Scope of Permissible Sublicensing. The license granted by FibroGen to AstraZeneca in Section 7.1 may be sublicensed by AstraZeneca: (i) to an Affiliate of AstraZeneca without any requirement of consent, provided that such sublicense to an Affiliate of AstraZeneca shall immediately terminate if and when such party ceases to be an Affiliate of AstraZeneca, or (ii) where such sublicense is made to enable a Third Party to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, without such Third Party being granted the right to distribute, market or sell a Product, to such Third Party without any requirement of consent, but upon written notice to FibroGen and subject to Sections 3.12 and 5.9, and no sooner than twelve (12) days after such notice, or (iii) otherwise (i.e. other than pursuant to (i) or (ii) above) only with the prior written consent of FibroGen, not to be unreasonably withheld, and no sooner than twelve (12) days after such consent is obtained. It will not be unreasonable for FibroGen to withhold its consent to a sublicense pursuant to subsection (iii) above to (1) any entity that [*] or (2) any company engaged in the sales of tobacco or tobacco-related products. AstraZeneca shall be liable to FibroGen for the acts or omissions of its Sublicensees, and any breach of an applicable provision of this Agreement by a Sublicensee shall be deemed to be a breach by AstraZeneca.
Scope of Permissible Sublicensing. (i) The licenses granted by Galapagos to Gilead under this Agreement may be sublicensed by Gilead without any requirement of consent, provided that Gilead shall be liable for any act or omission of any such Sublicensee that is a breach of any of Gilead’s obligations under this Agreement as though the same were a breach by Gilead, and Galapagos shall have the right to proceed directly against Gilead with respect to such breach without any obligation to first proceed against such Sublicensee.
(ii) Except with respect to (A) agreements with contract research organizations for performance of Clinical Trials which agreements Galapagos entered into prior to the Execution Date, or (B) agreements for performance of Clinical Trials with any entity set forth on Exhibit H, the (sub)licenses granted by Gilead to Galapagos in Section 7.1(a) may be sublicensed by Galapagos to a subcontractor to perform Galapagos’ assigned responsibilities under this Agreement upon prior consent of Gilead (such consent not to be unreasonably withheld, conditioned or delayed) and provided that (i) if Gilead fails to notify Galapagos of whether it grants such consent for such subcontractor within […***…] Business Days of Galapagos’ request, then Gilead shall be deemed to have granted such consent with respect to such subcontractor, and (ii) such agreements shall comply with Section 3.8. Galapagos shall be liable for any act or omission of any such Sublicensee that is a breach of any of Galapagos’s obligations under this Agreement as though the same were a breach by Galapagos, and Gilead shall have the right to proceed directly against Galapagos with respect to such breach without any obligation to first proceed against such Sublicensee.
Scope of Permissible Sublicensing. (a) The licenses granted under Section 10.1 and Section 10.2 may be sublicensed by a Party to its Affiliate without any requirement of consent, provided that such sublicense to an Affiliate will immediately terminate if and when such party ceases to be an Affiliate of such Party.
(b) Unum may use one or more Third Party subcontractors to perform Unum’s assigned obligations and responsibilities under this Agreement or any Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan, provided that such agreements will comply with Section 5.9, Section 6.9, or Section 8.6, as applicable. Under the licenses granted by Unum under Section 10.2, Unum retains the right to have its Affiliates (for so long as such party continues as an Affiliate of Unum) and Third Party subcontractors perform Unum’s assigned obligations and responsibilities and exercise its rights under this Agreement or any Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan, provided that such agreements will comply with Section 5.9, Section 6.9, or Section 8.6, as applicable. In addition, unless the relevant subcontractor is contemplated by the Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan (as applicable), Unum will provide written notice to SGI within [***] days of engaging such subcontractor.
(c) SGI may use one or more Third Party subcontractors to perform SGI’s assigned obligations and responsibilities under this Agreement or any Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan, provided that such agreements will comply with Section 5.9, Section 6.9, or Section 8.6, as applicable. Under the licenses granted by SGI under Xxxxxxx 00.0, XXX retains the right to have its Affiliates (for so long as such party continues as an Affiliate of SGI) and third party subcontractors to perform SGI’s assigned obligations and responsibilities and exercise its rights under this Agreement or any Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan, provided that such agreements will comply with Section 5.9, Section 6.9, or Section 8.6, as applicable. In addition, unless the relevant subcontractor is contemplated by the Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization ...
