Sublicense Conditions. The right to sublicense granted to LICENSEE under Section 2.1 is subject to the following conditions:
2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”).
2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement).
2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL for the account of LICENSEE; provided that DREXEL shall remit to LICENSEE the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this Agreement.
2.4.4 Even if LICENSEE enters into Sublicenses, LICENSEE remains primarily liable to DREXEL for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission that would be a breach of this Agreement if performed by LICENSEE, LICENSEE shall exercise all rights and remedies it has under the Sublicense.
Sublicense Conditions. Company’s right to extend any or all of the rights granted to Company by Cellscript via a sublicense to affiliates or Third Parties is subject to each of the following conditions:
1.5.1 Company will have the right to grant further sublicenses to its affiliates and to Third Parties (“sub-sublicensees”) that permit multiple levels of sublicensing, including in Third Party sub-sublicenses that permit further levels of sublicensing (e.g., to “sub-sub-sublicensees”). In each further sub-sublicense agreement to an affiliate or Third Party, Company will require the sub-sublicensee to comply with terms and conditions that are consistent with this Agreement, and in each agreement for further sublicensing (e.g., by a sub-sublicensee of Company to a sub-sub-sublicensee), the party granting the further sublicense will require the party receiving the further sublicense to comply with terms and conditions that are consistent with its sub-sublicense agreement from Company. Except when used to clarify the meaning of the different terms in this Section 1.5.1, the term sublicense in this Agreement includes any permitted sub-sublicense, sub-sub-sublicense, etc. and the term sublicensee includes any permitted sub-sublicensee, sub-sub-sublicensee, etc.
1.5.2 Within [***] days after Company enters into a sublicense agreement, Company will deliver to Cellscript a complete and accurate copy of the entire sublicense agreement written in the English language, provided that Company will have the right to redact the terms and conditions of such sublicense agreement that are not necessary for Cellscript to confirm compliance with all terms and conditions required under this Sublicense, including Section 1.5 hereof. Cellscript’s receipt of the sublicense agreement will not constitute a waiver of any right or obligation of Cellscript or of Company under this Agreement.
1.5.3 In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), to the extent permissible by law, [***].
1.5.4 Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Cellscript for any act or omission of a sublicensee that would be a breach of this Agreement if performed or omitted by Company, and Company will be deemed to be in breach of this Agreement as a result of such act or omission. Upon learning of any such breach of this Agreement due to an act or omission of a sublicensee of Company, ...
Sublicense Conditions. The Company’s right to sublicense granted by Penn under the License is subject to each of the following conditions:
(a) In each sublicense agreement, Company will (i) prohibit the sublicensee from further sublicensing under the License , provided that such prohibition shall not apply to further sublicensing by any entity that (together with its affiliates) had [**] U.S. dollars or more in worldwide drug product revenues in the calendar year most recently completed as of the grant of the sublicense; and (ii) require the sublicensee to comply with the terms and conditions of this Agreement applicable to sublicensees. For purposes of Sections 1.5 (a) and (c) and 13.5, “affiliates” shall mean a legal entity that is controlling, controlled by or under common control with sublicensee. For purposes of these Sections, the word “control” means (x) the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of a legal entity, (y) the right to receive fifty percent (50%) or more of the profits or earnings of a legal entity, or (z) the right to determine the policy decisions of a legal entity.
Sublicense Conditions. The Company's right to sublicense granted by University under the License is subject to each of the following conditions:
(a) In each sublicense agreement, Company will prohibit the sublicensee from further sublicensing and require the sublicensee to comply with the terms and conditions of this Agreement.
(b) Within thirty (30) days after Company enters into a sublicense agreement, Company will deliver to University a complete and accurate copy of the entire sublicense agreement written in the English language. University's receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of University or obligation of Company under this Agreement.
(c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from University to such Affiliate or sublicensee, become payable directly to University for the account of Company. Upon receipt of any such funds, University will remit to Company the amount by which such payments exceed the amounts owed by Company to University.
(d) Company will terminate any sublicense agreement within ten (10) business days in the event that the sublicensee causes or experiences any of the following: (i) if sublicensee (1) becomes insolvent or bankrupt, (2) is adjudicated insolvent or bankrupt, (3) admits in writing its inability to pay its debts, (4) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within thirty (30) days, (5) makes an assignment for the benefit of creditors, or (6) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within thirty (30) days; (ii) the institution or commencement by sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (iii) the entering of any order for relief relating to any of the proceedings described in Section 1.5(d)(i) or (ii) above; (iv) the calling by sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts in connection with any of the events described in Section 1.5(d)(i), (ii) or (iii) above...
