Sublicense Survival Sample Clauses
Sublicense Survival. (i) Notwithstanding Section 9.4.1 (Consequences of Termination; Termination by Licensee) and Section 9.4.2 (Consequences of Termination; Termination by AstraZeneca), upon termination of this Agreement, any sublicense granted by Licensee under this Agreement in accordance with Section 2.2 (Sublicenses) shall survive and shall automatically be assigned by Licensee to AstraZeneca such that such sublicense becomes a direct license between AstraZeneca and such Sublicensee on the same terms and conditions as those set forth in this Agreement, to the extent applicable to the rights granted by Licensee to such Sublicensee, provided that such sublicense was granted in accordance with the terms of Section 2.2 (Sublicenses) and that such Sublicensee is in compliance with the terms of the sublicense agreement and agrees to comply with all applicable terms of this Agreement.
(ii) Notwithstanding Section 9.4.3 (Consequences of Termination; Termination in a Terminated Territory), in the event this this Agreement is terminated with respect to a Terminated Territory by AstraZeneca, any sublicense granted by Licensee under this Agreement shall automatically be assigned by Licensee to AstraZeneca solely with respect to the right to market, promote, detail, distribute, import, sell for commercial use, offer for commercial sale, file any Drug Approval Application for or seek any Regulatory Approval for Licensed Products in such Terminated Territory, such that such portion of the sublicense becomes a direct license between AstraZeneca and such Sublicensee on the same terms and conditions as those set forth in this Agreement, to the extent applicable to the rights granted by Licensee to such Sublicensee and to the extent applicable to such Licensed Product in such Terminated Territory; provided that such sublicense was granted in accordance with the terms of Section 2.2 and that such Sublicensee is in compliance with the terms of the sublicense agreement and agrees to comply with all applicable terms of this Agreement.
Sublicense Survival. Unless Company receives written consent from Cornell prior to the issuance of the Sublicense by Company to the Sublicensee, upon termination of this Agreement for any reason, Cornell, at its sole discretion, shall determine whether Company shall cancel or assign to Cornell the Sublicense.
Sublicense Survival. If this Agreement terminates for any reason, then, at Praxis’ request, any Sublicense will survive and the Sublicensee will, from the effective date of such termination, become a direct licensee of Ionis with respect to the rights sublicensed to the Sublicensee by Praxis; so long as (a) Praxis has provided Ionis a complete copy of the applicable Sublicense and paid Ionis any Sublicense Revenue associated therewith, (b) such Sublicensee is not in breach of its Sublicense, (c) such Sublicensee continues to comply with all of the terms of the Sublicense, including the obligations of this Agreement imposed on Sublicensee by the Sublicense, and (d) such Sublicensee agrees to continue to pay directly to Ionis the portion of such Sublicensee’s payments under the Sublicense due to Ionis under this Agreement. Praxis agrees that it will confirm clause (a) of the foregoing in writing at the request and for the benefit of Ionis and if requested, the Sublicensee.
Sublicense Survival. Upon termination of this Agreement, upon the request of any Sublicensee, Maze will enter into a direct license from Maze to such Sublicensee on the same terms as this Agreement, taking into account any difference in license scope, territory and duration of sublicense grant (each a “New License Agreement”), provided that such Sublicensee is not at the time of such termination in breach of its sublicense agreement. Under any such New License Agreement between Maze and such former Sublicensee, such Sublicensee will be required to pay to Maze the same amounts in consideration for such direct grant as Maze would have received from Company pursuant to this Agreement on account of such Sublicensee’s Research, Development, Commercialization or other Exploitation of Licensed Compounds or Licensed Products had this Agreement not been terminated. Under such New License Agreement, Maze will not be bound by any grant of rights broader than, and will not be required to perform any obligation other than those rights and obligations contained in this Agreement and all applicable rights of Maze set forth in this Agreement will be included in such New License Agreement. Notwithstanding the foregoing, Maze will not be obligated to enter into a New License Agreement with a Sublicensee unless such Sublicensee notifies Maze within [***] after the termination of this Agreement that it wishes to enter into a New License Agreement.
Sublicense Survival. (a) Notwithstanding the termination of this Agreement or any of the licenses or sublicenses granted hereunder pursuant to this Article IX, any sublicenses to Isis Intellectual Property and the Xxxxxx Patents granted by Hybridon or its Subsidiaries pursuant to Section 3.2 or 3.3(b) hereof prior to such termination shall survive such termination. In such event, Isis shall have the right to receive directly from the Sublicensee any payments or other consideration otherwise payable to Hybridon or its Subsidiaries as the sublicensor under such sublicense, and to otherwise exercise all of the rights of Hybridon or its Subsidiaries as the sublicensor under such sublicense; provided however that Isis shall not assume, and shall not be responsible for, any representations, warranties or obligations of Hybridon or its Subsidiaries as the sublicensor to any Sublicensees other than the licenses under such sublicenses.
