Sublicense Survival. In the event of any termination of this Agreement with respect to any Licensed Gene Targets, where such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Gene Targets or by any material breach by such Sublicensee of its obligations under its Sublicense from Akouos, such termination of this Agreement shall be without prejudice to the rights of the non-breaching Sublicensee of such Licensed Gene Targets of Akouos and MEE shall, if requested by the Sublicensee, enter into a license agreement directly with the Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that (a) the Replacement Sublicense Agreement shall provide that in no event shall such Sublicensee be liable to MEE for any actual or alleged default by Akouos of this Agreement, (b) the scope and territory of the license grant under the Replacement Sublicense Agreement shall be the same as that granted by Akouos to such Sublicensee pursuant to the Sublicense between Akouos and such Sublicensee, (c) the financial terms of any Replacement Sublicense Agreement shall be such that MEE shall receive the same consideration Akouos would have received under the Sublicense, (d) the Sublicensee shall not have any obligations under the Replacement Sublicense Agreement that are greater than or inconsistent with the obligations of the Sublicensee under this Sublicense and (e) MEE will not have any obligations under Replacement Sublicense Agreement that are greater than or inconsistent with the obligations of Akouos under the Sublicense. Each such Sublicensee of Akouos shall be deemed a third party beneficiary of this Section 10.5.6 with the right to enforce it directly against MEE.
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.
(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. 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. 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 termination of this Agreement by AURI pursuant to Section 10.3, each sublicense granted by NewLink pursuant to Section 2.2 that is in force at the time of such termination shall survive such termination provided that such Sublicensee pays to AURI all amounts that NewLink would have been obligated to pay to AURI pursuant to (i) Section 4.3 on account of Net Sales by such Sublicensee after such termination and (ii) Section 4.4 on account of Sublicense Revenue paid by such Sublicensee to NewLink after such termination.
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. In the event of any termination of this Agreement, any permitted sublicense of either Party shall, at the applicable Sublicensee’s option, survive such termination, provided that the Sublicensee is not in breach of any of its obligations under such sublicense and provided, further, that, in the case of a Sublicensee of Biogen, such Sublicensee has not initiated or assisted in the initiation or continuation of any Biogen Patent Challenge. In order to effect this provision, at the request of the Sublicensee, the licensor Party shall enter into a direct license with the Sublicensee on substantially the same terms as the sublicense, provided that the licensor Party shall not be required to undertake obligations in addition to those required by this Agreement, and that the licensor Party’s rights under such direct license shall be consistent with its rights under this Agreement, taking into account the scope of the license granted under such direct license.
Sublicense Survival. In the event of termination of this Agreement by M.I.T., except pursuant to Section 12.5(b), M.I.T. agrees that, after the effective date of termination of this Agreement, each SUBLICENSEE shall be entitled to become a direct licensee of M.I.T. under the PATENT RIGHTS, provided that:
(1) Within [***] days of the effective date of termination of this Agreement, SUBLICENSEE and M.I.T. shall execute a new license agreement on substantially the same terms set forth in this Agreement as set forth in Section 2.3(b)(5) below (the “NEW LICENSE AGREEMENT”);
(2) M.I.T. shall not be obligated to grant to any such SUBLICENSEE any rights under the PATENT RIGHTS that are broader than the rights previously granted by COMPANY to SUBLICENSEE, or inconsistent with the rights granted to COMPANY under this Agreement;
(3) SUBLICENSEE is not in material breach under the sublicense agreement with COMPANY, or in default of any relevant provisions of this Agreement, at the date of termination of this Agreement;
(4) Unless otherwise agreed to in writing by M.I.T. and the SUBLICENSEE under the NEW LICENSE AGREEMENT, SUBLICENSEE shall be obligated to pay M.I.T. all of the payments M.I.T. would have been entitled to receive from COMPANY under Article 4 of this Agreement, including without limitation running royalties (Section 4.1(d)), and milestone payments (Section 4.1(e)) specified in this Agreement, as well as sharing of SUBLICENSE INCOME (Section 4.1(f)) and reimbursement of future PATENT EXPENSES (Sections 4.1(a) and 6.3), in each case as if the sublicense agreement between COMPANY and SUBLICENSEE and this Agreement were both still in full effect. For example, for a given milestone event achieved under Section 4.1(e) of this Agreement, the NEW LICENSE AGREEMENT shall require payment of the applicable amounts due under both Sections 4.1(e) and 4.1(f), with respect to consideration that would otherwise have been SUBLICENSE INCOME, of this Agreement, as if the sublicense agreement between COMPANY and SUBLICENSEE was still in full effect; and
(5) The NEW LICENSE AGREEMENT shall include substantially identical terms and conditions of the following provisions of this Agreement: Subject to Sections 2.3(b)(2) above, Section 2.1 (License Grants);
