Sublicenses. Licensee shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions:
2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10.
2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees.
2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.
Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include:
(a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire;
(b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty);
(c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT;
(d) a prohibition on the grant of further SUBLICENSES ; and
(e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT.
4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE.
4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT.
4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT.
4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible.
4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES.
4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT.
4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional...
Sublicenses. Subject to compliance by Company with its obligations under Section 2.3 (Right of First Negotiation) below, commencing on the Closing Date, the licenses granted in Section 2.1 (Grant) (including, if applicable, in the last sentence of Section 2.1.1 (Covenant Not to Xxx)) may be sublicensed, in full or in part, by Company to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided that as a condition precedent to and requirement of any such sublicense:
(a) Any such permitted sublicense shall be in writing and shall be consistent with and subject to the terms and conditions of this Agreement;
(b) Company shall be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Company” hereunder; and [*] = 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.
(c) Any such Sublicensee shall agree in writing to be bound by the substantially similar obligations of Company hereunder that are relevant to the rights sublicensed by Company to Sublicensee under such sublicense agreement, including with respect to Article 9 (Confidentiality), and Sections 2.7 (Limited Exploitation Rights), 8.1 (Indemnity), 10.2.2 (Termination for IP Challenge), and 10.5 (Effects of Termination). Company shall provide Amgen, within [*] days following execution of each sublicense, prompt written notice thereof (which notice shall include the name of the Sublicensee and the general scope of such sublicense). Thereafter, upon Amgen’s reasonable request, Company shall provide to Amgen a copy of any such sublicense agreement executed by Company; provided that the financial terms (and any other terms Company is required to keep confidential) of any such sublicense agreement may be redacted to the extent not pertinent to an understanding of a Party’s rights or obligations under this Agreement.
Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).
Sublicenses. LICENSEE shall have the right to grant non- exclusive sublicenses to any of its wholly-owned and controlled subsidiaries, whose obligations to LICENSOR hereunder LICENSEE hereby guarantees, and which acknowledges to LICENSOR in writing that it wishes to become a sublicensee hereunder prior to doing so and agrees to be bound by the terms and conditions of this Agreement. All sublicenses shall (i) be non- exclusive, (ii) shall terminate with the termination of the rights and licenses granted to LICENSEE under Section 2.1 hereof, and be otherwise limited in accordance with the limitations and restrictions which are imposed on the rights and licenses granted to LICENSEE hereunder, (iii) contain confidentiality provisions no less protective than those contained in Section 12.1 hereof, and (iv) shall contain such other terms, conditions, and licenses as are necessary to enable LICENSEE to fulfill its obligations hereunder. LICENSEE shall send LICENSOR a copy of every sublicense agreement or other agreement entered into by LICENSEE in connection with a sublicense hereunder within thirty (30) days of the execution thereof. LICENSOR may terminate any such sublicense if there is any change in the ownership or control of a sublicensee.
Sublicenses. 7.1. LICENSEE shall have the right to sublicense the rights granted to it under this AGREEMENT in the TERRITORY, including through multiple tiers, (a) to an AFFILIATE of LICENSEE or a QUALIFIED SUBLICENSEE without the prior written consent of YALE, and (b) to any other third party with the prior written consent of YALE (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, a QUALIFIED SUBLICENSEE may further sublicense such rights in accordance with the preceding sentence as if it were the LICENSEE.
