Sublicensees. Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any Third Party contract research organization (“CRO”) or contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least 20 Business Days in advance) to Lilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the proposed Sublicensee and the countries involved, or (c) a Specified Person. Each Affiliate or other Person to which any such sublicense is granted is referred to herein as a “Sublicensee.” Licensee shall remain responsible for the performance by each of its Sublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). Without limiting the foregoing, Licensee shall: (x) ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provi...
Sublicensees. 4.1 The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject to the rights of The Regents under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212.
4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights.
4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3.
4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4.
4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.
Sublicensees. Upon termination of this Agreement for any reason, any sublicense not then in default shall continue in force and effect and shall be assigned by Licensee to Licensors; provided, the financial obligations of each Sublicensee to Licensors shall be limited to the amounts Licensee shall be obligated to pay to Licensors for the activities of such Sublicensee pursuant to this Agreement.
Sublicensees. MorphoSys shall use Commercially Reasonable Efforts to obtain from each Sublicensee obligations in the Sublicense for the Sublicensee to comply with Sections 10.6(b), (d), (e), (h), (j) and (k) as if the Sublicensee were MorphoSys, on the same or better terms as provided for in Sections 10.6(b), (d), (e), (h), (j) and (k) (or to avoid doubt, obligations in the Sublicense for the Sublicensee to provide MorphoSys to provide the rights of Sections 10.6(b), (d), (e), (h), (j) and (k) to MorphoSys in case the Sublicense terminates, and for these to be passed on by MorphoSys to Xencor in case this Agreement also terminates). In any event, MorphoSys shall provide in each Sublicense that whatever rights (if any) and terms with respect to the subject matter of Sections 10.6(b), (d), (e), (h), (j) and (k) are granted to MorphoSys in case such Sublicense terminates shall be passed on to Xencor if this Agreement also terminates (as non-limiting examples: if MorphoSys obtains cost-free exclusive access to or ownership of intellectual property and clinical data, then this shall also be cost-free when passed on to Xencor if this Agreement terminates; if MorphoSys obtains a broader assignment back, then the assignment to Xencor shall be identically broadened if this Agreement terminates). Also in any event, MorphoSys shall in each Sublicense obtain at a minimum the following: The license to Xencor under Post-Sublicensing Patents of Section 4.4, including to the extent granted under Post-Sublicensing Patents of the Sublicensee, shall survive in case the Sublicense terminates. In case the Sublicense terminates, there shall be a non-exclusive, royalty-free, sublicensable (through one (1) or more tiers without consent) license back to MorphoSys under the Post-Sublicensing Patents to make, have made, use, sell, offer to sell, and import Licensed Antibodies and/or Licensed Products; which license shall be passed on to Xencor if this Agreement also terminates.
Sublicensees. In addition to the requirements of sections 2.1 and 2.3 of this AGREEMENT, in the event MERCK utilizes any AFFILIATE or third party to distribute PRODUCT (directly or indirectly) for MERCK in the TERRITORY or otherwise sublicenses any of the licensed rights under this AGREEMENT, the agreement with such AFFILIATE or third party shall include an obligation for such third party to comply with the provisions of this AGREEMENT on the same basis as if such SALES were made by MERCK, and MERCK shall for all purposes under this AGREEMENT treat the net sales of PRODUCT of the sublicensee as NET SALES of MERCK.
Sublicensees. Each of New River’s sublicensees with respect to any affected Collaboration Products at such time will continue to have the rights and license set forth in their sublicense agreements, subject to the continued performance of the obligations thereunder; provided, however, that such sublicensee agrees in writing that Shire is entitled to enforce all relevant terms and conditions of such sublicense agreement directly against such sublicensee; and provided, further, that such sublicensee is not then in breach of its sublicense agreement.
Sublicensees. Each of Shire’s sublicensees with respect to any affected Collaboration Products in any affected country at such time will continue to have the rights and license set forth in their sublicense agreements, subject to the continued performance of the obligations thereunder; provided, however, that such sublicensee agrees in writing that New River is entitled to enforce all relevant terms and conditions of such sublicense agreement directly against such sublicensee; and provided, further, that such sublicensee is not then in breach of its sublicense agreement.
Sublicensees. In the event that either Party reasonably believes that a Sublicensee may be infringing any of the Licensed Patents by acting beyond the scope of the licence granted to Flexion under this Agreement, such Party shall promptly notify the other Party in writing, identifying the alleged infringer and the alleged infringement complained of and furnishing the information upon which such determination is based. Flexion shall have a period of ninety (90) days in which to resolve the matter with the Sublicensee and bring the infringing activity to an end. If Flexion has not brought the infringing activity to an end or cannot demonstrate to AstraZeneca that it has taken appropriate steps to bring the infringing activity to an end, then AstraZeneca shall have the rights set out in Section 16.1 as if the Sublicensee were a Third Party.
Sublicensees. Fuso may sublicense the rights to make, use and/or sell granted in Section 2.1 to third parties, with the prior written consent of GenVec, which consent shall not be unreasonably withheld. Fuso may sublicense the rights granted in Section 2.1 to make Collaboration Products to Affiliates of Fuso without the consent of GenVec, provided that such sublicense shall remain in effect for only so long as such entity remains an Affiliate of Fuso. Each sublicense granted by Fuso shall be consistent with all the terms and conditions of this Agreement. Fuso shall remain responsible to GenVec for all of each such Sublicensee's applicable financial and other obligations under this Agreement.
