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Common use of Sublicenses Clause in Contracts

Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 4 contracts

Samples: License and Collaboration Agreement (Genocea Biosciences, Inc.), License and Collaboration Agreement (Genocea Biosciences, Inc.), License and Collaboration Agreement (Genocea Biosciences, Inc.)

Sublicenses. Genocea (a) Subject to the terms and conditions contained herein, Licensee may grant a sublicense of its rights hereunder to any of its Affiliates to use the Licensed Marks in connection with the support of the Existing Products in the Territory. Any such sublicence shall have be granted solely so as to enable such Affiliates to continue to support Existing Customers use of those Existing Products on or after the date of this Agreement (each such permitted sublicensee, an “Affiliate Sublicensee”). For purpose of this Agreement, “Affiliate” is defined as any entity that, at the time of determination, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Licensee, whether by contract, possession (directly or indirectly) of power to direct or cause the direction of the management or policies of such entity or the ownership (directly or indirectly) of securities or other interests in such entity). (b) In addition to the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea grant sublicenses pursuant to this Section 3.1.5 1.3, Licensee and each Affiliate Sublicensee shall be subject and subordinate permitted to allow those resellers or distributors of the Existing Products prior to the date of this Agreement (the “Existing Resellers and Distributors”) to continue to use the Licensed Marks solely to support the use of those Existing Products by the Existing Customers to the same extent as those Existing Resellers and Distributors have been performing such obligations under the relevant agreement with Licensee or such Affiliate Sublicensee prior to the date of this Agreement. Each such agreement shall contain restrictions on the use of the Licensed Marks by the Existing Resellers and Distributors which are consistent with the restrictions contained herein. (c) Notwithstanding the grant of any sublicense hereunder, Licensee shall remain liable for any breach or default of the applicable terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause by any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reasonAffiliate Sublicensees, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova or Existing Resellers and Distributors with respect to the Licensed Marks. The Licensee shall notify the Licensor promptly in writing upon becoming aware that the use of the Licensed Marks by any Affiliate Sublicensee or any of the Existing Resellers and on Distributors is in breach of the same terms as of this Agreement. (d) No such Affiliate Sublicensee or Existing Reseller and Distributor shall be permitted to sublicense to any other person or entity the rights originally sublicensed granted to it with respect to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceLicensed Marks.

Appears in 4 contracts

Samples: Transitional Services Agreement, Transitional Services Agreement (Allscripts-Misys Healthcare Solutions, Inc.), Transitional Services Agreement (Misys PLC)

Sublicenses. Genocea Acorda and its Affiliates shall have the right to sublicense grant sublicenses to Third Parties under any or all of their license rights in the rights Licensed Patents granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: Section 2.1, provided that, unless Genocea obtains Isconova: (a) the pricing of all Licensed Products that may be sold by Acorda or its Affiliate to any such sublicensee shall be determined on an “arm’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory length basis” and (ii) those Third Parties who are engaged on a bona fide basis for the distribution purpose of Licensed Products maximizing the revenue; (b) each such sublicense shall include obligations on behalf of Genocea, including but not limited to wholesalers, retailers the sublicensee that are consistent with the obligations made on Acorda and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea its Affiliates and agents and sub-contractors under this Section 3.1.5 shall not be able Agreement (e.g., each such sublicense will include an obligation on the sublicensee to sub-sublicense their sublicensed rights to indemnify Acorda and its Affiliates for any Third Party other than those Third Parties who are engaged for losses resulting from claims brought by a third party arising in connection with any personal injury and property damage caused by the distribution manufacture, testing, design, use, Sale or labeling of any Licensed Products by the Third Party Sublicensee such sublicensee); (including but not limited to wholesalers, retailers and distributors of Licensed Productsc) without Isconova’s prior written consent. Each each such sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate memorialized in a written agreement with the sublicensee, a copy of which agreement shall be delivered to each of the terms and conditions Institutions within sixty (60) days of said sublicense becoming effective; (d) each such sublicense shall terminate automatically on the termination of this Agreement for any reason whatsoever and in such circumstances the Institutions shall contain grant the sublicensee a direct license to the same extent wherein the financial terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable shall be substantially equivalent to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementof the sublicense, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees with all payments due under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed license being payable directly to the Sublicensee by Genocea, and Isconova agrees Institutions; (e) each such sublicense shall provide that it shall confirm Acorda may terminate the foregoing in writing at sublicense if the request and for sublicensee commences legal proceedings to challenge the benefit validity of any of the Sublicensee, as further set forth Licensed Patents; and (f) Acorda and its Affiliates shall use best endeavors to enforce all payment obligations contained in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceeach such sublicense.

Appears in 4 contracts

Samples: License Agreement (Acorda Therapeutics Inc), License Agreement (Acorda Therapeutics Inc), License Agreement (Acorda Therapeutics Inc)

Sublicenses. Genocea COMPANY shall have the right to grant sublicenses under its license grant as described in Section 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. The terms of any sublicense agreement shall not contradict the terms of this AGREEMENT and shall include (at least) the following provisions: prohibiting any use of THE PARTIES’s names, requiring indemnification of THE PARTIES, requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY will not grant or amend any sublicense under PATENT RIGHTS unless it first submits a full and complete draft of any such proposed sublicense or amendment (as the case may be) to THE PARTIES and then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of any sublicense agreement or amendment within thirty (30) days of execution thereof by COMPANY. Upon termination of this Agreement for any reason, existing sublicenses of the PATENT RIGHTS, if not then in breach, shall remain in full force and effect, with the effect that THE PARTIES shall be substituted in place of the COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to SUBLICENSEE for any actual or alleged breach of such sublicense by COMPANY, nor shall THE PARTIES be obligated to accept any provisions in the sublicense that conflicts with the rights granted by Isconova THE PARTIES to Genocea in Sections 3.1.1 through 3.1.3: provided thatthe COMPANY, unless Genocea obtains Isconovanor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of THE PARTIES’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea legal obligations under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this AgreementCOMPANY, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementor by applicable federal, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea state or local statute or regulations or that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceviolate THE PARTIES policies.

Appears in 4 contracts

Samples: Exclusive Patent License Agreement (MetaStat, Inc.), Exclusive Patent License Agreement (MetaStat, Inc.), Exclusive Patent License Agreement (MetaStat, Inc.)

Sublicenses. Genocea shall have A Licensee may not sublicense any of its rights under the right licenses granted to sublicense the rights granted by Isconova it pursuant to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights this Agreement except to (ia) one Affiliates of such Licensee, or (1b) other Persons providing services for the benefit of Licensee in connection with the businesses, products and services of Licensee that are covered by the licenses granted herein (each such other Person, a “Third Party Sublicensee” and, together with the Affiliates described in each country in the Territory and clause (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genoceaa), including but not limited a “Sublicensee”). Each permitted sublicense to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is shall be granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be a written agreement which at all times (i) is subject to, and subordinate to consistent with, the terms and conditions of this Agreement Agreement, and (ii) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP licensed to such Licensee at least as protective of Licensor as the provisions of this Agreement. In addition, without limiting the foregoing, Licensee shall contain have the right to grant distribution and resale rights to distributors, in each case solely to the extent necessary in connection with the distribution and resale of products and services within the scope of the applicable license granted to such Licensee (collectively, “Distributors”), in each case pursuant to a written agreement which at all times (A) is subject to, and consistent with, the terms and conditions consistent with those in of this Agreement, including confidentiality and indemnity (B) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP at least as protective of Licensor as the provisions of this Agreement. Without limiting the foregoing, Licensee shall have the right to grant customer and end-user rights in connection with such customer’s and end-user’s use of products and services in accordance with this Agreement. For clarity, granting a sublicense, or distribution and resale rights, shall not relieve Licensee of any obligations comparable to those set forth herein. Genocea hereunder and Licensee shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance all of its Sublicensees under this Agreement. If this Agreement terminates to comply, and shall be jointly and severally responsible and liable hereunder for any reasonall Sublicensees’ and Distributors’ compliance, any Sublicensee of Genocea that is then not in default shallwith all terms and conditions hereof applicable to Licensee, from including the effective date use restrictions and confidentiality obligations, and all terms and conditions of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencesublicense.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Citrix Systems Inc), Separation and Distribution Agreement (LogMeIn, Inc.), Intellectual Property License Agreement (LogMeIn, Inc.)

Sublicenses. Genocea COMPANY shall have the right to grant sublicenses under its license grant as described in Section 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. The terms of any sublicense agreement shall not contradict the terms of this AGREEMENT and shall include (at least) the following provisions: prohibiting any use of THE PARTIES’s names, requiring indemnification of THE PARTIES, requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY will not grant or amend any sublicense under PATENT RIGHTS unless it first submits a full and complete draft of any such proposed sublicense or amendment (as the case may be) to THE PARTIES and then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of any approved sublicense agreement or amendment within thirty (30) days of execution thereof by COMPANY. Upon termination of this Agreement for any reason, existing sublicenses of the PATENT RIGHTS, if not then in breach, shall remain in full force and effect, with the effect that THE PARTIES shall be substituted in place of the COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to SUBLICENSEE for any actual or alleged breach of such sublicense by COMPANY, nor shall THE PARTIES be obligated to accept any provisions in the sublicense that conflicts with the rights granted by Isconova THE PARTIES to Genocea in Sections 3.1.1 through 3.1.3: provided thatthe COMPANY, unless Genocea obtains Isconovanor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of THE PARTIES’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea legal obligations under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions COMPANY, or by applicable federal, state or local statute or regulations or that violate any or all of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceTHE PARTIES’ policies.

Appears in 4 contracts

Samples: Exclusive Patent License Agreement (MetaStat, Inc.), Exclusive Patent License Agreement (MetaStat, Inc.), Exclusive Patent License Agreement (MetaStat, Inc.)

Sublicenses. Genocea (a) Licensee shall have the right to sublicense enter into sublicensing arrangements for the rights rights, privileges and licenses granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s hereunder upon the prior written consentapproval of each sublicensee by University, Genocea except that sublicensees shall only be able to sublicense such not have rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution sublicense. University’s approval of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 such sublicensee agreements shall not be able unreasonably withheld or delayed. Such sublicense agreements shall include a royalty rate upon sublicensees’ Net Sales in an amount at least equal to subthe rate set forth in Section 4.l(c). In all such sublicense agreements, Licensee shall impose on the sublicensee an obligation to not practice the Patent Rights or Know-How outside of the Field. Upon the termination of this Agreement and upon the request of any sublicensee, any sublicenses granted prior to either party’s receipt of any termination notice under this Agreement shall survive termination, provided that such sublicensee: (a) is not at such time in breach of this Agreement; and (b) agrees in writing to assume all of the Licensee’s applicable obligations under this Agreement through an assumption agreement or amended license Agreement, as appropriate. (b) Licensee agrees that any sublicense their sublicensed rights granted by it shall provide that the obligations to any Third Party other than those Third Parties who are engaged for University of Articles 2, 7, 8, 9, and Sections 10.2, and 13.1 of this Agreement shall be binding upon the distribution of Licensed Products by the Third Party Sublicensee (including but not limited sublicensee as if it were a party to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentthis Agreement. Each sublicense granted by Genocea Licensee pursuant to this Agreement shall include an audit right by University of sublicensee of the same scope as provided in Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova 5.2 with respect to Licensee. (c) Licensee agrees to forward to University a copy of any and on the same terms as the rights originally sublicensed all sublicense agreements promptly upon execution thereof, but in no event later than thirty (30) days after each such sublicense agreement has been executed by both parties thereto; provided however, such sublicense or amendment may be redacted with respect to the Sublicensee by Genocea, sublicensee’s scientific and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencetechnical information.

Appears in 4 contracts

Samples: Exclusive License Agreement (Genprex, Inc.), Exclusive License Agreement (Genprex, Inc.), Exclusive License Agreement (Genprex, Inc.)

Sublicenses. Genocea 3.1. LICENSEE shall have the right to sublicense the rights granted by Isconova grant sublicenses to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s SUBLICENSEES under this Agreement only with XXXXXXX’x prior written consent, Genocea which shall only not be able unreasonably withheld. LICENSEE shall provide MOFFITT with a final, un-redacted copy of such sublicense agreement thirty (30) days prior to the execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such rights sublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (i) one (1) Third Party in each country in the Territory except for payment obligations, for which LICENSEE shall remain financially responsible); and (iid) those Third Parties who are engaged for the distribution of Licensed Products shall prohibit further sublicensing except on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Productsterms consistent with this Article 3. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 LICENSEE shall not be able also include provisions in all sublicenses to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementprovide that, in the form attached hereto event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as Exhibit E. Genocea remains primarily a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its Sublicensees SUBLICENSEE (including without limitation, making all payments due to MOFFITT by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without XXXXXXX’X prior written permission. 3.2. LICENSEE shall pay royalties to MOFFITT on NET SALES of LICENSED TECHNOLOGIES by its SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES. 3.3. XXXXXXXX agrees that it has sole responsibility to promptly: (i) provide MOFFITT with a copy of any amendments to sublicenses granted by LICENSEE under this Agreement and to notify MOFFITT of termination of any sublicense; and (ii) deliver copies of all reports provided to LICENSEE by SUBLICENSEES, to the extent such reports relate to obligations of LICENSEE and SUBLICENSEES under this Agreement. 3.4. If this Agreement terminates for In addition, LICENSEE shall pay to MOFFITT a percentage of any reasonSUBLICENSE INCOME according to the following schedule: Sublicensed in year after EFFECTIVE DATE Sublicense Rate Prior to NDA Filing [***] % Payment of SUBLICENSE INCOME shall be made within thirty (30) days of LICENSEE’S receipt of the SUBLICENSE INCOME. Notwithstanding any provision herein to the contrary, any Sublicensee upon reaching a milestone event described in Section 4.3, LICENSEE shall pay MOFFITT the greater of Genocea that is then not (1) the milestone payment described in default shall, from Section 4.3 or (2) the effective date amount of such termination, automatically become a direct licensee the SUBLICENSE INCOME pertaining to the reaching of Isconova with respect to and on the same terms as milestone event. In the rights originally sublicensed event that the greater of the aforementioned two options is the milestone payment described in Section 4.3, then the amount of the SUBLICENSE INCOME pertaining to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit reaching of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances same milestone event shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencenot be due.

Appears in 3 contracts

Samples: Exclusive License Agreement (CohBar, Inc.), Exclusive License Agreement (CohBar, Inc.), Exclusive License Agreement (CohBar, Inc.)

