Rights to Sublicense Sample Clauses

Rights to Sublicense. (a) FRESENIUS shall have the right to sublicense the rights granted to FRESENIUS in the Field in the Territory pursuant to this Agreement to any Affiliate or any Third Party for any Product developed by FRESENIUS (i) subject to receiving the prior written consent of XCYTE (which will not be unreasonably withheld) and (ii) subject to the terms and conditions of the XCYTE In-Licenses. XCYTE shall be primarily responsible for maintaining compliance of such sublicenses with the XCYTE In-Licenses, however, FRESENIUS acknowledges XCYTE may reasonably withhold consent to any FRESENIUS sublicense that does not comply with the terms and conditions of the XCYTE In-Licenses that are applicable to FRESENIUS, its Affiliates and/or Sublicensees. If a Sublicensee breaches the terms and conditions of the sublicense agreement, FRESENIUS and Xcyte shall determine in good faith whether termination of the sublicense agreement is required under this Agreement. (b) FRESENIUS guarantees the making of all payments due to XCYTE by reason of completion of any milestones or Net Sales of any Products by any such Sublicensee or otherwise resulting from the action or inaction of such Sublicensee. Any such Sublicensee shall agree in writing (i) to keep books and records and permit XCYTE to review the information concerning such books and records that Sublicensee has in its possession in accordance with the terms of this Agreement and (ii) to comply with all other terms of this Agreement applicable to FRESENIUS (including all terms of this Agreement identified as applicable to a Sublicensee and all terms of the XCYTE In-Licenses disclosed to FRESENIUS and applicable to Sublicensee). (c) FRESENIUS shall reimburse XCYTE for any amounts XCYTE owes to Third Parties under any XCYTE In-License as a result of any sublicenses granted by FRESENIUS pursuant to this Section 3.1.

Rights to Sublicense. 3.6.1 Licensee shall have the right to grant sublicenses of each Exclusive License to any Affiliate or Third Party with respect to any Licensed Product for which Licensee has either retained marketing rights or upon which Licensee has expended material research and/or development effort, it being understood that any Licensed Product that contains a Designated Antigen and/or an Antibody to a Designated Antigen developed by Licensee shall be deemed to have satisfied the foregoing condition and that Licensee shall have the right to grant sublicenses under the Exclusive License with respect to such Licensed Product, subject to the remainder of this Section 3.6.1. Licensee agrees to contractually obligate any Sublicensee to make all payments due to SGI pursuant to this Agreement by reason of achievement of any milestones set forth in Section 6.6 or owed on Net Sales of any Licensed Products by any such Sublicensee pursuant to Sections 6.4 and 6.5, as well as to comply with all terms of this Agreement and the SGI In-Licenses applicable to Licensee (including all terms of this Agreement identified as applicable to Sublicensee). Licensee shall also require any such Sublicensee to agree in writing to keep books and records and permit SGI to review the information concerning such books and records in accordance with the terms of this Agreement. 3.6.2 Licensee shall notify SGI of each sublicense granted to Affiliates or Third Parties and shall provide SGI with the name and address of each Sublicensee and a description of the rights granted and the territory covered by each Sublicensee. [***] Confidential treatment has been requested with respect to the omitted portions.

Rights to Sublicense. TARCANTA and/or TARCANTA LTD. may sublicense their rights to use, offer for sale, market, sell and import the Licensed Products anywhere in the Territory to a Third Party, provided, however that (i) TARCANTA and/or TARCANTA LTD. shall amend the Marketing Plan developed, from time to time, by TARCANTA and/or TARCANTA LTD., to include the anticipated sublicense arrangement, and discuss same with Committee II in accordance with Article 4 of this Agreement, (ii) CIMAB retains the exclusive right to manufacture the Licensed Products for the Other Countries, (iii) the applicable terms of the Sublicense Agreement (with the exception of the portion of the Royalties payable to CIMAB as a result of any such Sublicense Agreement in accordance with Section 5.6 of this Agreement), shall not be less favorable to CIMAB, in the aggregate, than the applicable terms of this Agreement, and (iv) that no such assignment of rights to a Sublicensee hereunder shall relieve TARCANTA or TARCANTA LTD. of their obligations to fully comply with the terms and conditions of this Agreement.

Rights to Sublicense. Under each License, IBP shall have the right to grant sublicenses, through multiple tiers of sublicenses, provided that any such sublicense shall expressly provide for the Sublicensee to be bound by obligations consistent with those provided in this Agreement. If the Sublicensee receives materials provided by Diversa under Section 2.3 or if the Sublicensee performs work under the Work Plan as set forth in Sections 2.1 and 2.5, such sublicense shall provide for rights necessary for the Sublicensee to conduct and complete such activities on behalf of IBP in a manner consistent with the terms provided in this Agreement. IBP shall provide Diversa with prompt written notice of each sublicense agreement, as well as a copy of such sublicense agreement, after it is granted, provided that IBP may redact from such copy any terms not necessary to confirm compliance with this Section 4.2.