(b) Notwithstanding the termination of this Agreement or any of the licenses or sublicenses granted hereunder pursuant to this Article IX, any sublicenses of Hybridon Intellectual Property granted by Isis or its Subsidiaries pursuant to Section 2.2 hereof prior to such termination shall survive such termination. In such event, Hybridon shall have the right to receive directly from the Sublicensee any payments or other consideration otherwise payable to Isis or its Subsidiaries as the sublicensor, under such sublicense and to otherwise exercise all of the rights of Isis or its Subsidiaries as the sublicensor under such sublicense; provided however that Hybridon shall not assume, and shall not be responsible for, any representations, warranties or obligations of Isis or its Subsidiaries as the sublicensor to any Sublicensees other than the licenses under such sublicenses.
Sublicense Survival. Isis covenants that it will use good faith and Commercially Reasonable Efforts to enter into any necessary amendments or side agreements to its Third Party Agreements to ensure that (a) sublicenses under each Third Party Agreement will survive termination of such Third Party Agreement or (b) Genzyme will receive a direct license from the counterparty to each Third Party Agreement upon termination of such Third Party Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Sublicense Survival. Upon the termination of this Agreement [***] Landos will enter into a direct license agreement with such Sublicensee on the same terms as this Agreement, taking into account any difference in license scope, territory and duration of sublicense grant (each a “New License Agreement”). Under any New License Agreement between Landos and a former Sublicensee, such Sublicensee will be required to pay to Landos the same amounts in consideration for such direct grant as Landos would have otherwise received from Lian pursuant to this Agreement on account of such Sublicensee’s exploitation of the relevant Licensed Products had this Agreement not been terminated. Under such New License Agreement, Landos will not be bound by any grant of rights broader than, and will not be required to perform any obligation other than those rights and obligations contained in, this Agreement and all applicable rights of Landos set forth in this Agreement will be included in such New License Agreement. Each Sublicensee will be an intended Third Party beneficiary of this Section 2.2(c) with the right to enforce the same against Landos. At the request of Lian, Landos will issue a comfort letter directly to any potential Sublicensee confirming the terms of this Section 2.2(c).
Sublicense Survival. Upon the termination of this Agreement by Lyra pursuant to Sections 12.3(a) (Termination for Material Breach), 12.3(c) (Termination for Bankruptcy), 12.3(d) (Patent Challenge), or 12.3(e) (Termination for Cessation of Development or Commercialization), at the written request of any Sublicensee (other than Third Party subcontractors) who is not then in breach of its sublicense agreement, Lyra agrees to enter into a direct license agreement with such Sublicensee under the same terms and conditions of this Agreement (except for Section 6.1(a)) (Upfront Payment), effective upon the date that notice of such written request. If Lian terminates this Agreement pursuant to Section 12.3(b) (Termination by Lian for Convenience), then Lyra agrees to consider in good faith any request from any Sublicensee (other than Third Party subcontractors) to enter into a direct license agreement with such Sublicensee.
Sublicense Survival. Any sublicenses granted to Third Parties by Anthera in accordance with the foregoing shall survive termination of the licenses granted herein, or of this Agreement, provided that the following conditions are met as of the date of such termination: (x)
(i) Lilly has agreed in writing that such sublicense will survive termination of the licenses granted herein or (ii) the sublicensee under such sublicense is a pharmaceutical or biotechnology company having capitalization or line of credit minimum for [***] partners of [***], (y) the written agreement between Anthera and sublicensee pursuant to which the sublicense was granted (i) obligates the sublicensee to thereafter render to Lilly and Alnara Former Investors all milestones and royalties payable for such sublicensee’s Net Sales at a rate that is the higher of (1) the rate set forth in this Agreement or (2) the rate set forth in the applicable sublicense agreement, (ii) does not impose any obligations on Lilly as a result of such survival that are additional to, or more onerous than, those set forth in this Agreement and (iii) designates Lilly as a contingent third party beneficiary entitled to enforce all terms and conditions of such sublicense against the sublicensee in the event such sublicense survives termination of the licenses granted herein, and (z) such sublicensee is not in breach of the terms and conditions of its sublicense or, if applicable, this Agreement. Without limiting the foregoing, each Party agrees to execute reasonable additional documents to carry out the intent of this Section 2.3(e) or to evidence the survival of such sublicense.
Sublicense Survival. Eureka will, at the written election of any terminated Third Party that is a terminated Sublicensee (to the extent not then in breach of its applicable sublicense agreement with Licensee), negotiate in good faith the potential grant of a direct license to such terminated Sublicensee, which license will not be broader in license scope, territory or duration than such sublicense agreement granted by Licensee to such Sublicensee and not more burdensome on Eureka in any material manner and no less favorable to Eureka than the financial terms of Article 8 (each, a “New License Agreement”). Notwithstanding any provision to the contrary set forth in this Agreement, Eureka will not be obligated to negotiate a New License Agreement with a terminated Sublicensee (a) unless such Sublicensee notifies Eureka in writing within 60 days after the termination of this Agreement that it wishes to negotiate and enter into a New License Agreement or (b) if such notice is provided by a terminated Sublicensee within such 60-day period, at any time following the expiration of a 60-day period after the date of such notice.