Out-Licenses Sample Clauses

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 5.8, the Seller may grant, at its sole discretion, licenses, covenants not to xxx, or other similar rights to any Affiliate or Third Party (each, a “Permitted Licensee”) with respect to all or a portion of the Intellectual Property Rights including to develop, manufacture, promote, market, use, sell, offer for sale or import any Product in all or any portion of the world [*] (any agreement granting any of the foregoing rights, a “Permitted License”). (b) The Seller will cause to be included in all Out-Licenses provisions (i) 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 and (ii) requiring the counterparty to any Out-License to keep books and records in accordance in all material respects with the requirements of the Seller and its Affiliates set forth in Section 5.4. The Seller shall use Diligent Efforts to include in all Out-Licenses provisions (i) requiring the counterparty to any Out-License to provide the Seller with notice of any infringement of the Patent Rights and (ii) requiring the counterparty to any Out-License to provide the requisite information regarding its Net Sales of any Product to allow the calculation of such Net Sales in accordance with the definition of Net Sales contained in this Agreement. (c) The Seller shall provide the Buyer prompt written notice within [*] Business Days of any counterparty’s material breach of its obligations under any Out-License of which any of the individuals named in the definition of “Knowledge of the Seller” becomes aware, to the extent such material breach is directly related to the Buyer’s rights or Seller’s obligations to Buyer under this Agreement. (d) The Seller shall provide the Buyer with written notice following the termination of any Out-License. (e) [*] calendar days prior to the Initial Funding Date, and thereafter, promptly (and in any event within [*] calendar days), the Seller shall provide the Buyer with (i) true, correct and complete copies of each Out-License executed after the Initial Closing Date, and (ii) true, correct and complete copies of each material amendment, supplement, modification to, or written waiver under, an Out-License. In addition, [*] calendar days prior to the Initial Funding Date, and thereafter, promptly (and in any event within [*] Business Days), the Seller shall provide the Buyer true, corre...

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. (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. 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 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. Except for Permitted Out-Licenses, there are no Out-Licenses.

Out-Licenses. Subject to compliance with this Section 5.10, the Seller may grant, at its sole discretion, licenses, covenants not to xxx, or other similar rights to any Affiliate or Third Party (each, a “Permitted Licensee”) with respect to all or a portion of the Intellectual Property Rights including to develop, manufacture, promote, market, use, sell, offer for sale or import any Product in all or any portion of the world without the Buyer’s consent (any agreement granting any of the foregoing rights, a “Permitted License”).

Out-Licenses. Attached hereto as Exhibit D is a true, correct and complete copy of the Incyte Agreement. The Seller has delivered to the Buyer true, correct and complete copies of all License Agreement Correspondence. Except for the Incyte Agreement, there are no Out-Licenses. Other than the Revised Consent Letter, the Incyte Agreement is the only Contract between the Seller (or any predecessor or Affiliate thereof), on the one hand, and Incyte (or any predecessor or Affiliate thereof), on the other hand, relating to the Licensed Antibody or the Product. Neither the Seller nor Incyte has made or entered into any amendment, supplement or modification to, or granted any waiver under any provision of the Incyte Agreement. There is no proposal made by or to the Seller or its Affiliates to amend or waive any provision of the Incyte Agreement in any manner that (A) would result in a breach of this Agreement or (B) would otherwise reasonably be expected to have a Material Adverse Effect.