Sublicenses. Genocea shall Provided that COMPANY maintains an exclusive license to the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY (and its AFFILIATES) will have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 grant, through 3.1.3: multiple tiers, SUBLICENSES; provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense however that such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to submultiple-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 tier SUBLICENSES shall be subject consistent with the provisions herein with respect to SUBLICENSES. COMPANY shall, or shall require its AFFILIATES and subordinate to the SUBLICENSEES to, incorporate terms and conditions of this Agreement and shall contain terms and conditions consistent into its SUBLICENSE agreements sufficient to enable COMPANY to comply with those in this Agreement. COMPANY shall also, including confidentiality or shall require its AFFILIATES and indemnity obligations comparable SUBLICENSEES to, include provisions in all SUBLICENSES to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, provide that in the form attached hereto event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as Exhibit E. Genocea remains primarily responsible for required under a court order or subpoena) then COMPANY may terminate the performance SUBLICENSE, to the extent such termination is enforceable in accordance with applicable laws. COMPANY shall furnish XXXXXXXXX with a fully signed photocopy of any SUBLICENSE agreement between COMPANY or an AFFILIATE, on the one hand, and a SUBLICENSEE, on the other hand, within [***] days of its Sublicensees effective date, which copies may be reasonably redacted except for matters relevant to COMPANY’S obligations or XXXXXXXXX’X rights under this Agreement. If XXXXXXXXX shall treat any such copies of SUBLICENSE agreements as Information in accordance with Article 15 of this Agreement. COMPANY shall provide written notification to XXXXXXXXX within [***] days of the effective date of multiple-tier SUBLICENSE (i.e., a SUBLICENSEE sublicensing PATENT RIGHTS to a third party). COMPANY shall provide information to XXXXXXXXX related to the parties of such agreement, grant of rights, and payments due to COMPANY or an AFFILIATE from such SUBLICENSEE as it relates to SUBLICENSE INCOME. Upon termination of this Agreement terminates for any reason, any Sublicensee of Genocea that is SUBLICENSEE not then not in default shall, from will have the effective date of such termination, automatically become right to seek a direct licensee of Isconova with respect to license from XXXXXXXXX under rights and on the same terms as the rights originally sublicensed substantially identical to the Sublicensee by GenoceaSUBLICENSE rights and terms which COMPANY previously granted to such SUBLICENSEE, and Isconova agrees that where such SUBLICENSEE will pay XXXXXXXXX as if it shall confirm were COMPANY under the foregoing in writing at the request and for the benefit terms of the Sublicensee, as further set forth in the Isconova Commercial Partner this Agreement. Notwithstanding the foregoing, XXXXXXXXX agrees to execute such direct license and any non-identical terms in good faith under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencereasonable terms and conditions.

Appears in 3 contracts

Samples: Exclusive Patent License Agreement (Rubius Therapeutics, Inc.), Exclusive Patent License Agreement (Rubius Therapeutics, Inc.), Exclusive Patent License Agreement (Rubius Therapeutics, Inc.)

Sublicenses. Genocea shall have Company has the right, exercisable from time to time during the term of this Agreement, to Sublicense its rights under this Agreement; Company may grant Sublicensees the right to sublicense grant sublicenses but not the rights granted right to enforce Licensed Patents. Company shall remain responsible for its obligations under this Agreement, and shall ensure that the Sublicense agreement: i) contains terms and conditions requesting Sublicensee to comply with the applicable terms and conditions under this Agreement (including a release substantially similar to that provided by Isconova Company in Section 10.1 “Company’s Release”; a warranty substantially similar to Genocea that provided by Company in Section 11.1 “Authority”; University disclaimers and exclusions of warranties under Subsections 11.2 “Disclaimers”; and limitations of remedies and damages substantially similar to those provided by Company in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory 12.1 “Remedy Limitation” and 12.2 “Damage Cap”); and (ii) those Third Parties who are engaged specifically incorporates provisions of this Agreement regarding obligations pertaining to indemnification, use of names and insurance. Company shall deliver to University a true, correct, and complete copy of any Sublicense agreement or other agreement under which Company purports or intends to grant Sublicense rights at least 20 business days prior to the execution of the agreement, along with a request for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea review within 20 days pursuant to this Section 3.1.5 Subsection 3.1.2 “Sublicenses”. University will review the unexecuted Sublicense and will, within 20 business days of receipt of the proposed Sublicense, either provide express written approval for the Sublicense as presented or decline consent for the transaction. Such approval will not be unreasonably withheld. If approval is granted, Company will provide University copies of the Sublicense agreement within 30 days of its execution. Company shall be subject and subordinate to not enter into such agreement if the terms and conditions of this Agreement and shall contain the agreement are inconsistent in any respect with the material terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If Any Sublicense made in violation of this Agreement terminates for any reason, any Sublicensee Subsection will be void and will constitute an event of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee under Subsection 9.1.1 “Breach by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceCompany”.

Appears in 3 contracts

Samples: Exclusive Patent License Agreement (Solid Biosciences Inc.), Exclusive Patent License Agreement, Exclusive Patent License Agreement (Solid Biosciences, LLC)

Sublicenses. Genocea NewLink and its Affiliates shall have the right to sublicense grant sublicenses to third parties (each, a “Sublicensee”) under the rights granted by Isconova LIMR Technology and Patent Rights (with the right to Genocea in Sections 3.1.1 through 3.1.3: provided thatfurther sublicense) for all purposes including to research, unless Genocea obtains Isconova’s prior written consentdevelop, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in make, have made, use, sell, offer for sale, and import the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 Such sublicenses shall be in writing and expressly subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in not grant rights under the form attached hereto as Exhibit E. Genocea remains primarily responsible for Patent Rights that exceed the performance scope of its Sublicensees the rights expressly granted under this Agreement. If Any such sublicense agreement that is materially inconsistent with this Agreement terminates for any reasonshall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, any Sublicensee of Genocea and that is then not in default shall, from such Sublicensees shall do the effective date of such termination, automatically become a direct licensee of Isconova same with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genoceaany further subsublicenses, and Isconova agrees that it NewLink shall confirm the foregoing in writing at the request and use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the SublicenseePatent Rights or LIMR Technology or the royalties, as further set forth revenue or consideration thereunder or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. If LIMR has requested copies of the Agreement, New Link shall automatically provide copies of any amendments in existence at the Isconova Commercial Partner time of the request and subsequently at the time such amendments are entered into. Upon termination of this Agreement in compliance with the notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effect and be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and the applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under no circumstances shall Isconova have any such agreement which obligation accrued prior to the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencesubsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation, the subsublicensee may sell all Licensed Products in its inventory and complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the sublicensor thereunder and provides one or more accountings of all such sales to LIMR (1) within thirty (30) days of LIMR’s request therefore and (ii) within thirty (30) days after the last such sale, such accountings to be certified as true, complete and correct by such sublicensee’s chief financial officer.

Appears in 3 contracts

Samples: Exclusive License Agreement (Newlink Genetics Corp), Exclusive License Agreement (Newlink Genetics Corp), Exclusive License Agreement (Newlink Genetics Corp)

Sublicenses. Genocea Prior to a Confirmed POC Clinical Trial, Company shall have no right to grant Sublicenses with respect to the rights licensed to Company under Section 2.1 without BMS’s prior written consent; provided that, in each case where BMS provides such prior written consent, such Sublicenses are granted solely in accordance with this Section 2.2. Following a Confirmed POC Clinical Trial, Company shall have the right to sublicense grant Sublicenses with respect to the rights granted by Isconova licensed to Genocea Company under Section 2.1 as follows: (x) to an Affiliate, without the prior written consent of BMS, (y) to a Third Party [***] and (z) to a Third Party not included in Sections 3.1.1 through 3.1.3: (y), subject to BMS’ prior written consent (not to be unreasonably withheld), provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory case (x), (y) and (ii) those Third Parties who z), such Sublicenses are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Productsgranted solely in accordance with this Section 2.2. For the avoidance purposes of doubtthis Section 2.2, [***]. 2.2.1 Company shall have the right to enter into a Sublicense Agreement with a Third Party Sublicensee who is granted a sublicense by Genocea Party, provided that: (a) such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and, shall not limit Company’s ability to fully perform all of its obligations under this Section 3.1.5 Agreement or BMS’ rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to be bound to Company by terms and conditions that allow Company to fully perform the corresponding terms and conditions of this Agreement; (c) within [***] days after the execution of such Sublicense Agreement, Company shall provide a copy of such Sublicense Agreement to BMS, redacted, only as necessary, to remove content unrelated to obligations due to BMS; (d) Company shall remain primarily responsible for all payments due and the making of reports under this Agreement by its Sublicensees and for compliance by its Sublicensees with all applicable terms of this Agreement (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof), and shall use Commercially Reasonable Efforts to monitor such Sublicensees’ compliance with the terms of such License. Company shall remain jointly and severally liable with each of its Sublicensees (whether or not such Sublicensee is an Affiliate of Company) for any failure by such Sublicensee to comply with the terms and conditions of this Agreement; (e) the Sublicensee shall assume and agree in writing to be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products bound by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to comply with the terms and conditions of this Agreement in the same manner as Company, including, without limiting the generality of the foregoing, the Sublicensee shall agree in writing to (i) maintain insurance coverage at no less than the levels set forth in Section 12.4, (ii) keep books and records substantially in accordance with Section 8.7, including permitting audit and inspection rights in accordance with Sections 8.7.3 and 8.7.4, and (iii) the right of termination provided in Section 13.2; Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (f) such Sublicensee shall contain not have the right to grant further Sublicenses with respect to the Development or Commercialization of Licensed Products, except in accordance with and subject to all of the terms and conditions consistent of this Section 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Company in a Sublicense Agreement (to the extent such Sublicense rights are granted to Company in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Company with those respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Company under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and within [***] days of such termination the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights Sublicensed hereunder, substituting such Sublicensee (a “Surviving Sublicensee”) for Company, and provided further that (A) such license agreement shall not prejudice any remedy either Party may have against the other in connection with such termination of this Agreement (in whole or in part); (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be equal to the scope of the rights that had been sublicensed by Company to the Surviving Sublicensee pursuant to the Sublicense Agreement; (C) Company shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, including confidentiality to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and indemnity obligations comparable its sublicensees from and after the effective date of such termination; (D) such license agreement shall obligate the Surviving Sublicensee to pay directly to BMS amounts corresponding to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementin Article 8 which are payable based on the activities of such Surviving Sublicensee, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, Affiliates and its sublicensees from and after the effective date of such termination, automatically become a direct licensee as well as any additional financial consideration it had committed to pay Company or any of Isconova Company’s Affiliates as milestone and royalty obligations and other collaboration fees; (E) the Sublicensee cures any payment default of the Company to BMS as of the effective date of termination; and (F) such license agreement shall not modify the rights and obligations of the Parties following any termination of this Agreement in whole or in part; and (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement. 2.2.2 For clarity, where provisions of this Agreement provide that Company shall be “solely” responsible or the like with respect to a matter (for example, Sections 5.4, 5.5, or 7.1), it is understood that such responsibilities may be carried out or borne on Company’s behalf by an Affiliate of Company or by a permitted Sublicensee or contractor of Company. 2.2.3 It shall be a material breach of this Agreement for Company to enter into any Sublicense hereunder not in compliance with this Section 2.2. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence(ii) would be competitively harmful if publicly disclosed.

Appears in 3 contracts

Samples: License Agreement (Immunome Inc.), License Agreement (Ayala Pharmaceuticals, Inc.), License Agreement (Ayala Pharmaceuticals, Inc.)

Sublicenses. Genocea shall have (a) Licensee may grant written Sublicenses, without the right to further sublicense the (other than to contract manufacturers, contract research organizations, distributors and other third parties in connection with a Sublicensee’s development and commercialization of Products), on terms consistent with and not in conflict with this Agreement, and in no event less protective of University’s rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: than those set forth herein, and further provided thatthat all such contract research organizations, unless Genocea obtains Isconova’s prior written consent, Genocea distributors and other third parties shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged considered Sublicensees for the distribution purposes of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers Sections 3.2 and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions 3.3 of this Agreement and Schedule 2 thereto. All Sublicenses shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable be subject to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance termination of its Sublicensees under this Agreement. If Licensee will provide a copy of any sublicense agreement, and any and all amendments thereto, to University within thirty (30) days of execution, and in no event any later than five business days following University’s request for any sublicense. Licensee shall be fully responsible to University for any breach of the terms of this Agreement terminates by a Sublicensee. Licensee shall ensure that all Sublicenses expressly state that the University is a third party beneficiary thereof. (b) Licensee further agrees to provide University with a copy of each report received by Licensee from a Sublicensee pertinent to any royalties or other sums owing to Licensee. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any reason, any Sublicense without including the value in accordance with an arms-length sale as Net Sales or as Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the SublicenseeRevenues, as further appropriate. If University is paid based on Sublicensee direct sales, Licensee shall cause Sublicensee to directly complete and submit all reports to be provided as set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing3.7(b) below. (c) If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, under no circumstances shall Isconova have obligations to Licensee shall, at University’s request, negotiate in good faith a Sublicense with any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencesuch Sublicensee.

