Right to Grant Sublicenses Sample Clauses
Right to Grant Sublicenses. During the Sublicensing Term, Licensor hereby grants to AST under the Licensed Patents the right and authorization to enter into Sublicense Agreements with Members or their Affiliates (as defined in the Sublicense Agreement). Additionally, Licensor hereby grants to AST under the Licensed Patents all rights, licenses, authorizations, releases, covenants and waivers necessary to grant the rights, licenses, authorizations, releases, covenants and waivers under the Sublicense Agreement, including without limitation the rights under Sections 2 and 3 of the Sublicense Agreement. If at any point during the Term, AST dissolves or otherwise ceases to exist as an ongoing operation, then the Sublicense Agreements shall be automatically assigned to Licensor or the then-current owner of the Licensed Patents and Licensor or the then-current owner of the Licensed Patents shall be bound by the terms and conditions of any such Sublicense Agreement as if it, itself, had signed such agreement in place of AST. Also, Licensor hereby acknowledges and agrees that (a) the Sublicense Agreements shall run with the Licensed Patents, (b) each subsequent purchaser of the Licensed Patents shall purchase the Licensed Patents subject to the Sublicense Agreements (including the licenses and releases included therein), (c) Licensor agrees not to disclose the existence or any term or condition of this agreement to any third party, however Licensor may disclose only the existence of each Sublicense Agreement and the identity of the Member to actual or prospective purchasers of the Licensed Patents, such disclosure being made subject to confidentiality agreement prohibiting the recipient from disclosing this information absent express written consent from AST, (d) Licensor shall ensure that any subsequent purchase of the Licensed Patents (and any future purchasers thereafter) are informed of the existence of the Sublicense Agreements and the rights granted under this Agreement, and (e) AST is empowered to grant the rights, licenses, authorizations, releases, covenants and waivers set forth in the Sublicense Agreement and that such grants shall have the same binding effect upon the Licensed Patents and Licensor as if the grants had been made directly by Licensor.
Right to Grant Sublicenses. Adapt shall have the right to grant Sublicenses (through multiple tiers of Sublicensees). Adapt shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement. Adapt shall remain responsible for the performance of its Affiliates and Sublicensees that are granted Sublicenses as permitted herein, and the grant of any such Sublicense shall not relieve Adapt of its obligations under this Agreement. With respect to any such Sublicense, Adapt shall ensure that the agreement pursuant to which it grants such Sublicense (i) does not conflict with the terms and conditions of this Agreement and (ii) contains terms obligating the Sublicensee to comply with confidentiality and non-use provisions consistent with those set forth in this Agreement. With respect to any such Sublicense to a Commercial Sublicensee, Adapt shall use Commercially Reasonable Efforts to ensure that the agreement pursuant to which it grants such Sublicense contains (A) terms obligating such Commercial Sublicensee to permit Lightlake rights of inspection, access, and audit substantially similar to those provided to Lightlake in this Agreement and (B) terms relating to intellectual property and data ownership consistent with those set forth in this Agreement. With respect to any such Sublicense to a Commercial Sublicensee, Adapt shall ensure that the agreement pursuant to which it grants such sublicense contains an exclusivity provision consistent with that contained in Section 4.6.2. A copy of any Sublicense agreement with a Commercial Sublicensee executed by Adapt shall be provided to Lightlake within fourteen (14) days after its execution; provided that the financial terms of any such Sublicense agreement may be redacted to the extent not pertinent to an understanding of a Party’s obligations or benefits under this Agreement.
Right to Grant Sublicenses. Novartis acknowledges that the licenses under Section 5.1 are personal to Novartis. Notwithstanding anything to the contrary, Novartis will have the right to grant sublicenses under the licenses granted under Section 5.1.1 and Section 5.1.2 above: * ***Confidential Treatment Requested
(i) under the Licensed Technology to an Affiliate of Novartis to Develop, Manufacture, have Manufactured and Commercialize or have Commercialized a Product; or
(ii) under the Licensed Technology to a Third Party contracted by Novartis or its Affiliate to further Develop and Commercialize a Product if any such arrangement between Novartis and such [***] is [***] the license (and collaboration) agreements Novartis enters into for [***]; or
(iii) under the Licensed Technology solely to a Third Party (including a [***]) with [***] (which [***], if required, will not be unreasonably withheld, conditioned or delayed) under the Akcea Manufacturing and Analytical Patents and Akcea Manufacturing and Analytical Know-How, in each case solely to Manufacture API or Products in a manufacturing facility owned or operated by such Third Party; or
(iv) in all other cases with Akcea’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), under the Licensed Technology to a Third Party solely to further Manufacture, Develop and Commercialize a Product; provided that each such sublicense will contain terms and conditions consistent with the terms and conditions of this Agreement. Upon Akcea’s request, Novartis will provide updates at JDCC meetings regarding CMOs and strategic sublicenses to Third Party(ies) granted by Novartis in Major Markets (which update will include the name of the Sublicensee and the material terms of the sublicense).