Scope of Permissible Sublicensing. (i) The licenses granted by BPM to Roche in Section 7.1 may be sublicensed by Roche to: (A) an Affiliate of Roche [***] without any requirement of consent (provided that a sublicense to an Affiliate of Roche shall immediately terminate if and when such party ceases to be an Affiliate of Roche) or (B) a Third Party, provided that (x) [***] and (y) in each case of (A) and (B), (1) Roche shall ensure that the financial terms included in Article 9 that are applicable to the scope of the sublicense granted remain unchanged, (2) BPM’s obligations to such a Sublicensee shall be no broader than BPM’s obligations were to Roche under this Agreement prior to Xxxxx’x xxxxx of such a sublicense, and (3) Roche shall be liable for any act or omission of any such Sublicensee that is a breach of any of Roche’s obligations under this Agreement as though the same were a breach by Roche, and BPM shall have the right to proceed directly against Roche without any obligation to first proceed against such Sublicensee.
(ii) The licenses granted by Roche to BPM in Section 7.2(b) and the retained rights of BPM in Section 7.2(a)(i) may be sublicensed by BPM to: (A) an Affiliate of BPM without any requirement of consent, provided that such sublicense to an Affiliate of BPM shall immediately terminate if and when such party ceases to be an Affiliate of BPM or (B) a Third Party, provided that (x) [***] and (y) in each case of (A) and (B) only with respect to the licenses granted by Roche to BPM in Section 7.2(b), (1) BPM shall ensure that the financial terms included in Article 9 that are applicable to the scope of the sublicense granted remain unchanged, (2) Roche’s obligations to such a Sublicensee shall be no broader than Roche’s obligations were to BPM under this Agreement prior to BPM’s grant of such a sublicense, and (3) BPM shall be liable for any act or omission of any such Sublicensee that is a breach of any of BPM’s obligations under this Agreement as though the same were a breach by BPM, and Roche shall have the right to proceed directly against BPM without any obligation to first proceed against such Sublicensee.
Scope of Permissible Sublicensing. The license granted by Medivation to API in Section 8.1 may be sublicensed by Astellas to: (i) an Affiliate of Astellas without any requirement of consent, provided that such sublicense to an Affiliate of Astellas shall immediately terminate if and when such party ceases to be an Affiliate of Astellas or (ii) a Third Party only with the prior written consent of Medivation, provided that a sublicense may be granted without such consent (but with prompt written notice to Medivation) (A) to a Third Party solely with respect to a country of the Licensed Territory (other than [*]) if Astellas [*] in such country or Astellas [*] to Commercialize the Product by its Affiliate in such country or (B) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Joint Development Plan, Joint Manufacturing Plan, Joint Medical Affairs Plan and/or Joint Commercialization Plan. The (sub)licenses granted by Astellas to Medivation in Section 8.2 may be sublicensed by Medivation to a subcontractor to perform Medivation’s assigned responsibilities under this Agreement or any Joint Development Plan, Joint Manufacturing Plan, Joint Medical Affairs Plan and/or Joint Commercialization Plan, upon [*] = 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. prompt written notice to Astellas. Nothing herein is intended to permit use of a Third Party to provide Sales Representatives in a manner that is contrary to Section 6.8(b).
Scope of Permissible Sublicensing. The license granted by Rigel to AZ in Section 7.1 may be sublicensed by AZ through multiple tiers of Sublicensees: (i) to its Affiliates in the Territory or in any country of the Territory without Rigel’s prior written consent; (ii) to a Third Party in the U.S. or in any of the Major EU Countries, which sublicense shall require the prior written consent of Rigel ([ * ]) if granted [ * ] the First Commercial Sale of a Product in the first to occur of the U.S. or any Major EU Country; and (iii) to a Third Party in any other country(ies) of the Territory without the prior written consent of Rigel. AZ shall remain primarily responsible for the performance of its Sublicensees and shall use Diligent Efforts to [ * ] = 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. cause its Sublicensees to comply with the terms and conditions of this Agreement. For the avoidance of doubt, where AZ grants a sublicense to a Person that is not an Affiliate of AZ, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement.
