Property to any third party (herein "OUT LICENSE"), except where such transfer or license has not had and is not reasonably likely to have, individually or collectively, a Material Adverse Effect.
Out-Licenses. (a) Subject to Section 4.14 and compliance with this Section 4.12, Seller may license (but not assign or otherwise convey title to, except pursuant to Section 9.3) all or a portion of the Vascepa Product Rights to a Third Person (a “Permitted Licensee”) to research, develop, manufacture, promote, market, use, sell, offer for sale, import or distribute Product(s) in all or any portion of the Territory without the Purchaser’s prior written consent (any such license, a “Permitted License”).
(b) Seller shall promptly (and in any event within [***]) provide the Purchaser with (i) executed copies of each executed Permitted License, (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of a Permitted License and (iii) copies of all material reports, documents, and other materials provided by Seller to the counterparty to each Permitted License provided or by the counterparty to any Permitted License to Seller.
(c) Any license contemplated by Section 4.12(a) shall [***].
(d) The Seller shall provide the Purchaser with written notice following a counterparty’s material breach of its obligations under any Permitted License.
(e) The Seller shall provide the Purchaser with written notice following the termination of any Permitted License.
Out-Licenses. (a) Subject to compliance with this Section 5.11, the Seller may enter into an Out-License (but not assign or otherwise convey title to) with a Third Party or enter into an agreement to research, develop or manufacture (each, a “Permitted Licensee”) with respect to all or a portion of the Intellectual Property Rights to develop, manufacture, promote, market, use, sell, offer for sale or import the Product in all or any portion of the world without the Buyer’s prior written consent (any such license, a “Permitted License”).
(b) The Seller shall promptly (and in any event within five (5) Business Days) provide the Buyer with (i) executed copies of each executed Out-License, (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of an Out-License and (iii) copies of all material reports provided by the Seller to the counterparty to each Out-License provided or provided in writing by the counterparty to any Out-License to the Seller.
(c) All Out-Licenses shall contain provisions permitting the Seller to audit such counterparty on terms and conditions consistent in all material respects with the Buyer’s rights to audit the Seller set forth in Section 5.4.
(d) The Seller shall provide the Buyer prompt written notice of a counterparty’s material breach of its obligations under any Out-License of which the a member of the Seller’s executive team or senior legal counsel becomes aware.
(e) The Seller shall provide the Buyer with written notice following the termination of any Out-License.
Out-Licenses. Section 2.8(g) of the Company Disclosure Schedule contains a true, correct and complete list of all Contracts, licenses and agreements to which the Company is a party or by which it is bound or is otherwise obligated to perform and pursuant to which the Company has, directly or indirectly, granted, licensed or provided any Company IP (including any covenant not to assert or enforce Company IP) to third parties, as a service or otherwise, other than: (i) nondisclosure agreements, (ii) non-exclusive licenses of the Company Products and non-exclusive agreements to provide the Company Products (in each case of (i) and (ii), pursuant to any agreement that has been entered into in the ordinary course of business and that do not materially differ in substance from the applicable Standard Form Agreement), (iii) Contracts under which the only Company IP granted, licensed or provided by the Company or one of its Subsidiaries is to contractors or vendors, in the ordinary course of business, for the sole benefit of the Company or its Subsidiaries and (iv) Incidental Outbound Licenses ((i)-(iv), collectively, the “Non-Scheduled Out-Licenses” and, together with the Scheduled Out-Licenses and the VMware Customer Contracts, the “Outbound License Agreements”). There are no facts or circumstances that would cause the Company to be in breach of Section 2.16(b) with respect to any of the Outbound License Agreements other than the Non-Scheduled Out-Licenses.
Out-Licenses. Section 3.11(h) of the Seller Disclosure Schedule lists all Contracts, licenses and agreements to which Seller is a party and under which Seller has granted, licensed or provided any Seller Owned Intellectual Property to third parties (“Out-Licenses”), other than (i) licenses pursuant to which Seller has granted rights to contractors or vendors to use Seller Owned Intellectual Property for the sole benefit of Seller, (ii) non-disclosure agreements, and (iii) nonexclusive licenses or rights granted by Seller to vendors or end users of the Seller Products in the ordinary course of Business of Seller.
Out-Licenses. During the term of the Revenue Participation Right:
Out-Licenses. Section 3.11(e) of the Target Disclosure Schedule contains an accurate list of all licenses, sublicenses and other agreements to which Target is a party and pursuant to which Target authorizes any Person to use any Target Intellectual Property, excluding nonexclusive customer licenses entered into in the ordinary course of business by Target which do not materially deviate from the standard form of license provided in the Data Room.
