Sublicense Terms. Any sublicense granted pursuant to this ARTICLE 3 shall be consistent with and subject to the terms and conditions of this AGREEMENT.
Sublicense Terms. Each permitted license or sublicense and agreement with a Sublicensee (i) must be consistent with the terms and conditions of this Agreement, (ii) must contain a provision under which the licensing Party shall obtain an exclusive or non-exclusive license, with the right to grant a sublicense to the other Party as set forth under this Agreement, to Develop, have Developed, Manufacture, have Manufactured, to Commercialize and have Commercialized Licensed Product in the Territory under Know-how and Patent Rights owned or licensed by such Sublicensee or any of its Affiliates, that are (A) necessary to Develop, Manufacture or Commercialize Licensed Product, (B) incorporated in any Licensed Product, in the case of such Know-how, or that Cover any Licensed Product, in the case of such Patent Rights, and (C) reasonably useful to Develop, Manufacture or Commercialize Licensed Product, provided, however, that notwithstanding the foregoing provisions of this clause (ii), if the applicable Sublicensee is not granted the right under such license or sublicense to Commercialize or have Commercialized Licensed Product in the AVEO Territory or the Licensed Territory, the provisions of the foregoing subclauses (A) and (B) shall be limited only to Know-how and Patent Rights generated by such Sublicensee or any of its Affiliates that arise directly out of the Development or Manufacture of Licensed Product under such license or sublicense agreement and the provisions of the foregoing subclause (C) shall not apply, and (iii) must not contain provisions that result in the licensing Party not having the ability to license or sublicense to the other Party as set forth in this Agreement any Patent Rights or Know-how owned, licensed, used or practiced by the licensing Party or any of its Affiliates. Each permitted license or sublicense by AVEO or any of its Affiliates must contain a provision that the applicable Sublicensee and its Affiliates shall not Develop, Manufacture or Commercialize a Directly Competitive Product or collaborate with, or grant to, any other Third Party any license or right to Develop, Manufacture or Commercialize a Directly Competitive Product.
Sublicense Terms. Each sublicense granted by Buyer under this Agreement shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including a requirement that such Sublicensee comply with the confidentiality and non-use provisions of ARTICLE 5 (Confidentiality) with respect to the Parties’ Confidential Information.
Sublicense Terms. Each Sublicensee must be subject to a written sublicense agreement containing all terms of the sublicense, which shall include at least the following terms and conditions:
(a) record keeping, audit and reporting obligations substantially equivalent to those set forth in Sections 8.1 and 8.2 of this Agreement, sufficient to enable Licensee and Institute to reasonably verify the payments due to Licensee and Institute under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Licensed Product, including the right for Institute (or its designee) to perform a direct audit of Sublicensee’s books and records on terms no less stringent than those set forth in Section 8.2 of this Agreement;
(b) infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on Licensee and do not provide greater rights to Sublicensee than as provided in Article 14;
(c) confidentiality provisions with respect to Confidential Information of Institute consistent with the restrictions on Licensee in Article 22 of this Agreement;
(d) a requirement of indemnification of Institute by Sublicensee that is equivalent to the indemnification of Institute by Licensee under Section 15.1 of this Agreement; and
(e) a requirement of obtaining and maintaining insurance by Sublicensee that is equivalent to the insurance requirements of Licensee under Section 15.4 of this Agreement. Any Sublicense that does not include all of the terms and conditions set forth in this Section 3.3 or which is not issued in accordance with the terms and conditions set forth in this Article 3, shall be considered null and void with no further notice from Institute.
Sublicense Terms. Any sublicense granted by Santen under this Agreement (directly or indirectly through its Affiliate or […***…] shall be (i) in writing, (ii) subject and subordinate to, and consistent with, the terms and conditions of this Agreement and, with respect to the RPCI Patents, the RPCI Agreement, and (iii) provide that so long as a Sublicensee is in compliance with the sublicense agreement as of the date of termination of this Agreement and the termination of this Agreement was not caused by any act or omission on the part of the Sublicensee, […***…]. Santen shall provide Tracon with a copy of any sublicense agreement entered into with a Sublicensee, and any amendment thereto, within thirty (30) days of its execution […***…]). Santen shall be liable for the failure of its Affiliates and Sublicensees to comply with the relevant obligations under this Agreement and shall, at its own cost, enforce compliance by its Affiliates and Sublicensees with the terms of the sublicense agreement.
Sublicense Terms. The terms and conditions of each sublicense of Licensee’s rights hereunder shall be consistent with this Agreement. A true and complete copy of each sublicense of Licensee’s rights hereunder, as well as any amendment thereto, shall be delivered to COH promptly following the effective date of each such sublicense or amendment.
Sublicense Terms. Each license and/or sublicense granted by a Party pursuant to Section 6.2.2 or 6.2.3 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Section 6.4 below. Agreements with any Commercializing Sublicensee shall contain the following provisions: (a) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (b) an audit requirement similar to the requirement set forth in Section 7.6; and (c) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article 8 with respect to both Parties’ Confidential Information. Each Party shall at all times be responsible for the performance of its Sublicensees under this Agreement. In the event a granting Party becomes aware of a material breach of any sublicense by a Third Party Sublicensee, the granting Party shall promptly notify the other Party of the particulars of same and take all Commercially Reasonable Efforts to enforce the terms of such sublicense.
Sublicense Terms. Any sublicense granted by Licensee under this Agreement shall be (i) in writing and (ii) subject and subordinate to, and consistent with, the terms and conditions of this Agreement. It shall be a condition of any sublicense that the Affiliate or Sublicensee, as applicable, agrees to be bound by the terms of this Agreement applicable to the Licensed Compound(s) or Licensed Product(s) in the Field in the Territory. Each sublicense agreement shall include the following additional terms and conditions: [***]. Licensee will be responsible for ensuring that the performance by any of its Affiliates and Sublicensee(s) hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement. Licensee shall be responsible for any actions of its Affiliates and Sublicensee(s) to the same extent as if such actions had been taken by Licensee itself, and Inventiva shall have the right to proceed directly against Licensee without any obligation to first proceed against such Affiliate or Sublicensee. Licensee shall provide Inventiva with a copy of any sublicense agreement entered into with an Affiliate or Sublicensee, and any amendment thereto, within [***] of its execution (provided that Licensee may redact any confidential information contained therein that is not necessary to ascertain compliance with this Agreement). Licensee shall be liable for the failure of its Affiliates and Sublicensee(s) to comply with the relevant obligations under this Agreement and shall, at its own cost, enforce compliance by its Affiliates and Sublicensee(s) with the terms of the sublicense agreement.
Sublicense Terms. Any sublicense by Juno of rights granted under the License shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement. Juno shall provide Fate a copy of any sublicense agreement entered into with any Third Party sublicensee, and any amendment thereto, within [***] days of its execution; provided that Juno may redact any confidential information contained therein that is not necessary to disclose to ensure compliance with this Agreement. Juno shall be liable for the failure of its sublicensees to comply with the relevant obligations under this Agreement and shall, at its own cost, enforce compliance by its sublicensees with the terms of the sublicense agreement.
Sublicense Terms. The term of Sublicenses shall be perpetual, terminable for breach of the licensing terms of the Sublicense Agreement.