Right to Grant Sublicenses. Licensee shall have the right to grant sublicenses through multiple tiers, under the licenses granted in Section 2.1 to its Affiliates and other Third Parties; provided that any such sublicenses shall be subject to AbbVie’s prior written consent for other Third Parties only (and not Affiliates) if such Third Party is not an Authorized Sublicensee (for which no consent is required), which consent shall not be unreasonably withheld, delayed (subject to this Section 2.2.1) or conditioned, and such consent or election to not provide consent shall in no event be delayed beyond [***] after written notice of such request has been received by AbbVie; provided for clarity, in the event that AbbVie fails to provide either its consent or election to not provide consent prior to the expiration of such [***], AbbVie will be deemed to have given its consent to sublicensing by Licensee as required by this Section 2.2.
1. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and permitted Sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense shall not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Sublicensee. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. A copy of any sublicense agreement executed by Licensee (which may be redacted for terms that are not relevant to show compliance with this Agreement) shall be provided to AbbVie within [***] after its execution. As used herein, an “Authorized Sublicense” shall mean a pharmaceutical or biopharmaceutical company that in the year prior to the date of the sublicense agreement (a) had revenues of at least [***] and (b) had a research and development budget during such year that was [***].
Right to Grant Sublicenses. The Licensee has the right to grant sublicenses to any Person under this Agreement on the following terms and conditions:
(a) the execution of a sublicense shall not in any way diminish, reduce or eliminate any of the Licensee’s obligations under this Agreement, and the Licensee shall remain primarily liable for such obligations and any breach of any provision of this Agreement by a Sublicensee;
(b) the Licensee shall provide UABRF with a copy of any such sublicense granted by it under this Agreement within thirty (30) days of the execution of the sublicense;
(c) Licensor shall be third party beneficiary to each sublicense and each agreement evidencing a sublicensing arrangement shall include a statement and an acknowledgement by each Sublicensee to this effect; Schedule 2.01
(d) the Licensee may not sublicense the right to prosecute or protect the Licensed Patents to a Sublicensee;
(e) each Sublicensee shall obtain and maintain insurance coverage as described in Section 8.2;
(f) each Sublicensee shall be subject to indemnification obligations as described in Section 11.2; and
(g) in the event this Agreement is terminated or upon the expiration of the Term, (i) the Licensee shall notify each Sublicensee of the termination or expiration, (ii) each sublicense will terminate simultaneously with the termination or expiration of this Agreement, and (iii) each Sublicensee may enter into a license agreement with UABRF on substantially the same financial terms as the Sublicensee’s sublicense with the Licensee with UABRF’s approval (which approval shall be granted subject to such Sublicensee’s agreement to the terms as required in this Section).
Right to Grant Sublicenses. In furtherance of the primary purpose of this Agreement as set forth in Section 3.3 above, BND shall have the right to sublicense the License Patents and Licensed Technology in its sole and absolute discretion. Each sublicense granted by BND pursuant to this Agreement, shall be consistent the provisions of this Agreement. Prior to the grant of each sublicense hereunder, BND shall provide BDSI a copy of the sublicense.
Right to Grant Sublicenses. 8 4.4 Division of Sublicensing Fees and Other Payments.................. 9 4.5 Third Party Offers or Statements of Interest...................... 9
Right to Grant Sublicenses. Subject to the terms and conditions of this Agreement, Akouos and its Affiliates shall have the right to sublicense their rights under the Agreement, in whole or in part, to one or more Third Parties. Akouos and its Affiliates may permit any of its Sublicensees to grant sublicenses to Third Parties, including through multiple tiers, under their rights to the Licensed Intellectual Property; provided, however, that in connection only with any Pass- Through Sublicense, Akouos and its Affiliates shall not authorize any Sublicensee to permit such Sublicensee’s own sublicensees to grant any further sublicenses of such rights without Akouos’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Subject to Sections 5.1.5 and 10.2.4 of this Agreement, Akouos shall be responsible for any breach of a Sublicense by a Sublicensee that results in a material breach of this Agreement.
Right to Grant Sublicenses. KI PHARMA shall have the right to grant sublicenses to market, sell, distribute or otherwise commercially dispose of Venture Products within the Territory subject to the following conditions: (i) the parties hereto shall discuss in good faith with respect to the timing of a formal request and authorization to pursue any potential sublicense by KI PHARMA with respect to Venture Products but BIONUMERIK shall have the right to decide such timing with respect to Venture Products BN, and GRELAN shall have the right to decide such timing with respect to Venture Products GR; (ii) in addition, (a) BIONUMERIK will have the final right and authority to accept or refuse any potential Sublicensee for Venture Products BN in the Territory, and (b) GRELAN will have the final right and authority to accept or refuse any potential Sublicensee for Venture Products GR in the Territory; provided that if GRELAN is the potential Sublicensee for a particular Venture Product GR, then the Steering Committee shall have the final right and authority to accept or refuse such sublicense, and provided further that BIONUMERIK and GRELAN shall not refuse such Sublicensees unreasonably.
Right to Grant Sublicenses. During the term of the Collaboration the U.S. Partnership shall only be entitled to grant sublicenses to use the Licensed Technology within the Field for the purposes and benefit of the Collaboration.