PAYMENT TO SUB-CONTRACTORS 12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of the Supplier/Service Provider, subject to the following conditions: a) Receipt of an undisputed invoice from the sub-contractor; and b) Receipt of written confirmation from the Supplier/Service Provider that the amounts claimed by the sub-contractor are correct and that the services for which the sub- contractor has requested payment were rendered to the satisfaction of the Supplier/Service Provider, against the required standards. 12.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any right or legitimate expectation on the Supplier/Service provider to demand that Transnet pay its sub-contractor directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.
Payment to Subcontractors (If applicable) As required by Minnesota Statute § 16A.1245, the prime Contractor must pay all subContractors, less any retainage, within 10 calendar days of the prime Contractor’s receipt of payment from the State for undisputed services provided by the subContractor(s) and must pay interest at the rate of one and one-half percent per month or any part of a month to the subContractor(s) on any undisputed amount not paid on time to the subContractor(s).
Right to Sublicense (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.