Right to Grant Sublicenses. 4.1. The Regents also grants to Licensee the right to sublicense to third parties the Patent Rights, with no right to grant further sublicenses except as provided below, as long as Licensee has exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement as specified in Paragraph 4.3. For the avoidance of doubt, Licensee’s Joint Ventures shall have no licenses under this Agreement unless such Joint Ventures are granted Sublicenses. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of Licensee, for which Licensee shall be responsible.
4.2. Under the terms of each Sublicense, the Sublicensee thereunder shall have the limited right (as described below) to grant Further Sublicenses. A Further Sublicense may only be granted to the extent that the Sublicensee deems it to be reasonably needed for the development, seeking of Marketing Approval or other regulatory approval (including conducting pre-clinical and clinical trials), manufacture and/or commercialization of Sublicensed Product(s), and/or the maximization of Sales of such product(s).
4.3. Each Sublicensee and its permitted Further Sublicensees shall be subject to a written sublicense agreement that shall be consistent with and not in violation of any applicable terms, conditions, obligations, restrictions or other covenants of this Agreement that protect or benefit The Regents’ (and, if applicable, the U.S. Government’s and other sponsors’) rights and interests. Licensee shall attach a copy of this Agreement to each Sublicense, provided that Licensee may redact from such copy economic teens and technical information that does not relate to the Sublicensed Patent Rights, and shall specify in the Sublicense that the Sublicensee must comply with all applicable terms of this Agreement, as if the Sublicensee were Licensee and Licensee were The Regents hereunder. Within *** days of the issuance of any Sublicense, Licensee shall provide The Regents with a copy of the Sublicense, provided that Licensee may redact from such copy technical information that does not relate to the Patent Rights, and economic terms that do not relate to the grant of the Sublicense under the Patent Rights.
4.4. Licensee will collect from Sublicensees and will pay to The Regents all fees, payments, and royalties thereunder that are due to The Regents. Licensee will guarantee all monies due The Regents from Sublicensees. For cla...
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. 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. 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. 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. 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. Praxis will have the right to grant sublicenses (through multiple tiers) under the licenses granted under Section 7.1.1 and Section 7.1.2 above, provided that (a) each such sublicense is for the continued Research, Development and/or Commercialization of a Product, and is subject to, and consistent with, the terms and conditions of this Agreement, and (b) Praxis will not sublicense the Product prior to the [***] without Ionis’ consent (such consent not to be unreasonably withheld, conditioned or delayed). Praxis will use reasonable efforts to ensure that all Persons to which it grants sublicenses comply with such terms and conditions. For the avoidance of doubt, Praxis will not have the right to grant a sublicense of any of its rights under Section 7.1.3 to any Third Party.
Right to Grant Sublicenses. Receptos shall have the right to grant sublicenses (or further rights of reference), under the licenses and rights of reference granted in Section 3.1, upon AbbVie’s prior written consent (which consent is not subject to Section 11.18). Receptos shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement. Receptos shall cause each of its permitted Sublicensees that are sublicensed as permitted herein to comply with the applicable terms of this Agreement, and the grant of any such sublicense shall not relieve Receptos 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 Receptos shall be provided to AbbVie within *** days after its execution.
