Common use of Sublicense Requirements Clause in Contracts

Sublicense Requirements. Each sublicense granted by a Party to a Third Party pursuant to Sections 3.4.1 or 3.4.2 (a “Sublicense”) shall (i) be in writing; (ii) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (iii) require the applicable Sublicensee to comply with all applicable terms of this Agreement (except for the *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. payment obligations, for which the sublicensing Party shall remain responsible); (iv) require that the Sublicensee grant the other Party a right of reference to the same extent of the right of reference granted to such other Party pursuant to Section 4.4.4 (unless plainly unnecessary because the nature of the applicable Sublicense does not relate to relevant subject matter); and (v) prohibit further sublicensing, except on terms consistent with this Section 3.4.3. No Sublicense shall diminish, reduce or eliminate any obligation of either Party under this Agreement. Upon reasonable request, the sublicensing Party shall provide the other Party with a copy of each Sublicense, provided that the sublicensing Party may redact any information from such Sublicense to the extent that such redactions do not reasonably impair the other Party’s ability to ensure compliance with this Agreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (Alector, Inc.)

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Sublicense Requirements. Each sublicense granted by a Party to a Third Party pursuant to Sections 3.4.1 3.3.1 or 3.4.2 3.3.2 (a “Sublicense”) shall (i) be in writing; (ii) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (iii) require the applicable Sublicensee sublicensee (the “Sublicensee”) to comply with all applicable terms of this Agreement (except for the *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. payment obligations, for which the sublicensing Party shall remain responsible); (iv) require that the Sublicensee grant the other Party a right of reference to the same extent of the right of reference granted to such other Party pursuant to Section 4.4.4 4.4.5 (unless plainly unnecessary because the nature of the applicable Sublicense does not relate to relevant subject matter); and (v) prohibit further sublicensing, except on terms consistent with this Section 3.4.33.3.3. No Sublicense shall diminish, reduce or eliminate any obligation of either Party under this Agreement. Upon reasonable request, the sublicensing Party shall provide the other Party with a copy of each Sublicense, provided that the sublicensing Party may redact any information from such Sublicense to the extent that such redactions do not reasonably impair the other Party’s ability to ensure compliance with this Agreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (Pharmacyclics Inc)

Sublicense Requirements. Each permitted sublicense granted by a Party to a Third Party pursuant to Sections 3.4.1 or 3.4.2 Section 3.3.3 shall: (a “Sublicense”) shall (ia) be in writing; (iib) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (iiic) require the applicable Sublicensee to comply with all applicable terms of this Agreement (except for the *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. payment obligations, for which the sublicensing Party shall remain responsible); (iv) require that the Sublicensee grant the other Party a right of reference to the same extent of the right of reference granted to such other Party pursuant to Section 4.4.4 (unless plainly unnecessary because the nature of the applicable Sublicense does not relate to relevant subject matter); and (vd) prohibit only permit further sublicensing, except sublicensing on terms consistent with this Section 3.4.33.3.4. The Party granting a sublicense shall remain responsible for its obligations under this Agreement and shall be responsible for the performance of the relevant Sublicensee. In addition, such Party shall ensure that each of its Sublicensees complies with all relevant provisions of this Agreement. No Sublicense sublicense agreement with a Sublicensee shall diminish, reduce or eliminate any obligation of either Party under this Agreement. Upon reasonable request, the sublicensing Party shall provide the other Party with a copy of each Sublicense, sublicense; provided that the sublicensing Party may redact any information from such Sublicense sublicense to the extent that such redactions do not reasonably impair the other Party’s ability to reasonably ascertain or ensure compliance with this Agreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (Gossamer Bio, Inc.)

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Sublicense Requirements. Each sublicense granted by a Party to a Third Party pursuant to Sections 3.4.1 or 3.4.2 this Section 3.3 (a “Sublicense”) shall shall: (i) be in writing; (ii) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (iii) require the applicable Sublicensee sublicensee (a “Sublicensee”) to comply with all applicable terms of this Agreement (except for the *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. payment obligations, for which the sublicensing Party shall remain responsible); and (iv) require that the Sublicensee grant the other Party a right of reference to the same extent of the right of reference granted to such other Party pursuant to Section 4.4.4 (unless plainly unnecessary because the nature of the applicable Sublicense does not relate to relevant subject matter); and (v) prohibit further sublicensing, except on terms consistent with this Section 3.4.33.3.4. The Party granting a Sublicense shall remain responsible for its obligations under this Agreement and shall be responsible for the performance of the relevant Sublicensee. In addition, such Party shall ensure that each of its Sublicensees complies with all relevant provisions of this Agreement. No Sublicense shall diminish, reduce or eliminate any obligation of either Party under this Agreement. Upon reasonable request, the sublicensing Party shall provide the other Party with a copy of each Sublicense, provided that the sublicensing Party may redact any information from such Sublicense to the extent that such redactions do not reasonably impair the other Party’s ability to ascertain or ensure compliance with this Agreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (Argenx Se)

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