Appears in 3 contracts

Samples: Stock Transfer Agreement (RespireRx Pharmaceuticals Inc.), Sublicense Agreement (RespireRx Pharmaceuticals Inc.), Exclusive License Agreement (Cortex Pharmaceuticals Inc/De/)

Sublicenses. Genocea shall 12.1 LICENSEE may grant sublicenses under the Exclusive Technology to make, have made, import, have imported, use, lease, sell and offer for sale, have sold and otherwise commercialize and exploit Licensed Products, and to practice any method, process or procedure within the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country Exclusive Technology in the Territory Licensed Territory. The terms and (ii) those Third Parties who are engaged for the distribution conditions of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a each sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to consistent with the terms and conditions of this Agreement and shall contain terms contain, among other things (by way of example but not limitation), provisions substantially similar to and conditions consistent with: the "Net Sales" definition; Section 6; Section 7.1 (so that no representations or warranties inconsistent with those that Section shall be extended to or by any sublicensee); Section 10; and Section 18. 12.2 Any sublicense granted by LICENSEE under this Agreement shall remain in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, effect in the form attached hereto as Exhibit E. Genocea remains primarily event of any termination of this Agreement and shall provide for the assignment of such sublicense to TUFTS or its designee in the event that this Agreement is terminated; provided, that the financial obligations of each sublicensee to TUFTS shall be limited to the amounts such sublicensee would be obligated to pay to LICENSEE had this Agreement not been terminated. 12.3 Each sublicense shall provide that the obligations to TUFTS of Sections 6, 7.1, 8.1, 10.1, 11.3, 11.4, 13.4, and 18 shall be binding on the sublicensee and enforceable by both TUFTS and LICENSEE. 12.4 LICENSEE shall furnish to TUFTS a true and complete copy of each sublicense agreement and each amendment thereto, promptly after the sublicense or amendment has been agreed upon. TUFTS agrees that it will keep each agreement confidential. 12.5 No sublicense shall relieve LICENSEE of any of its obligations hereunder, and LICENSEE shall be responsible for the performance acts or omissions of its Sublicensees Affliliates and sublicensees and for compliance by them with their obligations, and LICENSEE shall take all steps necessary to enforce that compliance to the extent required to allow LICENSEE to fully comply with all of its obligations under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 3 contracts

Samples: License Agreement (Illumina Inc), License Agreement (Illumina Inc), License Agreement (Illumina Inc)

Sublicenses. Genocea NewLink and its Affiliates shall have the right to sublicense grant sublicenses to third parties (each, a “Sublicensee”) under the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such LIMR Technology and Patent Rights (with the further rights to (isublicense) one (1) Third Party in each country in for all purposes including to research, develop, make, have made, use and sell the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 Such sublicenses shall be in writing and expressly subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in not grant rights under the form attached hereto as Exhibit E. Genocea remains primarily responsible for Patent Rights that exceed the performance scope of its Sublicensees the rights expressly granted under this Agreement. If Any such sublicense agreement that is materially inconsistent with this Agreement terminates for any reasonshall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, any Sublicensee of Genocea and that is then not in default shall, from such Sublicensees shall do the effective date of such termination, automatically become a direct licensee of Isconova same with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genoceaany further subsublicenses, and Isconova agrees that it NewLink shall confirm the foregoing in writing at the request and use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the SublicenseePatent Rights or LIMR Technology or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, as further set forth those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. Upon termination of this Agreement in compliance with the Isconova Commercial Partner notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effectand be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and he applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under no circumstances shall Isconova have any such agreement which obligation accrued prior to the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencesubsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation], the subsublicensee may sell all Licensed Products in its inventory and [complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the sublicensor thereunder and provides one or more accountings of all such sales to LIMR (i) within thirty (30) days of LIMR’s request therefore and (ii) within thirty days after the last such sale, such accountings to be certified as true, complete and correct by such sublicensee’s chief financial officer.

Appears in 3 contracts

Samples: Exclusive License Agreement (Newlink Genetics Corp), Exclusive License Agreement (Newlink Genetics Corp), Exclusive License Agreement (Newlink Genetics Corp)

Sublicenses. Genocea shall have the right The License granted to sublicense the rights granted by Isconova RedHill under this Agreement is Sublicensable (and further Sublicensable) in whole or in part, to Genocea third parties in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Productsarms length transactions. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense RedHill shall, subject to the license grant provided herein, be entitled to conduct or to perform any activity in respect of the Product by Genocea under this Section 3.1.5 means of any third party sub-contractor, and such conduct shall not be able considered to sub-sublicense their sublicensed rights be a grant of a Sublicense hereunder. RedHill shall give IntelGenx written notice of any intended Sublicense, including the name of the Sublicensee and the material terms thereof. IntelGenx shall have 30 days (or such shorter period as is reasonably specified by RedHill to address the exigencies of an agreement or negotiation with a Sublicensee) to deliver a notice that it does not approve the proposed Sublicense. In the event IntelGenx notifies RedHill that it does not approve the proposed Licensee the matter shall be presented to the Steering Committee for resolution and the provisions of Section 5.7 shall be applicable. If IntelGenx does not deliver a notice of disapproval within such 30 day period, then RedHill shall have the right to execute the Sublicense with the Sublicensee. IntelGenx agrees that it cannot unreasonably withhold, delay or condition approval to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products proposed Sublicense hereunder. Any sublicense by the Third Parties of the rights granted to such Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to under this Section 3.1.5 Agreement shall be subject and subordinate to consistent with the terms and conditions of this Agreement, shall contain provisions necessary to effectuate the terms of this Agreement and shall contain terms and conditions consistent include an obligation for the Sublicensee to comply with obligations similar to those in of this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner AgreementHowever, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for event that IntelGenx and RedHill enter into a [****] Agreement, RedHill will not have the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect right to grant sublicenses and on the same terms as the rights originally sublicensed to the Sublicensee all sublicenses granted by Genocea, and Isconova agrees that it RedHill shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceterminate.

Appears in 3 contracts

Samples: Co Development and Commercialization Agreement (RedHill Biopharma Ltd.), Co Development and Commercialization Agreement (RedHill Biopharma Ltd.), Co Development and Commercialization Agreement (IntelGenx Technologies Corp.)

Sublicenses. Genocea Dermira and its Affiliates shall have the right to sublicense grant sublicenses (through multiple tiers) to third parties (each such third party, a “Sublicensee”) of the rights licensed under Sections 2.1 and 2.2. Sublicenses of the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall Dermira and its Affiliates under Section 2.2 may only be able granted to sublicense such rights a third party to (i) one (1) Third Party in each country which Dermira, an Affiliate of Dermira or a Sublicensee grants the right to research, develop or commercialize products in the Territory Field using Xxxxxxx Data. However, notwithstanding the grant of sublicenses by Dermira and/or its Affiliates hereunder, Dermira shall remain obligated to pay all milestone payments under Section 4.1 that become due as a result of activities by Affiliates of Dermira or Sublicensees, and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited all royalties due to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able Licensor with respect to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution Net Sales of Licensed Products by the Third Party Sublicensee (including but Affiliates of Dermira and Sublicensees. Any sublicense agreement, whether by Dermira or an Affiliate of Dermira or a Sublicensee, shall not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to inconsistent with the terms and conditions of this Agreement nor exceed the scope of the license granted to Dermira under this Agreement and shall contain terms include (i) an obligation of the Sublicensee to indemnify Licensor and its Affiliates as provided in Section 11.1 and Xxxxxxx and its Affiliates as provided in the Xxxxxxx Side Letter, subject to conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable procedures substantially equivalent to those set forth hereincontained in Section 11.2 and the Xxxxxxx Side Letter, (ii) confidentiality obligations of the Sublicensee no less protective of the Xxxxxxx Data than those contained in Article 9, and (iii) an express statement that Xxxxxxx and its Affiliates are intended third party beneficiaries of such sublicense agreement. Genocea Dermira shall cause any promptly thereafter provide Licensor a true and correct copy of each such sublicense, provided that Dermira or the Sublicensee may redact confidential provisions of the sublicense agreement that are not reasonably required for Licensor to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If confirm compliance with this Agreement terminates for any reason, any Sublicensee (but not the identity of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova Sublicensee). Licensor agrees that it the obligations in (i) and (iii) above and the obligation to provide copies of sublicenses shall confirm the foregoing in writing at the request not apply to sublicense agreements entered into by Dermira or its Affiliates or a Sublicensee with contract research organizations, contract manufacturing organizations and similar third parties performing services for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations Dermira or its Affiliates or a Sublicensee which sublicense does not include any right to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencecommercialize Licensed Product.

Appears in 3 contracts

Samples: Exclusive License Agreement (Dermira, Inc.), Exclusive License Agreement (Dermira, Inc.), Exclusive License Agreement (Dermira, Inc.)

Sublicenses. Genocea shall have Licensee may grant and authorize sublicenses within the right scope of the license granted to sublicense the rights granted by Isconova Licensee pursuant to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentAgreement. Each sublicense granted by Genocea pursuant to this Section 3.1.5 Licensee shall be subject and subordinate to the consistent with all terms and conditions of this Agreement and Agreement. No such agreement shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable any provision which would cause it to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in extend beyond the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance term of its Sublicensees under this Agreement. If Prior to the execution of any sublicense, Licensee shall provide lnserm Transfert notification of the identity and address of the proposed Sublicensee for prior written approval by lnserm Transfert, which shall be withheld only for ethical reasons or if said sub-licenses undermine the image of Inserm or Inserm Transfert. Promptly following the execution of any sublicense, Licensee shall give Inserm Transfert a signed copy of the agreement and any amendments thereto. In any event, the sublicense agreement entered into by Licensee and any Sublicensee, shall in particular contain the following provisions: • a prohibition on further sub-licensing without the prior written consent of Licensee and Inserm Transfert, which shall not be unreasonably withheld; • reporting obligations of the Sublicensee to Licensee and audit rights for Inserm Transfert that are substantially as restrictive for the Sublicensee as the terms of this Agreement terminates for any reason, any Sublicensee Licensee; • indemnification and insurance obligations of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the SublicenseeIndemnitees (as defined hereinafter) at least as favorable for the Indemnitees as those set out in Articles 7.1 and 7.2; • obligations of confidentiality that are at least as restrictive as those set out in Article 9 hereof; and • a provision stating that upon any termination of this Agreement any sublicenses granted in accordance with the terms hereof that are in effect as of the date of any such termination may, as further set forth subject to the prior written consent of Inserm Transfert which shall not unreasonably be withheld, 1) remain in effect and be assigned to Inserm Transfert unless the Sublicensee is in breach and has not cured the breach after notice and provided that (i) Licensor will not be bound by any duties or obligations contained in the Isconova Commercial Partner Agreementsublicense agreement(s) that extend beyond the duties and obligations assumed by Licensor in this Agreement and (ii) the terms of the sublicensing agreement between Licensee and its Sublicensee are not less favorable than terms of the licensing agreement between Licensor and Licensee and/or 2) be subject to the execution of a licensing agreement between Licensor and said sublicenses. Notwithstanding In addition, Licensee shall use commercially reasonable efforts to procure that each Sublicensee complies fully at all times with the foregoing, under no circumstances provisions of its agreement. Licensee shall Isconova have obligations remain entirely responsible to Inserm Transfert and Inserm for any actions or omissions by the Sublicensee that are greater than those owed would cause Licensee to Genocea hereunder as a result be in breach of the preceding sentenceits obligations under this Agreement.

Appears in 3 contracts

Samples: License Agreement (Gensight Biologics S.A.), License Agreement (Gensight Biologics), License Agreement (Gensight Biologics)

Sublicenses. Genocea shall have (a) The rights granted under Section 2.1 may be sublicensed by Licensee (or any Permitted Sublicensee) to any Permitted Sublicensee. In the right event that Licensee (or any Permitted Sublicensee) desires to sublicense the any rights granted by Isconova under Section 2.1 to Genocea in Sections 3.1.1 through 3.1.3: provided thatany Third Party, unless Genocea obtains Isconova’s prior written consentLicensee shall furnish to Licensor for its approval, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which shall not be able to sub-unreasonably withheld or delayed, a prior draft of the proposed sublicense their sublicensed rights to any Third Party agreement, which shall be on substantially the same terms (other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed ProductsSection 3.3) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of as this Agreement and (y) provide Licensor with an executed copy of any such approved sublicense agreement. In the event that Licensee (or any Permitted Sublicensee) desires to amend any sublicense agreement theretofore approved by Licensor, such amendment shall contain similarly require Licensor's prior approval, which similarly shall not be unreasonably withheld or delayed. (b) Each sublicense agreement concluded by Licensee hereunder shall include a requirement that the Permitted Sublicensee maintain records and permit inspection on terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable similar to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance Section 10.4 of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to At Licensor's request and on the same terms as the rights originally sublicensed subject to the Sublicensee terms of the applicable sublicense agreement, Licensee shall arrange for an independent public accountant selected by Genocea, and Isconova agrees that it shall confirm Licensor to inspect the foregoing in writing at the request and records of its Permitted Sublicensee(s) for the benefit purpose of verifying payments due to Licensor and shall cause such accountant to report the Sublicensee, as further results thereof to Licensor. (c) Each sublicense agreement concluded by Licensee hereunder will include indemnification provisions similar to those set forth in Section 8.3 hereof naming Licensee and Licensor (and their respective officers, directors, employees and agents) as indemnified parties. (d) All sublicenses granted hereunder shall terminate upon termination of this Agreement; provided that upon expiration of the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations Term pursuant to Section 5.1 hereof (prior to any Sublicensee that are greater than those owed termination hereunder), Licensee (or the applicable Permitted Sublicensee) shall have a fully paid-up, royalty-free, non-cancelable license, subject (in the case of Licensee's Permitted Sublicensees) to Genocea hereunder as a result the terms of the preceding sentenceapplicable sublicense and the payment by Licensee of amounts accrued prior to such expiration.

Appears in 3 contracts

Samples: Overview Agreement (Peptide Therapeutics Group PLC), Overview Agreement (Peptide Therapeutics Group PLC), Overview Agreement (Peptide Therapeutics Group PLC)

Sublicenses. Genocea 3.2.1. OSI shall have the right to sublicense grant sublicenses under the rights granted by Isconova LICENSES to Genocea in Sections 3.1.1 through 3.1.3: any SUBLICENSEE or any AFFILIATE, provided that, unless Genocea obtains Isconova’s prior written consentunder each sublicense, Genocea shall only be able to sublicense each such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 SUBLICENSEE or AFFILIATE shall be subject to terms and subordinate to conditions that are consistent with the terms and conditions of this Agreement AGREEMENT as applicable; provided, however, that (a) each sublicense shall, at NEKTAR AL’s option, terminate upon the termination or expiration of this AGREEMENT, provided further, however, that at OSI’s request during the term of this AGREEMENT, NEKTAR AL shall use commercially reasonable efforts to negotiate with a SUBLICENSEE a commercially reasonable stand-by license agreement pursuant to which upon termination of this AGREEMENT for a material breach by OSI, such SUBLICENSEE would receive the same or similar license as OSI had pursuant to Section 3.1 on the condition that such SUBLICENSEE cures such material breach by OSI and takes on OSI’s obligations as they existed under this AGREEMENT, (b) OSI’s grant of any sublicense shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause not relieve OSI from any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees obligations under this Agreement. If this Agreement terminates AGREEMENT, (c) OSI shall remain jointly and severally liable for any reasonbreach of this AGREEMENT caused by a SUBLICENSEE, and (d) promptly after entering into any Sublicensee of Genocea that is then not in default shallsublicense agreement with a SUBLICENSEE, from the effective date OSI shall promptly provide NEKTAR AL with a true, complete and correct unredacted copy of such termination, automatically become a direct licensee of Isconova sublicense agreement and any agreements into which OSI or its AFFILIATES enters into with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing such SUBLICENSEE or its AFFILIATES in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreementconnection with such sublicense agreement. 3.2.2. Notwithstanding the foregoingprovisions of Section 3.2.1, under no circumstances shall Isconova have obligations OSI may not sublicense any LICENSED TECHNOLOGY to any Sublicensee a PERSON that are greater than those owed has a significant or material business (as determined from the perspective of a reasonable competitor in such business) in either or both: (a) manufacturing or supplying PEG or PEG derivatives; and (b) attaching PEG or PEG derivatives to Genocea hereunder as a result pharmaceutical or biotechnology products, including licensing intellectual property or technology pertaining to attachment of the preceding sentencePEG or PEG derivatives to pharmaceutical or biotechnology products.

