Right to Sublicense and Subcontract Sample Clauses

Right to Sublicense and Subcontract. Bellicum shall have the right to grant sublicenses to any Affiliate and/or Sublicensee to all or any portion of its rights under the license granted pursuant to Section 2.1.1; provided, however, that (a) such sublicense under the license granted pursuant to Section 2.1.1 shall be granted in connection with a license to all Patent Rights and Technology Controlled by Bellicum, which are necessary or useful in the manufacture, use or sale of the Licensed Product(s) covered by the sublicense, (b) no sublicense may include a right to further sublicense any […***…] IP unless […***…] has provided prior written consent to Bellicum and ARIAD allowing such further sublicense (and, if requested by Bellicum, ARIAD will assist Bellicum in obtaining such consent from […***…]), and all such sublicenses of […***…] IP shall be subject and subordinate to, and consistent with, the terms and conditions of the […***…] Agreement with respect to sublicenses of […***…] IP, (c) ARIAD shall be notified of the grant of a sublicense to any and all potential sublicenses, (d) any and all sublicenses shall be subject to, and consistent with, the terms and conditions of this Agreement, (e) Bellicum shall remain obligated for the payment to ARIAD of all of its payment obligations hereunder, including, without limitation, the payment of any royalties described in Section 4 hereof, (f) upon termination of this Agreement, any such sublicense shall be considered a direct license from ARIAD as provided in Section 9.3 and (g) Bellicum shall provide ARIAD with a copy of each such sublicense agreement (from which Bellicum may redact confidential terms that are not necessary to disclose to ARIAD for purposes of confirming compliance with this Agreement and the […***…] Agreement) within […***…] days of execution. In addition, Bellicum shall have the right to subcontract with any Third Party, including […***…] (provided that any Third Party manufacturer of AP1903 shall be subject to approval by ARIAD in its commercially reasonable discretion), to have such Third Party perform work on Bellicum’s behalf pursuant to the license granted pursuant to Section 2.1.1(b) on terms which are subject to, and consistent with, the terms and conditions of this Agreement.
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Right to Sublicense and Subcontract. Notwithstanding anything to the contrary contained in this Agreement, SEN shall not have the right to sublicense the rights granted or to be granted under this Agreement without the prior written consent of EATON. SEN shall have the right to subcontract the manufacture of parts and components for the Products from time to time.
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Right to Sublicense and Subcontract. Roche and SQZ shall have the right to sublicense their rights and obligations (through multiple tiers) or subcontract their obligations to Third Parties, in each case subject to such Third Parties being subject to the applicable terms and conditions of this Agreement, including the confidentiality and assignment of inventions obligations consistent with those set forth in this Agreement; provided, however, to the extent a license from Roche to any Affiliate or Third Party is required under any intellectual property rights that are the subject of the MIT License, Roche shall not have the right to grant such sublicense and Roche shall request SQZ to grant a license directly to such Affiliate or Third Party and SQZ shall grant such license within the scope of the licenses granted to Roche hereunder. The Party granting the sublicense or subcontract shall remain primarily responsible for the actions and/or omissions of its sublicensees and subcontractors.
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Right to Sublicense and Subcontract. BLS shall have the right to sublicense to its Affiliates any of the rights or obligations of BLS under this Agreement, including the licenses granted pursuant to Section 2.1(a) and Section 2.1(b). In addition, BLS shall have the right, with prior written notice to Alexza, to sublicense and subcontract to Third Parties any or all of the rights acquired under this Agreement, including the right to sublicense or subcontract BLS’ rights under Section 2.1(a) and Section 2.1(b) with respect to the Product in any or all of the jurisdictions in the Territory. All sublicense and subcontract agreements shall [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. be consistent with and shall be subject to the terms and conditions of this Agreement. BLS shall provide a copy of any such sublicense agreement, subject to redaction of financial terms and other provisions that do not relate to this Agreement. BLS shall remain responsible for the performance of its Sublicensees and subcontractors hereunder.
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Right to Sublicense and Subcontract. Subject to the following, Takeda may perform any activities in support of its Commercialization of the Licensed Product in the Field in the applicable country in the Territory or of any Development and Secondary Packaging of the Licensed Product in or outside of the Territory for the Territory, through its Affiliates or contracting with a Third Party. Such Subcontractors may include Distributors, wholesalers and any services providers. Subject to and in accordance with the terms and conditions of this Agreement, Takeda shall have the right to grant sublicenses under Section 2.1.1 ((a) (b) (c) and (d)) and Section 2.1.3 to any of its Affiliates and any Subcontractors, for such Subcontractors in the event the type of activities to be performed or Applicable laws require a subcontractor to possess a sublicense. Takeda shall provide a list of the names of its Affiliates Developing and Commercializing the Product on EXHIBIT J and update such list annually, and in any event not more than once a year. Takeda shall not be obliged to notify Sucampo of the appointment of any Subcontractors in the Territory for Commercialization activities and in or outside of the Territory for Development activities and Secondary Packaging for the Territory. Under its agreements with its Sublicensees and Subcontractors, Takeda shall protect Sucampo’s interests and rights in its Confidential Information and intellectual property rights to at least the same extent of this Agreement. Any rights sublicensed by Takeda to any Affiliate or Subcontractor as hereunder provided shall be of no greater scope than the license granted to Takeda under Section 2.1.1 and Section 2.1.3 and such sublicense shall terminate upon the expiration or termination of this Agreement. Takeda shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense or appointment of any Subcontractors and shall remain fully responsible and liable for any action or omission of such Subcontractors and Sublicensees which would constitute a breach of this Agreement if committed by Takeda as if Takeda had committed such action or inaction itself. Takeda shall, at its own expense, investigate each report and indication of breach of any sublicense or appointment of any Subcontractor, and Takeda shall promptly report to Sucampo any breach learned of or discovered by Takeda. Takeda shall diligently enforce the terms and conditions of each sublicense, including without limitation, by pursuing all ...
Sample 1

Related to Right to Sublicense and Subcontract

  • Right to Sublicense So long as COMPANY remains the exclusive licensee of the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY shall have the sole right to sublicense any alleged infringer in the FIELD in the TERRITORY for future use of the PATENT RIGHTS in accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such sublicense shall be shared equally between COMPANY and M.I.T.; other revenues to COMPANY pursuant to such sublicense shall be treated as set forth in Article 4.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Assignment and Sublicensing This Licence is personal to the Licensee. The Licensee must not dispose of, deal with, transfer, novate or assign its rights as Licensee under this Licence without obtaining the School Council’s prior written consent, which consent is at the absolute discretion of the School Council, and if granted, may be granted subject to such conditions as the School Council see fit to impose.

  • License Terms This license is for one full Semester. It cannot be cancelled or terminated except under the conditions cited in this license.

  • Sublicense Agreements Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement (each, a "Sublicense Agreement"). Each such sublicense agreement shall contain, among other things, provisions to the following effect:

  • The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) :

  • Sublicenses Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement (including Section 3.5.1 (Takeda Retained Rights)), Takeda hereby grants to Licensee an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to Exploit the Licensed Compounds and Licensed Products in the Field in the Licensee Territory.

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