Sublicense Survival. In the event of any termination of this Agreement where such termination affects any Sublicense involving any Licensed Products, and such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Products and such Sublicensee is, as of the effective date of such termination, current and fully compliant with all of its material obligations and with all of the terms and conditions of such Sublicense and is not otherwise in any uncured material breach of its obligations under its Sublicense from TDTx (such Sublicensee, a “Compliant Sublicensee”), such termination of this Agreement shall be without prejudice to the rights of such Compliant Sublicensee of such Licensed Products of TDTx, and Licensors shall, if requested in writing by the Compliant Sublicensee, within a period not to exceed [***] from the date of such written request, enter into good faith negotiations for a definitive license agreement directly with the Compliant Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that [***]. In the event that any such Replacement Sublicense involves only a pass-through Sublicense of the same or substantially the same scope of sublicensed intellectual property and for the same or substantially the same licensed field of use for the sublicensed intellectual property rights to be granted to such Compliant Sublicensee relative to the original Sublicense, and does not involve any additional material performance obligations or any other material obligations such as indemnification obligations or other obligations, liabilities, covenants, or responsibilities for either MEE or Lonza other than the grant of the continued Sublicense rights under the same or substantially the same scope of licensed intellectual property comparable in scope and field to those rights that existed under the Sublicense that was in place directly with TDTx, Licensors will enter into such Replacement Sublicense with such Compliant Sublicensee during such [***] negotiation period and will not have the right in such case to deny the grant of any such Replacement Sublicense to any Compliant Sublicensee.
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. (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.
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. (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.
Sublicense Survival. Any sublicense granted hereunder by Xxxxx will, at the Sublicensee’s option, survive such termination on the condition that the relevant Sublicensee is not in material breach of any of its obligations under such sublicense. In order to effect this provision, at the request of the Sublicensee, Metagenomi will enter into a direct license with the Sublicensee on terms that are substantially the same terms as the applicable terms of this Agreement; provided that Metagenomi will not be required to undertake obligations in addition to those required by this Agreement, and Metagenomi’s rights under such direct license will be consistent with its rights under this Agreement, taking into account the scope of the license granted under such direct license.
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.