Appears in 2 contracts

Samples: License, Manufacturing and Supply Agreement (Ophthotech Corp.), License, Manufacturing and Supply Agreement (Ophthotech Corp.)

Sublicenses. Genocea (a) COMPANY shall have the right to sublicense the grant sublicenses of its rights granted by Isconova under Section 2.1 through multiple tiers subject to Genocea in Sections 3.1.1 through 3.1.3: this Section 2.3(a), and provided that, unless Genocea obtains Isconova’s prior written consentnotwithstanding the foregoing, Genocea if COMPANY becomes a non-exclusive licensee under any PATENT RIGHT in any country pursuant to Section 6.1, or an amendment to this Agreement, then COMPANY shall only no longer have the right to grant sublicenses under such PATENT RIGHT in such country. In any sublicense agreement with a SUBLICENSEE, COMPANY may grant to such SUBLICENSEE the right to grant further sublicenses of the PATENT RIGHTS sublicensed by COMPANY to SUBLICENSEE (“SUBLICENSEE SUBLICENSED RIGHTS”) on the following terms and conditions: (i) Each person or entity that has been granted a sublicense of the SUBLICENSEE SUBLICENSED RIGHTS, a “SUBLICENSEE SUBLICENSED PARTY,” shall be able to considered a “SUBLICENSEE” for the purposes of this Agreement. (ii) Any consideration that COMPANY or an AFFILIATE receives from a SUBLICENSEE in consideration of the sublicense of the licenses and rights granted COMPANY and AFFILIATES under Section 2.1, including without limitation in connection with the sublicense of such rights to (i) one (1) Third Party in each country a SUBLICENSEE SUBLICENSED PARTY, shall be considered SUBLICENSE INCOME hereunder to the extent described in the Territory definition of such term. (iii) Any agreement pursuant to which a SUBLICENSEE grants a sublicense of the SUBLICENSEE SUBLICENSED RIGHTS (a “SUBLICENSEE SUBLICENSE AGREEMENT”) shall satisfy the requirements of this Section 2.3(a); notwithstanding and without limiting the foregoing, any SUBLICENSEE SUBLICENSE AGREEMENT shall include terms that are sufficient to enable COMPANY to comply with this Agreement. (iv) COMPANY shall, and ensures that SUBLICENSEE shall (I) furnish M.I.T. with a fully signed copy of any SUBLICENSEE SUBLICENSE AGREEMENT promptly after it is executed, which agreement may be redacted solely to preserve any confidential information of the parties thereto, and to the extent that it does not impair M.I.T.’s ability to ensure compliance with this Agreement, and (iiII) those Third Parties who are engaged deliver to M.I.T. reports containing the information described in Article 5 with respect to any SUBLICENSEE SUBLICENSED PARTY. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. If COMPANY is no longer the exclusive licensee of any PATENT RIGHT(S) in the FIELD or in any subset of the FIELD (e.g., if M.I.T. grants a license to a third party under the PATENT RIGHTS pursuant to Section 3.1(g)), then any exclusivity granted by COMPANY under its sublicense agreements with respect to such PATENT RIGHT(S) in the FIELD or in any such subset of the FIELD, as applicable, shall expire and such sublicenses to such PATENT RIGHTS shall become non-exclusive. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY shall not structure sublicensing arrangements for the distribution PATENT RIGHTS, either alone or in connection with other assets (e.g., technology and/or intellectual property rights) owned or controlled by COMPANY and/or an AFFILIATE in a single transaction or series of Licensed Products related transactions, in order to minimize or avoid payments to MIT for SUBLICENSE INCOME sharing under this Agreement. In the event that non-monetary consideration is received for any sublicense of the PATENT RIGHTS, SUBLICENSE INCOME shall be calculated based on behalf the fair market value of Genoceasuch non-monetary consideration, including but all elements of such consideration. The fair market value of any non-monetary consideration received by COMPANY in consideration of any sublicense hereunder shall be determined in good faith by the Board of Directors of COMPANY and COMPANY shall provide M.I.T. with a summary of the analysis used to determine such fair market value; provided, however, if M.I.T. reasonably and in good faith disputes such fair market value as determined by the Board of Directors of COMPANY, the parties shall promptly meet to discuss in good faith M.I.T.’s concerns, and if the parties cannot limited come to wholesalersa resolution, retailers shall submit the matter to a mutually agreeable independent valuation firm for a binding determination of valuation. The parties shall share equally the reasonable costs and distributors fees of Licensed Productssuch firm in connection with such determination. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense (1) customary grant-back licenses and/or assignments of intellectual property with respect to improvements to the technology covered by Genocea under this Section 3.1.5 the PATENT RIGHTS or the right to market and sell LICENSED PRODUCTS and/or LICENSED PROCESSES (e.g., co-promotion rights) and (2) diligence or other customary obligations from any SUBLICENSEE to COMPANY shall not be able considered non-monetary consideration for a sublicense of the PATENT RIGHTS if such rights or obligations are granted or owed by a SUBLICENSEE to sub-COMPANY in connection with reasonable, bona fide monetary consideration or securities in consideration of the grant of the sublicense their sublicensed rights agreement. COMPANY shall promptly furnish M.I.T. with a copy of each sublicense agreement and any subsequent amendments thereof, which agreement may be redacted solely to preserve any Third Party other than those Third Parties who are engaged for confidential information of the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalersparties thereto, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent extent that it does not impair M.I.T.’s ability to ensure compliance with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 2 contracts

Samples: Exclusive Patent License Agreement (Sigilon Therapeutics, Inc.), Exclusive Patent License Agreement (Sigilon Therapeutics, Inc.)

Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1Any sublicense agreement(s) Third Party in each country in the Territory and (ii) those Third Parties who are engaged entered into under Section 2.4 of this Agreement for the distribution purpose of Licensed Products on behalf the development and commercialization of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubtany drug or products (each, a Third Party “Sublicense”) in effect as of the effective date of termination of this Agreement shall terminate (the “Termination Date”), and such Sublicensee who is granted shall, at its option by providing written notice of its election to do so within forty-five (45) days following the Termination Date, be a sublicense by Genocea direct licensee under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain as if a signatory hereto, provided that: (i) the payment terms and conditions consistent with of the direct license will be those in of this Agreement, including confidentiality ; (ii) the Sublicensee is in good standing with respect to the Sublicense and indemnity obligations comparable was not itself the cause of the termination of this Agreement; (iii) the rights granted to those the Sublicensee shall be subject to the field restrictions and other limitations under the Sublicense as if fully set forth herein. Genocea ; (iv) Enumeral and Sublicensee shall cause negotiate in good faith regarding the choice of law jurisdiction for such direct license; (v) any diligence requirements on the part of such Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance development of its Sublicensees any product under the Sublicense Agreement shall continue in addition to any diligence requirements under this Agreement. If ; (vi) such Sublicensee has expressly agreed to abide by this provision and assume the obligations under this Agreement; and (vii) such direct license between Enumeral and the Sublicensee shall not place any additional obligations or restrictions (including but not limited to representations, warranties, or liabilities) on Enumeral that are not included in this Agreement terminates for or that are beyond Enumeral’s obligations under this Agreement without the prior written consent of Enumeral. By accepting such direct license, such Sublicensee releases Enumeral from any reasonclaim or liability whether actual or contingent under any agreement with Pieris. (ii) In the event that a Sublicense of any license granted to Pieris under this Agreement is terminated or rejected by or on behalf of Pieris under the applicable provisions of any bankruptcy laws and Sublicensee is unable to make an election thereunder to continue the Sublicense, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become Enumeral hereby grants a direct licensee license to Sublicensee under the terms of Isconova with respect Section 9.5(b)(i) above, without any further action of Pieris, provided that such action is not blocked or objected to in bankruptcy court, and on further provided that this Agreement is concurrently terminated in such bankruptcy action (or, if the same terms as the rights originally sublicensed Agreement is not so terminated, Pieris hereby waives any restrictions to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth contrary in the Isconova Commercial Partner Agreement. Notwithstanding Agreement in order to permit such direct license). (iii) The Parties further acknowledge and agree that any such Sublicensee shall be a third party beneficiary of this Agreement to the foregoing, extent required to enforce its rights under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencethis Section 9.5(b).

Appears in 2 contracts

Samples: Definitive License and Transfer Agreement (Pieris Pharmaceuticals, Inc.), Definitive License and Transfer Agreement (Enumeral Biomedical Holdings, Inc.)

Sublicenses. Genocea Subject to the restrictions set forth on Schedule 3.2, LICENSEE shall have the right to sublicense grant sublicenses through multiple tiers to one or more of its Affiliates and to one or more Sublicensees of any and all rights granted to LICENSEE under this Agreement by AGTC, provided that in no event may LICENSEE grant a sublicense, and LICENSEE shall use reasonable efforts to ensure that none of its Affiliates or their respective Sublicensees grant a sublicense, of any of the rights granted by Isconova licensed under Section 3.1(b) with respect to Genocea in Sections 3.1.1 through 3.1.3: provided a Product to any Person that, unless Genocea obtains Isconovaas of the date of the sublicense grant, has publicly disclosed, or otherwise disclosed to LICENSEE, that it is (i) Developing or Commercializing a product in a program that constitutes a Competing Program as of the date of the sublicense grant if at such time LICENSEE is Developing such Product or (ii) Commercializing a product in a program that constitutes a Competing Program as of the date of the sublicense grant if at such time LICENSEE is Commercializing such Product, in each case of (i) or (ii) without AGTC’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party which AGTC may give in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentits sole discretion. Each such sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to to, and consistent with, the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause The engagement of any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance compliance with this Section 3.2 shall not relieve LICENSEE of its Sublicensees obligations under this Agreement. If LICENSEE shall remain responsible for actions or omissions of its Sublicensees and LICENSEE’s breaches under this Agreement terminates for that are caused by its Sublicensee’s breach of any reason, any Sublicensee sublicense agreement (or delay caused by such breach). LICENSEE shall provide a redacted copy of Genocea that is then not in default shall, from the effective date each sublicense to AGTC promptly following execution of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencesublicense.

Appears in 2 contracts

Samples: Manufacturing License and Technology Transfer Agreement (Applied Genetic Technologies Corp), Manufacturing License and Technology Transfer Agreement (Applied Genetic Technologies Corp)

Sublicenses. Genocea S&N may grant to any Affiliate of S&N a sublicense of the license granted to S&N under Section 2.1.1 without the prior consent of Nucryst, provided that there is and continues to be throughout the term of the sublicense an enforceable sublicense agreement between S&N and any such Affiliate wherein such Affiliate agrees to be bound by the provisions of this Agreement relating to the use and safeguarding of the licensed technology including the confidentiality provisions in Article 7. S&N shall have be responsible for diligently enforcing the right to provisions of such sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory agreement and (ii) those Third Parties who are engaged for the distribution acts and omissions of Licensed Products on behalf each such Affiliate and such acts and omissions shall be regarded for the purposes of Genocea, including but not limited this Agreement as the acts and omissions of S&N. No such S&N Affiliate shall grant any further license of such licensed technology to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed any other Person nor assign its rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited Person, except in either case, to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to another S&N Affiliate on the terms and conditions specified in this Section 2.2. Any distributors retained by S&N to distribute Products, to the extent they require a sublicense of any marketing or Sales rights granted to S&N under Section 2.1.1 of this Agreement, shall, for the purposes of this Section 2.2., be regarded as Affiliates of S&N and the provisions hereof shall apply accordingly. Further, S&N may not grant sublicenses of the license granted to S&N under Section 2.1.1 to any other Person without the prior written consent of Nucryst (such consent not to be unreasonably withheld), and provided that there is and continues to be throughout the term of the sublicense an enforceable sublicense agreement between S&N and such Person wherein such Person agrees to be bound by the provisions of this Agreement relating to the use and safeguarding of the licensed technology including the confidentiality provisions in Article 7. No such Person shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable grant any further license of such licensed technology to those set forth hereinany other Person nor assign its rights to any other Person. Genocea S&N shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily be responsible for diligently enforcing the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date provisions of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request sublicense agreement and for the benefit acts and omissions of its permitted sublicensees and such acts and omissions shall be regarded for the Sublicensee, purposes of this Agreement as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result acts and omissions of the preceding sentence.S&N.

Appears in 2 contracts

Samples: License and Development Agreement (NUCRYST Pharmaceuticals Corp.), License and Development Agreement (NUCRYST Pharmaceuticals Corp.)