Rights to Sublicense. The Company also grants to Amgen the -------------------- right to grant sublicenses within and limited to the scope of the right and license granted to the Company in Section 2.01 only (a) to any Subsidiary of Amgen, (b) to customers of Amgen, including marketing and distribution agents, in connection with sales of EPO human diagnostic and reagent products, (c) to a single manufacturer of such diagnostics and reagents, other than Amgen or any Subsidiary, for the account of Amgen, and (d) to licensees of Amgen under patents, know-how or materials owned by Amgen to the extent such licensees require any such sublicense in order to practice the patents or know-how or to use the materials that are the subject of the license from Amgen; provided, however, that no sublicense shall be granted under clause (c) or (d) hereof without the prior written consent (which consent is not to be unreasonably withheld) of the Company. Any sublicensees of Amgen shall undertake in writing to be bound by the provisions of Section 3.02 hereof to the same extent Amgen is bound. Amgen shall notify the Company of the identify (if each sublicensee to whom a sublicense is granted and provide the Company a true copy of such sublicense. In the event that the license granted to Amgen hereunder is terminated at any time in accordance with Article VI, and the Company shall not be in default under Section 6.02, the Company shall have the option to terminate or to have Amgen assign to the Company, retroactive to the date of such termination, any sublicenses granted hereunder by Amgen to any Subsidiary of Amgen. Amgen shall include, in all its sublicenses granted hereunder to any Subsidiary of Amgen, provisions for such termination and assignment.

Rights to Sublicense. (a) EOS shall have the right to sublicense the rights granted to EOS pursuant to this Agreement to any Affiliate or any Third-Party for any Exclusive Antigen or Product developed by EOS subject to the terms and conditions of the SGI In-Licenses attached hereto as SCHEDULE E. (b) EOS [***] all payments due to SGI by reason of completion of any milestones or Net Sales of any Products by any such Sublicensee and its compliance with all terms of this Agreement applicable to EOS (including all terms of this Agreement identified as applicable to Sublicensee); and any such Sublicensee agrees in writing (i) to keep books and records and permit SGI to review the information concerning such books and records that EOS has in its possession in accordance with the terms of this Agreement and (ii) to comply with all other terms of this Agreement applicable to EOS (including all terms of this Agreement identified as applicable to a Sublicensee). ---------- [***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (c) EOS shall notify SGI of each sublicense granted to Affiliates or Third-Parties and shall provide SGI with the name and address of each Sublicensee and a description of the rights granted and the territory covered by each Sublicensee.

Rights to Sublicense. Under each License that is exclusive, Novartis shall have the right to grant sublicenses to Affiliates, NADI and its Affiliates and third parties, and under each License that is non-exclusive, Novartis shall have the right to grant sublicenses to Affiliates, and to NADI and its Affiliates; provided that any such

Rights to Sublicense. (i) PMC shall have the right, with CORIXA's prior written consent (which consent shall not be unreasonably withheld), to sublicense the rights granted to PMC pursuant to this Agreement in any Field of Use to Third-Parties. (ii) PMC shall have the right, without obtaining the further consent of CORIXA, to sublicense in any Field of Use all or any portion of the rights granted to PMC pursuant to this Agreement (i) to any or all of its Affiliates, and (ii) to any person in any country of the Territory if required to do so by any governmental authority having jurisdiction in such country; (iii) PMC agrees that all sublicenses granted by PMC hereunder shall expressly bind Sublicensees to the terms of Article 8, "

Rights to Sublicense. Each Party shall have the right to grant sublicenses (or further rights of reference) to its Affiliates and Third Parties, through multiple tiers of sublicensees, under the licenses and rights of reference granted in Section 3.1, Section 3.2 or Section 3.4, as applicable, to the extent set forth in Section 3.1, Section 3.2 or Section 3.4, as applicable; provided that any such Affiliate or Third Party is bound to the following provisions of this Agreement, mutatis mutandis, including obligations of confidentiality and assignment of inventions comparable in scope to those included herein and provided, further, that any such sublicenses shall otherwise be consistent with the terms and conditions of this Agreement. Each Party shall remain obligated for all of its obligations under this Agreement, to the extent not satisfied by or on behalf of Licensee or any sublicensee, and, as between the Parties, will remain liable for all acts or omissions of its sublicensees hereunder.

Rights to Sublicense. The License granted under this Agreement specifically includes the right of Licensee to grant sublicenses. Licensee agrees that any sublicense it grants to any third party shall be granted under the following conditions: a. Any sublicense grant of rights to the Licensed Technology and/or the Licensed Patents shall be restricted to the Field of Use and shall be subject to substantially the same terms and conditions as set out in this Agreement (the “Sublicense Agreement”), with the exception of those terms and conditions that relate to additional royalties and additional consideration that Licensee may require a Sublicensee to pay to Licensee under the Sublicense Agreement, provided that [***]. Each Sublicense Agreement shall specifically reference this Agreement and all rights retained by Licensor. b. Licensee shall provide to Licensor a fully executed copy of the Sublicense Agreement within fifteen (15) days following execution of the same.