Sublicense Conditions. Audentes acknowledges and agrees that Audentes’s rights in this Agreement are subject to the terms and conditions of the HHS Patent License Agreement. In particular, and without limitation, in accordance with paragraph 4.2 thereof, Genethon’s obligations to PHS set out in paragraphs 5.1, 7.1, 9.1, 9.2, 11, 12.4 and 13.6-13.7 of the HHS Patent License Agreement shall be binding upon Audentes as if Audentes were a party thereto (i.e., for the purposes hereof, Audentes shall be deemed to be the “Licensee” referred to in these paragraphs). Copies of such paragraphs are set out in Exhibit A hereto.
Sublicense Conditions. ASOthera’s right to grant Sublicenses under the licenses granted to ASOthera under Section 2.1 is subject to each of the following conditions:
(a) ASOthera may not grant Sublicenses except with the prior written approval of University, which shall not be unreasonably withheld. Such prior written approval shall not be required if such sublicensee’s primary business is healthcare-related, including but not limited to the development, manufacture or sale of pharmaceutical, biopharmaceutical or diagnostic products or services.
(b) ASOthera will enter into a written Sublicense agreement with each sublicensee, which is subject to University’s rights under Section 2.2 and requires the payment by the sublicensee to ASOthera of royalties on Net Sales in a manner which will enable ASOthera to comply with Section 4.4.
Sublicense Conditions. The VGX’s right to sublicense granted by Penn under the License is subject to each of the following conditions:
(a) In each sublicense agreement, VGX will prohibit the sublicensee from further sublicensing to more than one additional sublicense in any jurisdiction and require the sublicensee to comply with the terms and conditions of this Agreement.
(b) Within thirty (30) days after VGX enters into a sublicense agreement, VGX will deliver to Penn a complete and accurate copy of the entire sublicense agreement written in the English language. Penn’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Penn or obligation of VGX under this Agreement.
(c) In the event that VGX causes or experiences a Trigger Event (as defined in Section 7.4), all payments due to VGX from its Affiliates or sublicensees under the sublicense agreement will, upon notice from Penn to such Affiliate or sublicensee, become payable directly to Penn for the account of VGX. Upon receipt of any such funds, Penn will remit to VGX the amount by which such payments exceed the amounts owed by VGX to Penn.
(d) VGX’s execution of a sublicense agreement will not relieve VGX of any of its obligations under this Agreement. VGX is primarily liable to Penn for any act or omission of an Affiliate or sublicensee of VGX that would be a breach of this Agreement if performed or omitted by VGX, and VGX will be deemed to be in breach of this Agreement as a result of such act or omission.
Sublicense Conditions. The Company’s right to sublicense granted by Penn under the License is subject to each of the following conditions:
(a) In each sublicense agreement, Company will prohibit the sublicensee from further sublicensing and require the sublicensee to comply with the terms and conditions of this Agreement.
(b) Within thirty (30) days after Company enters into a sublicense agreement, Company will deliver to Penn an executed copy of the entire sublicense agreement written in the English language. Penn’s receipt of the sublicense agreement, however, will not constitute a waiver of any right of Penn or obligation of Company under this Agreement.
(c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company and its Affiliates or sublicensees under the sublicense agreement will, upon notice from Penn to such Affiliate or sublicensee, become payable directly to Penn for the account of Company. Upon receipt of any such funds, Penn will remit to Company the amount by which such payments exceed the amounts owed by Company to Penn.
(d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Penn for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by Company, and Company will be deemed to be in breach of this Agreement as a result of such act or omission.
Sublicense Conditions. The Company’s right to sublicense granted by Penn under the License is subject to each of the following conditions:
(a) Within **** after Company enters into a sublicense agreement, Company will deliver to Penn a complete and accurate copy of the entire executed sublicense agreement written in the English language.
(b) In each sublicense agreement, Company will require the sublicensee, and any further sublicensees, to comply with the terms and conditions of this Agreement.
(c) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. ****.
Sublicense Conditions. The Company’s right to sublicense granted by Rockefeller under the License is subject to each of the following conditions:
(a) In each sublicense agreement, Company will prohibit the sublicensee from further sublicensing and require the sublicensee to comply with the terms and conditions of this Agreement.
(b) Within thirty (30) days after Company enters into a sublicense agreement, Company will deliver to Rockefeller a complete and accurate copy of the entire sublicense agreement written in the English language. Rockefeller’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Rockefeller or obligation of Company under this Agreement.
(c) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Rockefeller for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by Company, and Company will be deemed to be in breach of this Agreement as a result of such act or omission.