Sublicenses. Genocea 2.2.1 In no event shall have any sublicense granted pursuant to Section 2.1 diminish, reduce or eliminate any of the right to sublicense obligations of the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third sublicensing Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentAgreement. Each Any sublicense granted by Genocea pursuant to this Section 3.1.5 2.1 shall be subject and subordinate to to, and consistent with, the terms and conditions of this Agreement and shall contain require each such sublicensee to comply with all applicable terms and conditions consistent with those in of this Agreement, including confidentiality the prohibition of further sublicensing by the sublicensee except where such sublicense is in compliance with the provisions of this Agreement. 2.2.2 [**]. The sublicensing Party shall provide the other Party with a fully-executed copy of any agreement (which the sublicensing Party may redact as necessary to protect confidential or commercially sensitive information) reflecting any such sublicense promptly after the execution thereof. If a Party grants a sublicense, the terms and indemnity obligations comparable conditions of this Agreement and the Third Party Agreements that are applicable to those set forth hereinsublicensees shall apply to such sublicensee to the same extent as they apply to such Party. Genocea Further, the sublicensing Party assumes full responsibility, and shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementremain primarily liable, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for causing the performance of its Sublicensees all obligations of each Affiliate and sublicensee of such sublicensing Party to which it grants a sublicense, and will itself pay and account to the other Party for all payments due under this Agreement. If Agreement by reason of operation of any such sublicense. 2.2.3 [**]. 2.2.4 Any sublicensed rights granted by Verve pursuant to Section 2.2.2 with respect to a Terminated Product shall terminate effective upon the termination of this Agreement terminates for any reasonwith respect to such Terminated Product, any Sublicensee provided that, subject to and to the extent permitted under the Third Party Agreements, the terms of Genocea that is then such sublicensed rights shall not in default shallterminate if, from as of the effective date of such termination, automatically become the relevant sublicensee for such sublicense is not in material breach of its obligations to Verve under its sublicense agreement, and within [**] of such termination, such sublicensee agrees in writing to be bound directly to Beam under a direct licensee of Isconova license agreement substantially similar to this Agreement with respect to and on the same terms as the rights originally sublicensed and granted hereunder, substituting such sublicensee (a “Surviving Sublicensee”) for Verve, and provided further that (a) the scope of the rights granted to the Surviving Sublicensee by Genoceaunder such license agreement (with respect to such Terminated Product) shall be equal to (or, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit upon mutual agreement of the SublicenseeParties, as further less than) the scope of the rights that had been sublicensed and granted by Verve to the Surviving Sublicensee pursuant to such sublicense agreement; (b) such license agreement shall obligate the Surviving Sublicensee to pay directly to Beam amounts corresponding to those set forth in Article 10 which are payable based on the Isconova Commercial Partner activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (c) Beam will not be required to undertake obligations in addition to those required by this Agreement. Notwithstanding ; (d) that Beam’s rights under such direct license will be consistent with its rights under this Agreement, taking into account the scope of the license granted under such direct license; and (e) such license agreement shall not modify the rights and obligations of the Parties following any termination of this Agreement in whole or in part. 2.2.5 The Parties acknowledge and agree that: (a) [**] is an intended third party beneficiary of the rights granted to Verve by Beam pursuant to Section 2.1.1 and 2.1.4 under the Beam Base Editor Technology and Beam C2C1 Technology licensed to Beam by [**] under the Beam-[**] Agreement, solely for the purpose of enforcing all patent challenge, intellectual property ownership, indemnification and insurance and compliance with law provisions applicable to such Beam Base Editor Technology and Beam C2C1 Technology licensed to Verve under this Agreement and, with respect to such insurance and indemnification provisions, each applicable Product, and enforcing the right to terminate this Agreement for breach of such patent challenge, indemnification (solely with respect to Verve’s obligation to indemnify [**] as set forth in Schedule 2.4.1(a)) and insurance provisions; (b) Each other Institution is an intended third party beneficiary of the rights granted to Verve by Beam pursuant to Section 2.1.1 and 2.1.4 under the Beam Base Editor Technology and Beam C2C1 Technology licensed to Beam by such other Institution under the applicable Third Party Agreement for the purpose of enforcing such Institution’s rights, including indemnification and insurance provisions that relate to such Beam Base Editor Technology and Beam C2C1 Technology licensed to Verve under this Agreement, and each Product relating to such grant of rights; (c) The rights of [**] or any other Institution may be enforced by any Institution in any court of competent jurisdiction and, without limiting the generality of the foregoing, under no circumstances shall Isconova have obligations Verve consents to jurisdiction in Massachusetts courts with respect to any Sublicensee that are greater than those owed to Genocea hereunder such Institution’s enforcement of its rights under this Agreement; and (d) Notwithstanding the governing law selected under this Agreement, Verve agrees that, in the event of any difference in interpretation or result as a result between the laws of the preceding sentencejurisdiction of this Agreement and the laws of Massachusetts, the laws of Massachusetts shall control in any action in which [**] or any other Institution is enforcing its rights under this Agreement.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Verve Therapeutics, Inc.), Collaboration and License Agreement (Verve Therapeutics, Inc.)

Sublicenses. Genocea Any sublicense by COMPANY shall be to a Sublicensee that agrees in writing to be bound by substantially the same terms and conditions of this Agreement, excluding financial terms and conditions, or such sublicense shall be null and void. Sublicenses granted by COMPANY hereunder may be transferable, including by further sublicensing, delegatable or assignable. COMPANY will notify MAYO within [***] after the grant of any Sublicense and provide MAYO with a copy of each sublicense agreement promptly after execution; provided such Sublicense may be redacted to delete any terms that are not material to compliance with this Agreement. COMPANY is responsible for the performance of all Sublicensees as if such performance were carried out by COMPANY itself, including the payment of any royalties or other payments provided for hereunder triggered by such Sublicense, regardless of whether the terms of any sublicense require that Sublicensee pay such amounts (such as in a fully paid-up license) to COMPANY or that such amounts be paid by the Sublicensee directly to MAYO. Each sublicense agreement shall name MAYO as a third party beneficiary; provided, MAYO may only exercise its rights as a third party beneficiary if COMPANY has failed to take steps to correct any breach by a Sublicensee identified by MAYO. COMPANY shall not grant any fully-paid up, royalty-free or exclusive sublicenses without MAYO’s prior written consent; provided, COMPANY and its Sublicensees may grant sublicenses, with MAYO’s consent, to third parties performing contract services on behalf of the COMPANY with regard to Licensed Products, e.g, pre-clinical toxicology, manufacturing, clinical trial conduct, etc. In the event of any termination of this Agreement, any Sublicensee that is not then in material breach of this Agreement shall have the right to retain its sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms Patent Rights, Know How and conditions of this Agreement Licensed Materials by providing notice to MAYO, and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause such event any Sublicensee shall pay directly to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible MAYO any amounts that would be due to MAYO from COMPANY hereunder for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of activities conducted by such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 2 contracts

Samples: Patent License Agreement (Evelo Biosciences, Inc.), Patent License Agreement (Evelo Biosciences, Inc.)

Sublicenses. Genocea 2.4.1 Scotts shall have not grant a sublicense to any of its rights under this Agreement, including the right to Licensed Marks, except as expressly provided herein. Scotts may sublicense the rights granted by Isconova Licensed Marks to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to Contract Manufacturers for the limited purpose of (i) one (1) Third Party in each country in the Territory manufacturing FTO Cleared Products or FTO Review Products and selling said products to Scotts, (ii) those enabling Scotts’ to market and promote the FTO Cleared Products and FTO Review Products & Services (for example, advertising and promotional agencies), and (iii) granting sub-licensees to Third Parties who are engaged for the distribution development, manufacture, production, advertising, marketing, promotion, distribution, and sale of Licensed FTO Cleared Products on behalf of Genoceaand FTO Review Products & Services (“Scotts Sub-Licensees”), including but not limited to wholesalers, retailers and distributors of Licensed Products(collectively “Contract Manufacturers”). For the avoidance of doubt, a Third Party Sublicensee who is granted Contract Manufacturers receiving a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee hereunder (including but not limited to wholesalers, retailers and distributors of Licensed Productsi) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall must be subject and subordinate to the terms and conditions of this Agreement Agreement, including the Stewardship Requirement and shall contain terms Trademark Usage Rules, pertaining to the relevant FTO Cleared Products, FTO Review Products & Services and conditions consistent with those Licensed Marks, and (ii) may not grant any further sublicense or any other right, title or interest in the sublicense granted to it. If the conduct of a Contract Manufacturer, had such conduct been performed by Scotts, would be a breach of this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea such conduct shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance be deemed a breach by Scotts of its Sublicensees under this Agreement. If Any sublicense granted hereunder shall provide for automatic and immediate termination if this Agreement terminates expires or is terminated for any reason, any Sublicensee of Genocea that is then not in default . Scotts shall, from at its expense, record the effective date sublicense or a registered user agreement in any country or territory where such recording is deemed reasonably necessary by Monsanto and no use of the Licensed Marks shall commence under any such terminationsublicense in any country or territory in which approval of the sublicense by any entity is required prior to the use of the Licensed Marks thereunder until such approval is obtained. 2.4.2 In addition to the terms of this Agreement, automatically become a direct licensee of Isconova Scotts shall require that its Sub-Licensees shall further comply with respect to such additional product quality, stewardship and on branding provisions as Scotts requires, for the same terms as the rights originally sublicensed or similar products to the Sublicensee FTO Cleared Products and FTO Review Products, for licensees of the Scotts brand and Miracle-Gro brands on such products. Scotts and its Contract Manufacturers shall comply with certain standards of manufacturing (“Standards of Manufacturing”) as set forth on Schedule G and Scotts acknowledges it has received the terms of Monsanto’s Supplier Code of Conduct, which can be viewed at xxxx://xxx.xxxxxxxx.xxx/whoweare/pages/supplier-code-of-conduct.aspx (or such website address or other source as Monsanto shall provide from time to time) and which is incorporated herein by Genoceareference in full. Scotts shall be liable for any breaches of the Standards of Manufacturing by its Contract Manufacturers as if Scotts itself had committed such breach. 2.4.3 Scotts shall comply with anti-bribery or corruption laws (including without limitation the United States Foreign Corrupt Practices Act of 1977 and any amendment thereto), and Isconova agrees that it applicable local environmental laws and shall confirm make commercially reasonable efforts to ensure its Contract Manufacturers comply with same. This includes, but is not limited to, taking appropriate steps to develop, implement and maintain procedures to evaluate and monitor Contract Manufacturers used to manufacture, market, sell and/or distribute the foregoing FTO Cleared Products or FTO Review Products & Services or components thereof and to ensure compliance with this Section 2.4, including but not limited to, on-site inspections of manufacturing, packaging and distribution facilities. 2.4.4 Monsanto and its designated agent(s) have the right, at all reasonable times and upon reasonable notice, to inspect and examine the methods, processes, containers, materials, and manufacturing locations, including Scotts’ and Contract Manufacturer’s locations, used in writing at the request manufacture and for the benefit production of the Sublicensee, as further set forth FTO Cleared Products or FTO Review Products & Services on and in the Isconova Commercial Partner Agreementconnection with which any Licensed Xxxx is used by Scotts. Notwithstanding the foregoing, Such inspections and examinations shall not be more frequent than once per year absent a material breach of contract claim. Monsanto’s rights under no circumstances this Section shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencebe without additional restrictions.

Appears in 2 contracts

Samples: Lawn and Garden Brand Extension Agreement (Scotts Miracle-Gro Co), Lawn and Garden Brand Extension Agreement (Scotts Miracle-Gro Co)

Sublicenses. Genocea Company shall have the right to sublicense grant Sublicenses with respect to the rights granted by Isconova licensed to Genocea in Sections 3.1.1 through 3.1.3Company under Section 2.1: provided that(x) to an Affiliate, unless Genocea obtains Isconova’s including to its wholly owned subsidiary, Biohaven Pharmaceutical Product No.2000 Ltd., a British Virgin Island corporation (“BVI Subsidiary”), without the prior written consentconsent of BMS, Genocea shall (y) to a third party manufacturer to make Licensed Compounds or Licensed Product for the benefit of Company without the prior written consent of BMS provided that such Sublicense relates only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory manufacturing of Licensed Compounds or Licensed Products and (iiz) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights (other than to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee referred to in (including but not limited y) above) subject to wholesalers, retailers and distributors of Licensed Products) without Isconova’s BMS’ prior written consent. Each sublicense consent (not to be unreasonably withheld or delayed), provided that, in each case (x), (y) and (z), such Sublicenses are granted by Genocea pursuant solely in accordance with this Section 2.2: 2.2.1 Company and BVI Subsidiary shall have the right to enter into a Sublicense Agreement with a Third Party, provided that: (a) such Sublicense Agreement shall refer to this Section 3.1.5 Agreement and shall be subject and subordinate to and consistent with the terms and conditions of this Agreement, and, shall not limit Company’s ability to fully perform all of its obligations under this Agreement or BMS’ rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to be bound to Company or BVI Subsidiary, as applicable, by terms and conditions that allow Company to fully perform the corresponding terms and conditions of this Agreement; (c) promptly after the execution of such Sublicense Agreement, Company or BVI Subsidiary, as applicable, shall provide a full copy of such Sublicense Agreement to BMS; (d) Company shall remain primarily responsible for all payments due and the making of reports under this Agreement by its Sublicensees and for compliance by its Sublicensees with all applicable terms of this Agreement (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof), and Company and BVI Subsidiary shall use Commercially Reasonable Efforts to monitor their Sublicensees’ compliance with the terms of such License. Company shall remain jointly and severally liable with each of its Sublicensees (whether or not such Sublicensee is an Affiliate of Company) for any failure by such Sublicensee to comply with the terms and conditions of this Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the terms and conditions of this Agreement in the same manner as Company, including, without limiting the generality of the foregoing, the Sublicensee shall agree in writing (i) to maintain insurance coverage at no less than the levels set forth in Section 12.4, (ii) to keep books and records substantially in accordance with Section 8.7, including permitting audit and inspection rights in accordance with Sections 8.7.3 and 8.7.4, and (iii) the right of termination provided in Section 13.2.5; (f) such Sublicensee shall contain not have the right to grant further Sublicenses with respect to the Development or Commercialization of Licensed Products, except in accordance with and subject to all of the terms and conditions consistent of this Section 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Company or BVI Subsidiary in a Sublicense Agreement (to the extent such Sublicense rights are granted to Company or BVI Subsidiary in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Company with those respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Company under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and within [* * *] days of such termination the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights Sublicensed hereunder, substituting such Sublicensee (a “Surviving Sublicensee”) for Company or BVI Subsidiary, and provided further that (A) such license agreement shall not prejudice any remedy either Party may have against the other in connection with such termination of this Agreement (in whole or in part); (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be less than or equal to the scope of the rights that had been sublicensed by Company or BVI Subsidiary to the Surviving Sublicensee pursuant to the Sublicense Agreement; (C) Company shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, including confidentiality to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, sublicensees from and after the effective date of such termination, automatically become a direct licensee of Isconova with respect ; (D) such license agreement shall obligate the Surviving Sublicensee to and pay directly to BMS amounts corresponding to those set forth in Article 8 which are payable based on the same terms activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (E) the Sublicensee cures any payment default of the Company to BMS as of the effective date of termination; and (F) such license agreement shall not modify the rights originally sublicensed to and obligations of the Sublicensee by Genocea, and Isconova agrees that it Parties following any termination of this Agreement in whole or in part; (h) the provisions of this Section 2.2 shall confirm also apply in the foregoing in writing at the request and for the benefit event of any subsequent amendment or modification of any such Sublicense Agreement; and (i) BMS shall be made an express third party beneficiary of the Sublicensee, as further set forth in ’s obligations under such Sublicense that relate to compliance with the Isconova Commercial Partner Agreement. Notwithstanding terms and conditions of this Agreement with the foregoing, under no circumstances shall Isconova have obligations direct right to any Sublicensee that are greater than those owed to Genocea hereunder as a result of enforce the preceding sentencesame directly against the Sublicensee.