7.2. Any sublicense granted by LICENSEE (or a QUALIFIED SUBLICENSEE) shall include substantially similar definitions and provisions as this AGREEMENT, and such other provisions as are reasonably necessary to enable LICENSEE to provide YALE the protections and benefits contemplated herein. Subject to redaction of any competitively sensitive information required under applicable confidentiality obligations, to the extent that such information is not required to demonstrate compliance with this AGREEMENT, LICENSEE will provide YALE with a copy of each sublicense agreement (and all amendments thereto) promptly after execution; provided, further, that in the case where YALE reasonably requests that information be un-redacted in order for YALE to determine compliance with this AGREEMENT, LICENSEE shall provide YALE such information or allow for such information to be reviewed by an independent reviewer (selected by YALE and reasonably acceptable to LICENSEE, such acceptance not to be unreasonably withheld, conditioned or delayed) on behalf of YALE, subject to a confidentiality agreement between LICENSEE and such independent reviewer. LICENSEE (and each QUALIFIED SUBLICENSEE) shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE anywhere in the world or materially assists another party in bringing a PATENT CHALLENGE anywhere in the world (except as required under a court order or subpoena) then LICENSEE shall immediately terminate the sublicense. LICENSEE shall remain responsible for the performance of all SUBLICENSEES under any such sublicense as if such performance were carried out by LICENSEE itself, including, without limitation, the payment of any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A material breach of this provision shall const...
Sublicenses. Company shall have the right to grant sublicenses of its rights under Section 2.1. with the consent of Medical School, which consent shall not be unreasonably withheld or delayed. All sublicense agreements executed by Company pursuant to this Article 2 shall expressly bind the Sublicensee to the terms of this. Company shall promptly furnish Medical School with a fully executed copy of any such sublicense agreement.
Sublicenses. Company may grant sublicenses of its rights under Section 2.1. with the consent of University, which consent may not be unreasonably withheld or delayed. All Sublicense Agreements executed by Company pursuant to this Section 2.2 shall expressly bind the Sublicensee to the terms of this Agreement. Company shall promptly furnish University with a fully executed copy of any Sublicense Agreement.
Sublicenses. 3.1. The Regents grants to Licensee the right to sublicense the rights granted to Licensee hereunder (“Sublicenses”). All Sublicenses will: (i) be issued in writing; (ii) include an express prohibition against issuing further sublicenses under any or all of Regents’ Patent Rights; and (iii) to the extent applicable include all of the rights of The Regents and require the performance of obligations due to The Regents contained in this Agreement. For the purposes of this Agreement, operations of Sublicensees are deemed to be the operations of Licensee, for which Licensee is responsible.
3.2. Licensee must pay to The Regents ****** of all Sublicensing Income. Licensee must pay such Sublicensing Income to The Regents on or before the following dates: · February 28 (for Sublicensing Income received by Licensee on or before the last day of the calendar quarter ending December 31 of the prior year); · May 31 (for Sublicensing Income received by Licensee on or before the last day of the calendar quarter ending March 31); · August 31 (for Sublicensing Income received by Licensee on or before the last day of the calendar quarter ending June 30); and · November 30 (for Sublicensing Income received by Licensee on or before the last day of the calendar quarter ending September 30). ****** - Material has been omitted and filed separately with the Commission.
3.3. On Net Sales of Licensed Products sold or disposed of by a Sublicensee, Licensee must pay to The Regents an earned royalty in accordance with Article 5 (ROYALTIES) as if these were Licensee’s Net Sales. Any royalties received by Licensee in excess of royalties due to The Regents under this Paragraph 3.3 belong to Licensee.
3.4. Licensee must provide to The Regents a copy of each Sublicense within thirty (30) days of execution and is prohibited from entering into any Side Deal with a third party where such Side Deal intentionally dilutes, diverts, conceals or misrepresents the amount of consideration paid to the Licensee in consideration for a Sublicense.
3.5. Licensee will require that each Sublicensee provide Licensee with reports that are sufficiently detailed to establish all amounts due to The Regents under this Agreement. Licensee will provide a copy of all such information submitted to Licensee by Sublicensees relevant to the computation of the payments due to The Regents under this Agreement within thirty (30) days after receipt of such information from such Sublicensee.
3.6. If this Agreement is termina...
Sublicenses. The granting and terms of all sublicenses is entirely at Licensee’s discretion provided that all sublicenses shall be subjected to the terms and conditions of this Agreement and execute a Non-Disclosure Agreement between all the Parties.
