Permitted Sublicensing may grant Sublicenses in the Licensed Field of Use and Licensed Territory only during the Exclusive term and only if ***** is developing or selling Licensed Products. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements of Appendix X. Xxxxxxxx agrees that ***** may, by mutual agreement, apportion without discrimination between ***** patents and Stanford patents a commercially reasonable percentage of sublicensing payments made to Stanford pursuant to Section 4.6. Negotiation of any Sublicense must be an arms-length transaction.
Permitted Sublicensing may grant Sublicenses in the Licensed Field of Use and Licensed Territory only during the Exclusive term and only if ***** is developing or selling Licensed Products. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements of Appendix X. Xxxxxxxx agrees that ***** may apportion without discrimination between ***** and Stanford patents a commercially reasonable percentage of sublicensing payments made to Stanford pursuant to Section 4.6, provided however that ***** provides Stanford with the proposed apportionment and justification prior to *****’s payment pursuant to Section 8.1. Stanford and ***** agree to meet to discuss such proposed apportionment if in Stanford’s opinion the apportionment does not reasonably reflect the value of the Licensed Patents.
Permitted Sublicensing. The Regents also grants to Licensee the right to sublicense to third parties through four tiers, provided that Licensee may request that The Regents approve additional tiers, which approval will not be unreasonably withheld, and any Sublicense granted between Licensee and its Affiliates or independent contractors, including contract research, development and manufacturing organizations (CRO’s, CMO’s), will not count as a “tier” for the purposes of calculating the four-tier limitation) the rights licensed to Licensee hereunder so long as Licensee’s rights remain exclusive (each, a “Sublicense” and each such third party that receives a Sublicense “Sublicensee”). All Sublicenses must be in writing and will be subject to, and contain terms consistent with, the terms in this Agreement, including, without limitation, the provisions contained in Articles 2.2 (License Conditions), 3 (Sublicenses), 4.4 (Validity Challenge), 7 (Books and Records), 9 (Use of Names and Trademarks), 10 (Limited Warranty and Liability), 12 (Patent Marking), 13 (Patent Infringement), 14 (Indemnification), 18 (Compliance with Laws), etc. For clarity, Licensee will be obligated to pay Earned Royalties on its Sublicensees’ Net Sales irrespective of whether its Sublicensees pay royalties to Licensee. For the purposes of this Agreement, the operations of all Sublicensees will be deemed to be the operations of Licensee, for which Licensee will be responsible and liable.
Permitted Sublicensing. ImmuMetrix may grant and authorize sublicenses in the Licensed Field of Use only if at the time of such grant ImmuMetrix or its sublicensee is developing or selling Licensed Products. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements of Appendix X. Xxxxxxxx agrees that ImmuMetrix may apportion a commercially reasonable percentage of sublicensing payments made to Stanford pursuant to Section 4.6, provided however that ImmuMetrix provides Stanford with the proposed apportionment and justification prior ImmuMetrix’s payment pursuant to Section 8.1. Stanford and ImmuMetrix agree to meet to discuss such proposed apportionment if in Stanford’s opinion the apportionment does not reasonably reflect the value of the Licensed Patents.
Permitted Sublicensing. Forty Seven may grant Sublicenses through multiple tiers of sublicensing in the Licensed Field of Use only during the Exclusive term and only if Forty Seven is developing or selling Licensed Products directly or through its Affiliates or sublicensees. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements of Appendix X. Xxxxxxxx agrees that Forty Seven may apportion without discrimination between Forty Seven and Stanford patents a commercially reasonable percentage of sublicensing payments made to Stanford pursuant to Section 4.6, provided however that Forty Seven provides Stanford with the proposed apportionment and justification prior to Forty Seven’s payment pursuant to Section 8.1. Stanford and Forty Seven agree to meet to discuss such proposed apportionment if in Stanford’s opinion the apportionment does not reasonably reflect the value of the Licensed Patents.
Permitted Sublicensing. Eidos may grant Sublicenses through two tiers of sublicensees in the Licensed Field of Use only during the Exclusive term and only if Eidos is developing or selling Licensed Products directly or through its Affiliates or sublicensees. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements of Appendix X. Xxxxxxxx agrees that Eidos may apportion without discrimination between Eidos and Stanford patents a commercially reasonable percentage of sublicensing payments made to Stanford pursuant to Section 4.6, provided however that Eidos provides Stanford with the proposed apportionment and justification prior to Eidos’s payment pursuant to Section 8.1. Stanford and Eidos agree to meet to discuss such proposed apportionment in good faith if in Stanford’s opinion the apportionment does not reasonably reflect the value of the Licensed Patents.
Permitted Sublicensing. Institute grants to the Licensee the right to sublicense, in whole or in part, as follows:
(a) Licensee shall have the right to sublicense the Patent Rights and the Know-How Rights within the Territory in the Licensed Field solely to Licensee’s Affiliates and subcontractors performing work on behalf of Licensee; and (b) Licensee shall have the right to sublicense the right to make, use, sell, offer for sale and import Licensed Products within the Territory in the Licensed Field through multiple tiers. The term Sublicense shall include any grant of rights under this Agreement by a Sublicensee to any downstream Third Party, such downstream Third Party shall also be considered a Sublicensee for purposes of this Agreement.
Permitted Sublicensing. GOOGLE may grant Patent Sublicenses in the Licensed Field of Use only during the Licensed Patent’s Exclusive period and only if GOOGLE is developing or selling Licensed Products.
Permitted Sublicensing. If, at the time of the Sublicense grant, LogicBio is developing or selling at least one Licensed Product directly or through its affiliates or sublicensees, LogicBio may grant Sublicenses:
(1) to the GT Licensed Patents in the Licensed Field of Use;
(2) to the VT Licensed Patents in the [***] Field of Use; and
(3) to the VT Licensed Patents and Technology only in conjunction with the GT Licensed Patents in the Therapeutics Field of Use and/or Tissue Field of Use. Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements of Appendix X. Xxxxxxxx agrees that LogicBio may apportion without discrimination between LogicBio owned or controlled technology and Stanford patents a commercially reasonable percentage of sublicensing payments made to Stanford pursuant to Section 4.7, including, for clarity, where LogicBio sublicenses Stanford patents together with such other technology, provided however that LogicBio provides Stanford with the proposed apportionment and justification prior to LogicBio’s payment pursuant to Section 8.1. Stanford and LogicBio agree to meet to discuss such proposed apportionment if in Stanford’s opinion the apportionment does not reasonably reflect the value of the Licensed Patents. [***] PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE COMMISSION. EXECUTION VERSION
Permitted Sublicensing. Subject to the requirements of Section 3.3 and for so long as Licensee remains in good standing with all terms and conditions of this Agreement, Licensee may grant Sublicenses in the Field of Use. For this consideration, Licensee will pay to ULRF the fees and other amounts specified in Exhibit B. For purposes of this Agreement, the operations of any Sublicensee under their respective Sublicense will be deemed to be the operations of Licensee, for which Licensee will be responsible. Affiliates will have no licenses under the Licensed Patents or Licensed Technical Knowledge except as granted by Licensee in a Sublicense.