Appears in 2 contracts

Samples: License Agreement (Biohaven Pharmaceutical Holding Co Ltd.), License Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Sublicenses. Genocea Eiger shall have the right to sublicense grant Sublicenses with respect to the rights granted by Isconova licensed to Genocea in Sections 3.1.1 through 3.1.3Eiger under Section 2.1: [ * ], provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory case (x) and (iiy), such Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Eiger shall have the right to enter into a Sublicense Agreement [ * ], provided that: (a) those Third Parties who are engaged such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and, shall not limit Eiger’s ability to fully perform all of its obligations under this Agreement (except to the extent assumed by Sublicensee but as to which Eiger remains responsible to BMS for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For performance thereof by the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea Sublicensee) or BMS’ rights under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for Agreement; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers Securities and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea Exchange Commission pursuant to this Section 3.1.5 Rule 406 of the Securities Act of 1933, as amended. (b) in such Sublicense Agreement, the Sublicensee shall be subject and subordinate agree in writing to fully perform the terms and conditions of this Agreement and applicable to the Sublicensee; (c) promptly after the execution of such Sublicense Agreement, Eiger shall contain provide a copy of such Sublicense Agreement to BMS, which copy may be redacted to remove confidential terms that are not necessary for BMS to confirm the Sublicense Agreement’s compliance with, or calculations of Sublicense Revenues under, the terms and conditions consistent of this Agreement; (d) Eiger shall remain primarily responsible and liable for performance of all of its obligations under this Agreement (even where sublicensed or assumed by a Sublicensee) and for compliance by its Sublicensees with those applicable terms of this Agreement, including all payments due (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof) and the making of reports under this Agreement on account of its Sublicensees’ activities under the Sublicense Agreement, and shall use Commercially Reasonable Efforts to monitor such Sublicensee’s compliance with and to enforce the terms of such Sublicense Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the applicable terms and conditions of this Agreement in the same manner as Eiger, including, without limiting the generality of the foregoing, the Sublicensee shall [ * ]; (f) such Sublicensees shall [ * ], except with prior written consent of Eiger and BMS in each of their sole discretion and in any event in accordance with and subject to all of the terms and conditions of this Section 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Eiger in a Sublicense Agreement (to the extent such Sublicense rights are granted to Eiger in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Eiger with respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Eiger under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and, within sixty (60) days of such termination, the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights and obligations Sublicensed by Eiger to the Sublicensee under the Sublicense Agreement, substituting such Sublicensee (a “Surviving Sublicensee”) for Eiger, and provided further that (A) such license agreement shall [ * ]; (B) the scope of the rights granted to and obligations assumed by the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall [ * ]; (C) Eiger shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, including confidentiality to the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and indemnity obligations comparable filed separately with the Securities and Exchange Commission pursuant to those set forth hereinRule 406 of the Securities Act of 1933, as amended. Genocea extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (D) such license agreement shall cause any obligate the Surviving Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, [ * ] from and after the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to [ * ]; (E) the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit [ * ] as of the Sublicensee, effective date of termination; and (F) except as further expressly set forth in the Isconova Commercial Partner license agreement or agreed by Eiger, such license agreement shall not [ * ]; (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement. Notwithstanding the foregoing, under no circumstances ; and (i) BMS shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result be made an express third party beneficiary of the preceding sentenceSublicensee’s obligations under such Sublicense that relate to compliance with the applicable terms and conditions of this Agreement with the express right to enforce same directly against the Sublicensee or against Eiger as BMS may elect .

Appears in 2 contracts

Samples: License Agreement (Eiger BioPharmaceuticals, Inc.), License Agreement (Eiger BioPharmaceuticals, Inc.)

Sublicenses. Genocea Licensee shall have the right to sublicense grant sublicenses under the rights and licenses granted by Isconova under Section 2.1 through multiple tiers to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova(a) any Affiliates (for as long as such Person remains an Affiliate) without Mirati’s prior written consentconsent but upon prompt written notice to Mirati, Genocea shall only be able to sublicense such rights to and (ib) one (1) any Third Party with respect to the Development, manufacture or Commercialization of the Compound or any Licensed Products in the Field and in the Licensed Territory, in each country in the Territory and case with prior written consent of Mirati (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products unreasonably withheld, delayed or conditioned). Any and all such sublicenses shall be granted and governed by the Third Party Sublicensee written agreements (including but not limited to wholesalerseach, retailers a “Sublicense Agreement”) and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject to, and subordinate to consistent with, the terms and conditions of this Agreement and shall contain include a provision that permits Licensee to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms of this Agreement. Licensee shall be and remain responsible for ensuring its Sublicensees’ compliance with this Agreement and shall be and remain liable for any breaches hereof by any such Sublicensee as though the same were a breach by Licensee, [***]. [***] Licensee shall provide Mirati with a copy of each such Sublicense Agreement granted by Licensee to an Affiliate or Sublicensee (redacted with respect to financial terms and conditions consistent sensitive commercial or technical information to the extent not necessary for Mirati to confirm Licensee’s compliance with those in the terms of this Agreement) within [***] of executing such Sublicense Agreement, including confidentiality and indemnity obligations comparable to those set forth hereinan English translation, if applicable. Genocea shall cause any Licensee shall, in each Sublicense Agreement, require its Sublicensee to execute an Isconova Commercial Partner provide the following to Mirati (or directly to Licensee): (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Filings and Regulatory Approvals Controlled by such Sublicensee, and (ii) the assignment of, or a freely sublicensable (through multiple tiers) exclusive license to, all intellectual property (including Know-How and Patents) Controlled by such Sublicensee that Covers the Compound and any Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. For clarity, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance case of its Sublicensees under any subcontractor, this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then Section 2.2 shall not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it apply but Section 2.8 shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceapply.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Zai Lab LTD), Collaboration and License Agreement (Mirati Therapeutics, Inc.)

Sublicenses. Genocea 2.4.1 Aradigm shall have the right to sublicense the rights granted in Section 2.1 to its Affiliates, subject to the following: (a) Aradigm hereby unconditionally guarantees the performance of any such Affiliates hereunder as if they were signatories to this Agreement. (b) Such sublicenses shall terminate upon the termination of Aradigm’s rights granted herein. (c) Each sublicense shall contain covenants by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged Affiliate for the distribution benefit of Licensed Products on behalf of Genocea, including but not limited INEX and Aradigm to wholesalers, retailers observe and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the perform similar terms and conditions to those in the UBC License Agreement and in this Agreement. (d) A breach by any such Affiliate of any such obligation shall constitute a breach by Aradigm of this Agreement and shall contain entitle INEX to exercise its rights hereunder, in addition to any other rights and remedies to which INEX may be entitled. 2.4.2 Aradigm shall also have the right to sublicense rights granted in Section 2.1 to Third Parties, subject to the following: (a) Within ten (10) calendar days after execution of a sublicensing agreement, Aradigm shall provide INEX with a copy thereof (provided that Aradigm shall be permitted to redact the financial terms and conditions consistent with those in of such agreement). (b) Such sublicenses shall terminate upon the termination of Aradigm’s rights granted herein unless events of default are cured by Aradigm or Sublicensee within the period for the cure of default after notification by INEX as provided by the terms of this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea . (c) Each sublicense shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to contain covenants by the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of INEX and Aradigm to observe and perform similar terms and conditions to those in the UBC License Agreement and in this Agreement. (d) In the event that Aradigm becomes aware of a material breach of any such sublicense by the Sublicensee, Aradigm shall promptly notify INEX of the particulars of same and take all reasonable steps to enforce the terms of such sublicense. Upon the request of INEX, Aradigm shall act reasonably in considering any request of INEX for Aradigm to terminate such sublicense. 2.4.3 In the event Aradigm grants sublicenses to others to make or sell Licensed Product, such sublicenses shall include an obligation for the Sublicensee to account for and report its Net Sales of such Licensed Product on the same basis as further set forth if such sales were Net Sales by Aradigm, and INEX shall receive royalties in the Isconova Commercial Partner Agreement. Notwithstanding same amounts as if the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result Net Sales of the preceding sentenceSublicensee were Net Sales of Aradigm.

Appears in 2 contracts

Samples: License Agreement (TEKMIRA PHARMACEUTICALS Corp), License Agreement (Tekmira Pharmaceuticals Corp)

Sublicenses. Genocea shall have (a) The Licensee may, without the right consent of Canopy or either Licensor, sublicense use of the Trademarks, Systems and/or Intellectual Property to sublicense its Affiliates. (b) The Licensee may, with the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consentconsent of Canopy, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which consent shall not be able to sub-unreasonably withheld, sublicense their sublicensed rights use of the Trademarks, Systems and/or Intellectual Property to any Third Party Person other than those Third Parties who are engaged its Affiliates (the “Identified Sublicensee”). For greater certainty, Canopy’s consent shall not be considered to be unreasonably withheld in the event that the proposed sublicensee does not meet the Licensing Criteria. [COMMERCIALLY SENSITIVE INFORMATION REDACTED]. (c) As of the earlier of the Triggering Event Date (as defined in the Arrangement Agreement) and the date that the Purchaser Call Option (as defined in the Arrangement Agreement) may be exercised by Canopy, and at any time thereafter, the Licensee shall [COMMERCIALLY SENSITIVE INFORMATION REDACTED]. (d) Any sublicense granted under this Amended & Restated Agreement shall be in writing with a copy provided to Canopy. Any sublicense granted under this Amended & Restated Agreement pursuant to Section 5(b) or Section 5(c) shall be provided to Canopy at least five (5) Business Days prior to execution by the Licensee. The Licensee shall ensure that any sublicensees comply with their obligations under this Amended & Restated Agreement as if the sublicensees were themselves the Licensee; provided, however, that if any sublicensee is a Proposed Licensee pursuant to Section 5(c), the Licensee shall be indemnified by Canopy for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers reasonable and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject documented costs and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance expenses of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder external legal counsel incurred as a result of of, or arising from, any claim or demand brought or threatened by [COMMERCIALLY SENSITIVE INFORMATION REDACTED] against the preceding sentenceLicensee in connection with a sublicense pursuant to Section 5(c).

Appears in 2 contracts

Samples: Proposal Agreement (Acreage Holdings, Inc.), Proposal Agreement (Canopy Growth Corp)

Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate Subject to the terms and conditions of this Agreement and shall contain Licensee’s continuing compliance therewith, Licensee may grant Sublicenses provided each is: (a) in writing; (b) not transferable whether by assignment, delegation, sublicense or otherwise without University’s consent; provided, that, any such Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates and further provided that such successor entity agrees, in writing, to be bound to the terms of the Sublicense agreement (Licensee to provide such written to University promptly upon receipt); (c) on terms and conditions that are consistent with those and not in conflict with this Agreement, including confidentiality and indemnity obligations comparable to (d) no less protective of University’s rights than those terms and conditions set forth herein. Genocea , and create no additional obligation on University.. No Sublicense shall cause relieve Licensee of any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its obligations hereunder, and Licensee shall take all steps that may be reasonably necessary to enforce compliance by its Sublicensees with the terms and conditions of the respective Sublicense agreement to the extent required to allow Licensee to fully comply with all of its obligations under this Agreement. If this Agreement terminates for any reasonFor clarity, any Sublicensee Affiliate desiring to exercise any of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genoceagranted hereunder must enter into a Sublicense. Licensee will provide University with a copy of each Sublicense, and Isconova agrees that it shall confirm the foregoing each amendment, restatement and/or termination thereof, within thirty (30) days of execution, and in writing at the request and for the benefit no event any later than five (5) business days following University’s request. Licensee will provide University with a copy of the each report received by Licensee from each Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 2 contracts

Samples: Exclusive License Agreement (G1 Therapeutics, Inc.), Exclusive License Agreement (G1 Therapeutics, Inc.)

Sublicenses. Genocea 6.1. The Company shall have the right to sublicense the rights granted by Isconova grant Sublicenses to Genocea in Sections 3.1.1 through 3.1.3: its Affiliates and/or third parties, provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to that (i) one (1) Third Party in each country in any such sublicense agreement is consistent with the Territory terms and provisions of this Agreement; (ii) those Third Parties who are engaged the Company remains fully liable for the distribution performance of Licensed Products its obligations hereunder; and (iii)the Company notifies Yissum of any grant of a Sublicense and provides Yissum upon request a copy of any Sublicense agreement. 6.2. Any Sublicense shall be dependent on behalf the validity of Genoceathe License and shall terminate upon termination of the License; provided, however, that, for each Sublicensee, upon termination of a Sublicense, if the Sublicensee is not then in breach of the Sublicense such that Company would have the right to terminate such Sublicense, such Sublicensee shall have the right to seek a license from Yissum. Yissum agrees to negotiate such licenses in good faith under reasonable terms and conditions, which shall not impose any representations, warranties, obligations or liabilities on Yissum that are not included in this Agreement. 6.3. Without derogating from the generality of Section 6.1 above, where the Sublicense agreement includes the payment of royalties on the Sublicensee’s sales, the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon request, the Company shall provide such reports to Yissum. 6.4. Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best efforts to promptly cure, including but not limited to wholesalerstermination of the Sublicense, retailers and distributors shall constitute a breach of Licensed Productsthis Agreement by the Company. 6.5. For the avoidance of doubtany doubt it is hereby declared that under no circumstance whatsoever shall a Sublicensee be entitled to assign such Sublicense or further Sublicense the License or any part thereof, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 other than to its Affiliates. 6.6. The Company shall not be able entitled to sub-sublicense their sublicensed grant any rights whatsoever in respect of the Licensed Technology to any Third Party third party, including rights of distribution/distributorship, except by means of a Sublicense. 6.7. If at any time after the Effective Date, the Company or Yissum is approached by a major strategic commercial entity interested in sublicensing the Licensed Technology for any use(s) other than those Third Parties who are engaged for the distribution development and commercialization of Licensed Products by within the Third Party Sublicensee (including but not limited PCB Field, the Company will negotiate the terms of a Sublicense agreement with such company in good faith, and in such case, Yissum shall be entitled to wholesalersreceive its consideration pursuant to sections 7.1, retailers and distributors 7.2 below, per each Sublicense agreement. 6.8. The Company specifically agrees to sell, upon request, reasonable amounts of Licensed Products) without Isconova’s prior written consent. Each sublicense NSP conductive inks at competitive prices to ClearJet Limited for ClearJet's use within the field of the license granted by Genocea Yissum to ClearJet pursuant to this Section 3.1.5 shall be subject and subordinate to an agreement, dated August 23, 2012 (the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence“ClearJet Field”).

Appears in 2 contracts

Samples: License Agreement (Nano Dimension Ltd.), License Agreement (Nano Dimension Ltd.)

