Sublicense to Third Parties Sample Clauses

Sublicense to Third Parties. With respect to Sublicenses to Third Parties, each Sublicense shall be in writing and contain terms and conditions consistent with this Agreement and sufficient to enable Bayer and require Bayer’s Sublicensees to comply with this Agreement. Any Sublicense granted or authorized by Bayer hereunder shall not relieve Bayer from any of its obligations under this Agreement. Bayer shall provide written notice to Recursion of any Sublicense with a Third Party within [***] days after entering into such Sublicense along with a copy of such Sublicense, which may be redacted to remove any provisions not necessary to determine compliance with this Agreement, provided, however, that this requirement shall not apply when no commercialization rights are being granted to the Licensed Rights. Bayer agrees to be fully responsible for the performance of Sublicensees hereunder, including acts and omissions of same. Bayer’s obligation to meet the requirements of Section 5.1 of this Agreement shall not be waived by the grant of any Sublicense.
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Sublicense to Third Parties. NOVACEA shall have the right to grant sublicenses under the Trademark License to Third Parties in Canada in conjunction with any sublicense of those NOVACEA Licenses granted to it by XXXXXX XXXXX under the Softgel Patents and the XXXXXX XXXXX Know-How to use and sell a Licensed Product containing such Trademark in Canada, where the sublicense of such NOVACEA Licenses is permitted pursuant to the terms and conditions of Section 2.4.2 of the Patent and Know-How License Agreement.
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Sublicense to Third Parties. (i) Licensee shall have the right to grant sublicenses of the License to Third Parties to fulfill any of its obligations under this Agreement (any such Third Party, a “Sublicensee”), and Licensee shall notify Verastem in writing of such sublicense (except, for the avoidance of doubt, with respect to Subcontractors). Notwithstanding the foregoing, Licensee shall obtain Verastem’s prior written consent if Licensee wishes to sublicense (i) the Commercialization of one or more Licensed Products in any country in the Territory, or (ii) all or substantially all of Licensee’s rights or obligations to a Third Party under this Agreement.
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Sublicense to Third Parties. (i) Licensee shall have the right to grant sublicenses of the License to Third Parties to fulfill any of its obligations under this Agreement (any such Third Party, a “Sublicensee”), and Licensee shall notify Verastem in writing of such sublicense. Notwithstanding the foregoing, Licensee shall obtain Verastem’s prior written consent if Licensee wishes to sublicense all or substantially all of Licensee’s rights or obligations to a Third Party under this Agreement in the Territory. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC.
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Sublicense to Third Parties. Subject to Section 4.4 (Sublicensing Payment) Licensee (or its Affiliates) shall have the right to grant sublicenses (or further rights of reference) through one or multiple tiers under the licenses and right of reference in Section 2.1 (Grants to Licensee), to Third Parties provided that in respect of a grant of rights [***] (a) [***], or (b) [***]. [***]. Licensee shall further cause each Sublicensee to comply with the applicable terms and conditions of this Agreement, as if such Sublicensee were a Party to this Agreement; provided, however, that (i) Licensee shall be liable for any failure to comply by a Sublicensee and the grant of any such sublicense shall not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Sublicensee, and (ii) Licensee waives any requirement that AstraZeneca exhaust any right or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement. Licensee shall notify AstraZeneca within [***] of any such sublicense to be undertaken pursuant to this Section 2.2.2 and a copy of any sublicense agreement executed by Licensee shall be provided to AstraZeneca within [***]; provided that the financial terms and other terms of any such sublicense agreement to the extent not pertinent to an understanding of compliance with this Agreement may be redacted.
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Related to Sublicense to Third Parties

  • Sales to Third Parties Material purchased from the Joint Property by third parties shall be credited by Operator to the Joint Account at the net amount collected by Operator from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in Section 5.2, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective materials or otherwise shall be charged back to the Joint Account if and when paid by Operator.

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • Delegation to Third Parties Except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about the Adviser and any Fund to any such third party for the purposes of this paragraph, provided that the third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for any loss, mistake, gross negligence or misconduct caused by such third party.

  • No Third Parties Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

  • Disclosure to Third Parties (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party:

  • Liability to Third Parties The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • No Obligation to Third Parties The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the parties hereto to, any person or entity not a party to this Agreement.

  • Use of Third Parties Except as may be expressly agreed to in writing by the State Entity, Contractor shall not subcontract, assign, delegate or otherwise permit anyone other than Contractor or Contractor's personnel to perform any of Contractor's obligations under this Contract or any of the work subsequently assigned under this Contract. No subcontract which Contractor enters into with respect to performance of obligations or work assigned under the Contract shall in any way relieve Contractor of any responsibility, obligation or liability under this Contract and for the acts and omissions of all subcontractors, agents, and employees. All restrictions, obligations and responsibilities of the Contractor under the Contract shall also apply to the subcontractors. Any contract with a subcontractor must also preserve the rights of the State Entity. The State Entity shall have the right to request the removal of a subcontractor from the Contract for good cause.

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