Scope of Permissible Sublicensing. The licenses granted by Shionogi to BDSI in Sections 2.1 and 2.2 may be sublicensed (through multiple tiers) by BDSI to a Third Party or any Affiliate of BDSI without any requirement of consent, subject to the requirements of this Section 2.3(a) and Section 2.3(b). At least [***] prior to entering into any sublicense of its rights under Sections 2.1 or 2.2, BDSI shall provide to Shionogi, on a confidential basis, written notice of its intent to enter into such sublicense, including [***]. BDSI shall consider diligently, reasonably and in good faith all input received in writing from Shionogi within such [***] period, which for the avoidance of doubt, shall not begin until Shionogi has received all information BDSI is required pursuant to the immediately preceding sentence to provide to Shionogi, with respect to such proposed sublicense. For the avoidance of doubt, subject to the preceding and Section 2.3(b), BDSI shall have final say on, and Shionogi shall not attempt to interfere with, any sublicense and the terms thereunder.
Scope of Permissible Sublicensing. (i) The licenses granted by Exicure to Ipsen in Section 7.1 may be sublicensed (through multiple tiers) by Ipsen to: (A) Affiliates of Ipsen, provided that any such sublicense to an [***] - Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) because it is both (i) not material to investors and (ii) information that the Company treats as private or confidential. Affiliate of Ipsen will immediately terminate if and when such party ceases to be an Affiliate of Ipsen, or (B) Sublicensees, on the following conditions: (1) [***], and (2) [***]. Ipsen agrees to (x) notify Exicure in writing no later than [***], and (y) provide Exicure with a copy of such executed sublicense agreement with a Sublicensee within [***] after the effective date of such agreement (subject to [***] redaction as Ipsen [***] believes appropriate to comply with confidentiality obligations, including financial provisions and sensitive information as applicable).
Scope of Permissible Sublicensing. The license granted by Rigel to AZ in Section 7.1 may be sublicensed by AZ through multiple tiers of Sublicensees: (i) to its Affiliates in the Territory or in any country of the Territory without Rigel’s prior written consent; (ii) to a Third Party in the U.S. or in any of the Major EU Countries, which sublicense shall require the prior written consent of Rigel ([ * ]) if granted
Scope of Permissible Sublicensing. The license granted by Medivation to Partner in Section 7.1 may be sublicensed by Partner to: (i) an Affiliate of Partner without any requirement of consent, provided that such sublicense to an Affiliate of Partner shall immediately terminate if and when such party ceases to be an Affiliate of Partner or (ii) a Third Party only with the prior written consent of Medivation, provided that a sublicense may be granted to a subcontractor or consultant upon prior written notice to Medivation (x) pursuant to Sections 3.5, 4.6, 5.9 and 6.7 to perform Partner’s assigned responsibilities (but not Partner’s responsibilities to provide a field sales force in the Shared Territory) under this Agreement, the Joint Development Plan, Joint Manufacturing Plan and/or Shared Territory Commercialization Plan and (y) to conduct any of Partner’s obligations and activities with respect to Products in the Licensed Territory provided that Partner remains responsible for the work allocated to, and payment to, such subcontractors and consultants to the same extent it would if it were doing such work itself. The license granted by Partner to Medivation in Section 7.2 may be sublicensed by Medivation to a subcontractor solely pursuant to Sections 3.5, 4.6, 5.9 and 6.7 to perform Medivation’s assigned responsibilities (but not Co-Promotion activities) under this Agreement, the Joint Development Plan, the Joint Manufacturing Plan and/or the Shared Territory Commercialization Plan, upon prior written notice to Partner provided that Medivation remains responsible for the work allocated to, and payment to, such subcontractors and consultants to the same extent it would if it were doing such work itself.