Sublicenses. Genocea 6.1. The Company shall have be entitled to grant Sublicenses under the right License granted pursuant to sublicense Section 2.1 on terms and conditions in compliance and not inconsistent with the rights granted by Isconova to Genocea terms of this Agreement (except that the royalty rates may be different than those set forth in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea this Agreement). Such Sublicenses shall only be able to sublicense such rights to made (i) one (1) Third Party for consideration and in each country in the Territory arm’s length transactions; and (ii) those Third Parties who are engaged for to entities that the distribution Company reasonably believes have the commercial and scientific capabilities and resources to continue the development and commercialization of Products as required pursuant to this Agreement. 6.2. The Company shall notify Yissum in writing whether a proposed Sublicensee is an Affiliate or is otherwise related to the Company. In addition, the Company shall provide Yissum with an executed copy of the Sublicense agreement within 10 days of its execution. The Company will provide Yissum with an executed copy of any material amendments to the Sublicense agreement within 10 days of the execution of such amendment provided, however, that the Sublicense agreement may be redacted to the extent that it contains terms unrelated to the Licensed Products Technology. 6.3. A Sublicensee shall be entitled to further Sublicense its rights under the Sublicense agreement, provided that any such further Sublicensee meets the criteria set forth in Section 6.1, and such further Sublicensee is a pharmaceutical company with annual revenues of at least US $100 million. 6.4. Any Sublicense shall be dependent on behalf the validity of Genoceathe License and shall terminate upon termination of the License, subject to the terms of Section 15.4. 6.5. The Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach resulting in termination of the Sublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee, including but the termination of the Sublicense. In all cases, the Company shall immediately notify Yissum of any breach of the material terms of a Sublicense, and shall copy Yissum on all correspondence with regard to such breach. Furthermore, in the context of any Sublicense, the Company will obtain an agreement from the relevant Sublicensee that such Sublicensee may only use the Licensed Technology and any related information received from the Company in connection with the further development and/or commercialization of a Product pursuant to the terms of the Sublicense agreement, and will keep same confidential; and (ii) naming Yissum as a third party beneficiary with the right to directly enforce the use and confidentiality provisions described in Subsection (i) above and the reporting provisions set out in Sections 6.6 and 8.2 below. 6.6. Without derogating from the generality of Section 6.5 above, the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon reasonable request, the Company shall provide such reports to Yissum. 6.7. Any act or omission of the Sublicensee which is not limited promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best efforts to wholesalerspromptly cure, retailers and distributors including termination of Licensed Productsthe Sublicense, shall constitute a breach of this Agreement by the Company provided, however, that any such breach shall be subject to a cure period consistent with the terms of this Agreement. 6.8. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 The Company shall not be able entitled to sub-sublicense their sublicensed grant any rights whatsoever in respect of the Licensed Technology or the Product to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreementthird party, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner rights of distribution/distributorship, except by means of a Sublicense or Subcontracting Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 2 contracts

Samples: Research and License Agreement (Scopus BioPharma Inc.), Research and License Agreement (Scopus BioPharma Inc.)

Sublicenses. Genocea shall have Company may, with the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consentapproval of CHMC on a case by case basis, Genocea shall only enter into written agreements with Sublicensees granting them sublicenses of Company’s rights hereunder to develop, make, lease, sell, license or otherwise distribute Products and practice the Processes consistent with the terms of this Agreement. Each sublicense will be able embodied in a written document which (a) contains provisions at least as favorable to CHMC for the protection of its rights and limitation of its liability exposure as the terms of this Agreement, and development and commercialization obligations commensurate in scope as those set forth for Company in this Agreement; (b) contains all rights and obligations due to CHMC contained in this Agreement; (c) names CHMC as a third party beneficiary who may directly enforce the sublicense such rights to (i) one (1) Third Party in each country in the Territory agreement as if it were a party thereto; and (iid) those Third Parties who are engaged does not permit the Sublicensee to grant further sublicenses. Company will provide CHMC unredacted copies of any executed sublicense agreements and amendments thereto within fifteen (15) days after their execution and an updated list of all Sublicensees from time to time upon CHMC’s request. Company will promptly collect all royalties and other amounts due from such Sublicensees and will take appropriate enforcement action against such Sublicensees for the distribution any failure to pay or properly calculate payments. Company will not receive or agree to receive anything of Licensed Products on behalf value in lieu of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a monetary consideration from Sublicensees or amend such sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) agreements without IsconovaCHMC’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to All of the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable will apply to those set forth herein. Genocea shall cause any each such Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto same extent as Exhibit E. Genocea remains primarily responsible for they apply to Company. Company hereby guarantees the compliance with and performance by each of its Sublicensees under this Agreement. If of all applicable provisions of this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing any breach of this Agreement by a Sublicensee will be deemed a breach by Company. No sublicenses will relieve Company of its obligations under Article 4. Any purported sublicenses in writing at the request and for the benefit violation of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreementthis Paragraph will be void. Notwithstanding the foregoing, under no circumstances shall Isconova Affiliates will not have obligations a right to grant any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencesublicenses.

Appears in 2 contracts

Samples: Exclusive License Agreement (Blue Water Vaccines Inc.), Exclusive License Agreement (Blue Water Vaccines Inc.)

Sublicenses. Genocea (a) Licensee shall have the right to sublicense grant sublicenses of any of the rights rights, privileges and licenses granted hereunder consistent with this Agreement. Licensee agrees that any sublicenses granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 it shall be subject and subordinate to the terms and conditions of this Agreement and Agreement, which shall be binding upon the Sublicensee. Licensee is responsible for timely enforcement of sublicense agreements. Failure to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. enforce such sublicenses will be considered a material breach. Sublicensees shall not further grant sublicenses without Salk’s prior written approval, such approval not to be unreasonably denied. No sublicense agreement shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable any provision that would cause it to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in extend beyond the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance term of its Sublicensees under this Agreement. If Licensee further agrees to deliver to Salk for informational purposes a true and correct copy of each sublicense granted by Licensee, and any modification or termination thereof, within thirty (30) days after execution, each modification, or termination. Failure to provide such copy will be considered a material breach of this Agreement. Upon termination of this Agreement terminates for any reason, all sublicenses shall survive to the extent provided in the sublicense provided (i) the sublicense contains milestone payments and royalties greater than or equal to those included in this Agreement; (ii) the sublicensee is current on its obligations under the sublicense agreement and (iii) the sublicensee agrees to pay Salk Sublicensing Revenue due under Section 3.5, and a prorata share (based on the number of sublicensees) of the future annual maintenance fees due under Section 3.2 and Patent Costs due under Section 7.2b. Licensee agrees to assign all such sublicenses to Salk. All sublicenses not meeting the above criteria shall survive for a period of ninety (90) days after termination with Salk standing in the place of License. During this ninety (90) day period, Salk agrees to negotiate in good faith and execute an updated agreement with the affected sublicensees. If no new license is completed within the ninety (90) day period, the sublicense will terminate. All payments then or thereafter due to Licensee from each surviving sublicense shall become owed directly to Salk. (b) If, after the first anniversary of the Effective Date, Salk identifies a third party that has a bona fide interest in developing and commercializing a Licensed Product, and if (i) Licensee is unable or unwilling to develop or commercialize that Licensed Product, and (ii) such Licensed Product would not compete with any Sublicensee Licensed Product then part of Genocea that is an active research, development or commercialization program of Licensee, its Affiliates, or Sublicensees, then not Licensee will, at Salk’s request, negotiate in default shall, from good faith a sublicense on commercially reasonable terms with such third party for the effective date development and commercialization of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceLicensed Product.

Appears in 2 contracts

Samples: License Agreement (Merrion Pharmaceuticals LTD), License Agreement (Merrion Pharmaceuticals LTD)

Sublicenses. Genocea (a) Each Sublicense (i) shall have contain terms no less protective of University’s rights than those set forth in this Agreement, (ii) shall not be in conflict with this Agreement, and (iii) shall identify University as an intended third party beneficiary of the right Sublicense. Licensee shall provide University with a complete electronic or paper copy of each Sublicense within thirty (30) days after execution of the Sublicense. Along with the Royalty payment required by Section 3.7, Licensee shall provide a complete copy of all Sublicenses entered into by Licensee within five (5) business days of the effective date of each Sublicense. Licensee further agrees to sublicense provide University with a copy of each report received by Licensee from a Sublicensee pertinent to any royalties or other sums owing to Licensee. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense without (i) including the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatvalue, unless Genocea obtains Isconova’s based on fair market value, as Net Sales or (ii) obtaining the prior written consentconsent of the University. Licensee shall be fully responsible to University for any breach of the terms of this Agreement by a Sublicensee. (b) Upon termination of this Agreement for any reason, Genocea all Sublicenses shall only be able terminate. If a Sublicensee was in compliance with the terms of its Sublicense in effect on the date of termination, University may grant such Sublicensee that so requests, a license with royalty terms and such use rights and other terms as are acceptable to sublicense such rights University. In no event shall University have any obligations of any nature whatsoever with respect to (i) one (1) Third Party in each country any past, current or future obligations that Licensee may have had, or may in the Territory and future have, for the payment of any amounts owing to any Sublicensee, (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genoceaany past obligations whatsoever, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights (iii) any future obligations to any Third Party other than Sublicensee beyond those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoingnew license between University and such Sublicensee. (c) If Licensee is unable or unwilling to grant Sublicenses, under no circumstances shall Isconova have either as suggested by University or by a potential licensee or otherwise, then University may directly license such potential licensee as appropriate to comply with University’s obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencein connection with federal research financing.

Appears in 2 contracts

Samples: Exclusive License Agreement (Xg Sciences Inc), Exclusive License Agreement (Xg Sciences Inc)

Sublicenses. Genocea 7.1. LICENSEE shall have the right to sublicense the rights granted by Isconova to Genocea it under this AGREEMENT in Sections 3.1.1 the TERRITORY, including through 3.1.3: provided thatmultiple tiers, unless Genocea obtains Isconova’s (a) to an AFFILIATE of LICENSEE or a QUALIFIED SUBLICENSEE without the prior written consentconsent of YALE, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (iib) those Third Parties who are engaged for to any other third party with the distribution prior written consent of Licensed Products on behalf of GenoceaYALE (not to be unreasonably withheld, including but not limited to wholesalers, retailers and distributors of Licensed Productsconditioned or delayed). For the avoidance of doubt, a Third Party Sublicensee who is granted a QUALIFIED SUBLICENSEE may further sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed such rights to any Third Party other than those Third Parties who are engaged for in accordance with the distribution of Licensed Products by preceding sentence as if it were the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentLICENSEE. 7.2. Each Any sublicense granted by Genocea pursuant LICENSEE (or a QUALIFIED SUBLICENSEE) shall include substantially similar definitions and provisions as this AGREEMENT, and such other provisions as are reasonably necessary to this Section 3.1.5 shall be subject enable LICENSEE to provide YALE the protections and subordinate benefits contemplated herein. Subject to redaction of any competitively sensitive information required under applicable confidentiality obligations, to the terms 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 conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreementall amendments thereto) promptly after execution; provided, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementfurther, that in the form attached hereto 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 Exhibit E. Genocea remains primarily required under a court order or subpoena) then LICENSEE shall immediately terminate the sublicense. LICENSEE shall remain responsible for the performance of its Sublicensees 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 Agreement. If provision shall constitute a material breach of this Agreement terminates for any reason, any Sublicensee of Genocea AGREEMENT that is then not subject to Article 13.1(b). 7.3. For clarity, LICENSEE shall pay royalties to YALE on NET SALES of SUBLICENSEES in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova accordance with respect to and this AGREEMENT based on the same terms royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES, regardless of the rights originally sublicensed royalty rates payable by SUBLICENSEES to LICENSEE under a sublicense agreement. In addition, LICENSEE shall pay to YALE a percentage of all SUBLICENSE INCOME not included in the Sublicensee by Genocea, and Isconova calculation of EARNED ROYALTIES as follows: [***] [***] 7.4. LICENSEE agrees that it shall confirm has sole responsibility to promptly: (a) provide YALE with a copy of any amendments to sublicenses granted by LICENSEE under this AGREEMENT and to notify YALE of termination of any sublicense; and (b) summarize and deliver copies of all reports provided to LICENSEE by SUBLICENSEES, subject to redaction of any competitively sensitive information required under applicable confidentiality obligations to the foregoing in writing at the request and for the benefit of the Sublicenseeextent that such information is not required to demonstrate compliance with this AGREEMENT; provided, as further set forth further, that in the Isconova Commercial Partner Agreement. Notwithstanding the foregoingcase where YALE reasonably requests that information be un-redacted in order for YALE to determine compliance with this AGREEMENT, under no circumstances LICENSEE shall Isconova have obligations provide YALE such information or allow for such information to any Sublicensee that are greater than those owed be reviewed by an independent reviewer (selected by YALE and reasonably acceptable to Genocea hereunder as LICENSEE, such acceptance not to be unreasonably withheld, conditioned or delayed) on behalf of YALE, subject to a result of the preceding sentenceconfidentiality agreement between LICENSEE and such independent reviewer.

Appears in 2 contracts

Samples: License Agreement (NextCure, Inc.), License Agreement (NextCure, Inc.)

Sublicenses. Genocea shall have 3.1 The Regents also grants to the Licensee the right to sublicense to Affiliates and a Licensee Collaboration Partner the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, the Licensee hereunder. An Affiliate or Licensee Collaboration Partner shall have no license under this Agreement unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who Affiliate or Licensee Collaboration Partner is granted a sublicense by Genocea a Licensee. Each sublicensee under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall Agreement must be subject to a written sublicense agreement. Such sublicenses will include all of the terms, conditions, obligations and subordinate to the terms and conditions other restrictions of this Agreement that protect The Regents’ (and, if applicable, the United States Government’s ) rights and interests under the Patent Rights. The Licensee shall contain terms have no right to permit any other sublicensee of the license granted hereunder, and conditions consistent with those in no such sublicensee shall have any right, to further sublicense any of the rights granted to the Licensee hereunder. For the purposes of this Agreement, including confidentiality the operations of all sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. 3.2 The Licensee will notify The Regents of each sublicense granted hereunder and indemnity will provide The Regents with a redacted copy of each sublicense and each amendment to such sublicense within thirty (30) days of issuance of such sublicense or such amendment which redacted copy shall show the terms, conditions, obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, and other restrictions of this Agreement that protect The Regents’ rights and interests in the form attached hereto as Exhibit E. Genocea remains primarily responsible Patent Rights. 3.3 Upon any expiration or termination of this Agreement for any reason provided herein, all sublicenses to a sublicensee of a Licensee whose rights under the performance Patent Rights have been terminated, shall automatically terminate. 3.4 The Regents will not make any claims against the Licensees, or a sublicensee of its Sublicensees a Licensee under this Agreement. If this Agreement terminates , for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder patent infringement as a result of activities which are explicitly permitted under the preceding sentenceterms of this Agreement, nor shall the Regents authorize a Third Party to make such claims where The Regents are on notice that a sublicensee hereunder has such a sublicense in good standing.

