Common use of Sublicense Conditions Clause in Contracts

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; (v) the act or failure to act by sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 1.5(d)(i)-(iv) above; (vi) the commencement by sublicensee of any action against University, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; and (vii) breaches the sublicense agreement and does not cure the breach within forth-five (45) days after written notice of the breach. If the termination of a sublicense agreement is stayed by any court, Company will not be obligated to seek termination of the stay. (e) Company's execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to University 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 if, subject to the provisions of Section 1.5(d), Company fails to terminate such sublicense agreement following any applicable cure period or fails to take reasonable steps to cure any such act or omission.

Sublicense Conditions. The Company's right to sublicense granted by University grant sublicenses under the License is shall be subject to the requirements of Section l.l(a) and (b). Any such sublicense will be subject to each of the following conditions: (a) In each sublicense agreement, Company Licensee will (i) prohibit the sublicensee from further sublicensing sublicensing, except for a further sublicense limited to the right to manufacture and distribute a Licensed Product developed by the sublicensee, and (ii) require the sublicensee to comply with the terms and conditions of this AgreementAgreement other than the payment and reporting obligations of Company. (b) Within thirty (30) days after Company Licensee enters into a sublicense agreement, Company will deliver to University Rockefeller a complete and accurate copy of the entire sublicense agreement written in the English language. UniversityRockefeller's receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of University Rockefeller 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)bankruptcy event, all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from University Rockefeller to such Affiliate or sublicensee, become payable directly to University Rockefeller for the account of Company. Upon receipt of any such funds, University Rockefeller will remit to Company the amount by which such payments exceed the amounts owed by Company to UniversityRockefeller. (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; (v) the act or failure to act by sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 1.5(d)(i)-(iv) above; (vi) the commencement by sublicensee of any action against University, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; and (vii) breaches the sublicense agreement and does not cure the breach within forth-five (45) days after written notice of the breach. If the termination of a sublicense agreement is stayed by any court, Company will not be obligated to seek termination of the stay. (e) Company's execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to University 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 if, subject to the provisions of Section 1.5(d), Company fails to terminate such sublicense agreement following any applicable cure period or fails to take reasonable steps to cure any such act or omission.

Sublicense Conditions. The Company's ’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 ’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; (v) the act or failure to act by sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 1.5(d)(i)-(iv) above; (vi) the commencement by sublicensee of any action against University, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; and (vii) breaches the sublicense agreement and does not cure the breach within forth-five (45) days after written notice of the breach. If the termination of a sublicense agreement is stayed by any court, Company will not be obligated to seek termination of the stay. (e) Company's ’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement, including its obligation to use commercially reasonable efforts to develop, commercialize, market and sell Licensed Products in a manner consistent with the Development Plan. Company is primarily liable to University 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 if, subject to the provisions of Section 1.5(d), Company fails to terminate such sublicense agreement following any applicable cure period or fails to take reasonable steps to cure any such act or omission.

Sublicense Conditions. The Company's ’s right to sublicense granted by University 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 University Penn a complete and accurate copy of the entire sublicense agreement written in the English language. University's Penn’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of University 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 from its Affiliates or sublicensees under the sublicense agreement will, upon notice from University Penn to such Affiliate or sublicensee, become payable directly to University Penn for the account of Company. Upon receipt of any such funds, University Penn will remit to Company the amount by which such payments exceed the amounts owed by Company to UniversityPenn. (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; (v) the act or failure to act by sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 1.5(d)(i)-(iv) above; (vi) the commencement by sublicensee of any action against University, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; and (vii) breaches the sublicense agreement and does not cure the breach within forth-five (45) days after written notice of the breach. If the termination of a sublicense agreement is stayed by any court, Company will not be obligated to seek termination of the stay. (e) Company's ’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to University 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 if, subject to the provisions of Section 1.5(d), Company fails to terminate such sublicense agreement following any applicable cure period or fails to take reasonable steps to cure any such act or omission.