Appears in 1 contract

Samples: License Agreement (Trimeris Inc)

Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate Subject to the terms and conditions of this Agreement Agreement, EOC [***], through multiple tiers of sublicenses, under the license granted to EOC under Section 2.01, [***]. Without limiting the foregoing, before granting any such Sublicense, EOC shall give written notice to Aadi of EOC's intent to grant such a Sublicense. Such written notice shall identify the prospective Sublicensee. Aadi shall have a period of [***] to [***], the prospective Sublicensee and EOC shall contain terms and conditions consistent with those [***] provided during such [***] period. Notwithstanding anything else in this Section 2.02 or otherwise in this Agreement, including confidentiality in no event will EOC be permitted to enter into a Sublicense or other agreement [***]. In the event [***], Aadi will promptly notify EOC thereof. Aadi will consider any comments provided within a reasonable period of time by EOC regarding such proposed addition in good faith, [***]. EOC, its Affiliates and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under shall ensure that all Persons to which they grant Sublicenses comply with all applicable terms and conditions of this Agreement. If EOC acknowledges and agrees that the grant of any Sublicense shall not relieve EOC from its obligations under this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default and EOC shall, from the effective date of such terminationunder each Sublicense agreement, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to obligate the Sublicensee to be bound by Genoceaall of the applicable terms and conditions of this Agreement. Each Sublicense agreement must be in the English language and must (i) provide that the Sublicensee's rights are not further sublicensable without Aadi's prior written consent, which may be withheld by Aadi in its sole discretion, (ii) provide that Abraxis is a third party beneficiary, (iii) provide that the Sublicensee expressly acknowledge and Isconova agrees agree in writing to Abraxis that it shall confirm comply with the foregoing provisions of [***], and (iv) include terms and conditions substantially identical to those of [***]. EOC shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in writing at Section 2.01 by EOC, its Affiliates or its Sublicensees, if such action or failure to act by the request Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by Certain identified information marked with [***] has been excluded from this exhibit because it is not material and for the benefit is of the Sublicensee, type that the registrant treats as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceprivate and confidential.

Appears in 1 contract

Samples: License Agreement (Aadi Bioscience, Inc.)

Sublicenses. Genocea shall have Endo may not grant sublicenses under the right to sublicense licenses granted under Section 2.1 without the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consentconsent of Durect, Genocea shall only such consent not to be able unreasonably withheld or delayed. However, without the prior written consent of Durect: (a) Endo may grant sublicenses to sublicense such make and have made the Product; (b) Endo may grant sublicenses or assign its rights to any of its Affiliates for so long as such entity remains an Affiliate of Endo; and (c) Endo may grant sublicenses to its subcontractors retained under Section 2.3 to the extent necessary for such subcontractors to perform their obligations; With respect to each sublicense granted hereunder: (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a such sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to all the terms and conditions of this the Agreement and as applicable; (ii) Endo shall contain terms and conditions consistent with those in be liable to Durect as if Endo is exercising such sublicensed rights itself under this Agreement, (iii) the Sublicensee will not be permitted to grant further sublicenses, unless the Sublicensee is an Affiliate of Endo, in which case the Sublicensee may sublicense any portion of its rights to another Affiliate of Endo for so long as such entity remains an Affiliate of Endo and (iv) Endo shall provide upon written request by Durect reasonable assurance that its Sublicensees comply with confidentiality, indemnity, reporting, audit rights, access to data (Endo’s obligation with respect to access to data including confidentiality [***], and indemnity information and inventions assignment obligations comparable substantially the same as to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If Endo shall promptly provide notice to Durect of any sublicense granted pursuant to this Agreement terminates for any reason, any Sublicensee of Genocea Section 2.4. Any person or entity that receives a sublicense as permitted hereunder is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: License Agreement (Durect Corp)

Sublicenses. Genocea Eiger shall have the right to sublicense grant Sublicenses with respect to the rights granted by Isconova licensed to Genocea in Sections 3.1.1 through 3.1.3Eiger under Section 2.1: [ * ], provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory case (x) and (iiy), such Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Eiger shall have the right to enter into a Sublicense Agreement [ * ], provided that: (a) those Third Parties who are engaged such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and, shall not limit Eiger’s ability to fully perform all of its obligations under this Agreement (except to the extent assumed by Sublicensee but as to which Eiger remains responsible to BMS for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For performance thereof by the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea Sublicensee) or BMS’ rights under this Section 3.1.5 Agreement; (b) in such Sublicense Agreement, the Sublicensee shall not be able agree in writing to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to fully perform the terms and conditions of this Agreement and applicable to the Sublicensee; (c) promptly after the execution of such Sublicense Agreement, Eiger shall contain provide a copy of such Sublicense Agreement to BMS, which copy may be redacted to remove confidential terms that are not necessary for BMS to confirm the Sublicense Agreement’s compliance with, or calculations of Sublicense Revenues under, the terms and conditions consistent of this Agreement; (d) Eiger shall remain primarily responsible and liable for performance of all of its obligations under this Agreement (even where sublicensed or assumed by a Sublicensee) and for compliance by its Sublicensees with those applicable terms of this Agreement, including all payments due (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof) and the making of reports under this Agreement on account of its Sublicensees’ activities under the Sublicense Agreement, and shall use Commercially Reasonable Efforts to monitor such Sublicensee’s compliance with and to enforce the terms of such Sublicense Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the applicable terms and conditions of this Agreement in the same manner as Eiger, including, without limiting the generality of the foregoing, the Sublicensee shall [ * ]; (f) such Sublicensees shall [ * ], except with prior written consent of Eiger and BMS in each of their sole discretion and in any event in accordance with and subject to all of the terms and conditions of this Section 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Eiger in a Sublicense Agreement (to the extent such Sublicense rights are granted to Eiger in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Eiger with respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Eiger under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and, within sixty (60) days of such termination, the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights and obligations Sublicensed by Eiger to the Sublicensee under the Sublicense Agreement, substituting such Sublicensee (a “Surviving Sublicensee”) for Eiger, and provided further that (A) such license agreement shall [ * ]; (B) the scope of the rights granted to and obligations assumed by the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall [ * ]; (C) Eiger shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, including confidentiality to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and indemnity obligations comparable to those set forth herein. Genocea its sublicensees from and after the effective date of such termination; (D) such license agreement shall cause any obligate the Surviving Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, [ * ] from and after the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to [ * ]; (E) the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit [ * ] as of the Sublicensee, effective date of termination; and (F) except as further expressly set forth in the Isconova Commercial Partner license agreement or agreed by Eiger, such license agreement shall not [ * ]; (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement. Notwithstanding the foregoing, under no circumstances ; and (i) BMS shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result be made an express third party beneficiary of the preceding sentenceSublicensee’s obligations under such Sublicense that relate to compliance with the applicable terms and conditions of this Agreement with the express right to enforce same directly against the Sublicensee or against Eiger as BMS may elect .

Appears in 1 contract

Samples: License Agreement (Eiger BioPharmaceuticals, Inc.)

Sublicenses. Genocea shall have the right to 3.1 Licensee and its Affiliates may grant through multiple tiers (and may amend such sublicenses) provided that each such sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory is consistent with and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement Agreement. Licensee shall provide MSK with a complete copy of each such sublicense agreement (or amendment) and any associated agreements between it (or its Affiliate) and the Sublicensee, or between an existing Sublicensee and its subsequent Sublicensee, provided that such agreement or amendment may be redacted to remove confidential information that does not relate to Licensed Product or Licensed Rights. Licensee shall contain terms and conditions consistent also promptly provide MSK with those in full executed copies of such agreements. All such documents shall be deemed Confidential Information of Licensee. 3.2 Licensee shall remain responsible for performance of all its obligations under this Agreement, including confidentiality and indemnity notwithstanding the grant of any sublicense. It is agreed that such obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for may be satisfied by the performance by one or more Sublicensees. Any sublicense shall by its terms require that the Sublicensee comply with the provisions of its Sublicensees under this Agreement. If this Agreement terminates for any reasonthat by their terms are required to be performed by a Sublicensee, any Sublicensee including the restrictions, limitations, and obligations of Genocea Articles 11, 13, and 14 and Sections 6.1 and 7.6, and shall provide that MSK is then not a third-party [ * ] = Certain confidential information contained in default shallthis document, from marked by brackets, is filed with the effective date Securities and Exchange Commission pursuant to Rule 406 of such terminationthe Securities Act of 1933, automatically become a direct licensee of Isconova as amended. beneficiary with respect to such Articles and on Sections. Any breach by a Sublicensee shall be considered a breach by Licensee, provided that MSK shall not have the same terms as right to terminate this Agreement pursuant to Section 17.4 for an uncured breach by Sublicensee if (i) such breach was not made at the rights originally sublicensed direction of, or with the approval of, Licensee, (ii) [ * ] , and (iii) Licensee promptly terminates the sublicense after the end of the applicable cure period. 3.3 Licensee shall promptly provide MSK with a copy of any notice of breach, termination, or the like sent to or received from a Sublicensee, with respect to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceapplicable sublicense agreement hereunder.

Appears in 1 contract

Samples: Exclusive Option Agreement (Atara Biotherapeutics, Inc.)

Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea 6.1 The Company shall only be able entitled to sublicense grant a Sublicense after obtaining Licensors’ written approval regarding the identity of the Sublicensee and all material terms and conditions of the Sublicense, which approval shall not be unreasonably withheld or delayed. 6.2 Upon submission of its request to obtain the written consent of Licensors to a Sublicense, the Company shall fully disclose and submit to Licensors all documentation relating to the Sublicense, adequately disclose to Licensors any other business connection which it now has or is in the process of forming with the Sublicensee which may reasonably effect the decision of the Company regarding terms and conditions of the Sublicense; and shall notify Licensors in writing, whether a proposed Sublicensee is an Affiliate or is otherwise related to the Company. In addition, the Company shall provide Licensors with an executed copy of the Sublicense within ten (10) days of its execution. Any material amendments to a Sublicense shall be subject to Licensors’ prior written approval and shall be subject to the Company providing Licensors with an executed copy of such rights amendment to the Sublicense within ten (10) days of the execution of such amendment. 6.3 If the Company is unable or unwilling to serve or develop a potential market or market territory (unless the Company intends to develop the market or territory at a later point in time) for which there is another reputable and financially sound party willing to be a Sublicensee, the Company shall, at Licensors’ request, negotiate in good faith a Sublicense with such party; provided that the terms of such Sublicense (subject to good faith negotiations) shall be in the discretion of the Company. 6.4 Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License. 6.5 The Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach resulting in termination of the Sublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee, including the termination of the Sublicense. In all cases, the Company shall immediately notify Licensors of any breach of the material terms of a Sublicense and shall copy Licensors on all correspondence with regard to such breach. Furthermore, in the context of any Sublicense, the Company will obtain an agreement from the relevant Sublicensee (i) one (1) Third Party that such Sublicensee may only use the Licensed Technology and any related information received from the Company in each country in connection with the Territory further development or commercialization of a Product pursuant to the terms of the Sublicense agreement and will keep same confidential; and (ii) those Third Parties who are engaged for naming Licensors as a third party beneficiary with the distribution right to directly enforce the use and confidentiality provisions described in Subsection (i) above and the reporting provisions set out in Sections 6.6 and 8.2 below. 6.6 Without derogating from the generality of Licensed Products on behalf Section 6.5 above, the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon request, the Company shall provide such reports to Licensors. 6.7 Any act or omission of Genoceathe Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this, Agreement by the Company had it been an act or omission of the Company, and which the breach has not made best efforts to promptly cure, including but not limited to wholesalerstermination of the Sublicense, retailers and distributors shall constitute a breach of Licensed Products. this Agreement by the Company. 6.8 For the avoidance of doubt, any doubt it is hereby declared that under no circumstances whatsoever shall a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 be entitled to assign such Sublicense or further Sublicense the License or any part thereof. 6.9 The Company shall not be able entitled to sub-sublicense their sublicensed grant any rights whatsoever in respect to the Licensed Technology or the Product to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreementthird party, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementrights of distribution/distributorship, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance except by means of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceSublicense.

Appears in 1 contract

Samples: License Agreement (NAYA Biosciences, Inc.)

Sublicenses. Genocea Each Party shall have the right to grant one or more sublicenses under the licenses granted to such Party under Section 4.1, in full or in part, by means of written agreement to Affiliates or Third Parties (with the right to sublicense through multiple tiers), without the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able consent of the other Party. As a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be consistent with and subject and subordinate to the terms and conditions of this Agreement (including for the avoidance of doubt, that if sales by such Sublicensee are included in Net Sales hereunder, such Sublicensee shall permit audit rights with respect to its reporting of Net Sales that are consistent with those given by Santen hereunder with respect to its sales included in Net Sales); (b) such Party will continue to be responsible for full performance of such Party’s obligations under this Agreement and will be responsible for all actions of such Sublicensee as if such Sublicensee were such Party hereunder; (c) such Party’s grant of any sublicense will not relieve such Party or its Affiliates from any of its obligations under this Agreement; (d) any such permitted sublicense shall agree to be bound by all of the applicable terms and conditions of this Agreement, and, where Santen is the sublicensing Party, any such permitted sublicense shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable permitting Santen to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, (i) terminate such sublicense in the form attached hereto as Exhibit E. Genocea remains primarily responsible for event of a Patent Challenge by such sublicensee and (ii) upon Aerie’s request, audit the performance of such sublicensee, including through audit of any applicable books, records, data or other information of such sublicensee; (e) such Party will provide the other Party with a copy of such sublicense promptly, but within five (5) Business Days, after the grant of such sublicense, provided that such Party may redact such copy at its Sublicensees under discretion to remove financial terms and any other information that is not relevant to this Agreement (provided that financial terms may be provided on a confidential basis to a third party auditor only for purposes of confirming amounts payable hereunder pursuant to any audit in accordance with this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not ); and (f) the sublicense must be in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencewriting.

Appears in 1 contract

Samples: Collaboration and License Agreement (Aerie Pharmaceuticals Inc)

Sublicenses. Genocea 2.2.1 Licensee shall have the right to sublicense grant sublicenses under the rights granted by Isconova in Section 2.1 (a) to Genocea in Sections 3.1.1 through 3.1.3: provided thatits Affiliates and (b) to Third Parties, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory of (a) and (iib) those Third Parties who are engaged for solely to the distribution extent of, and consistent with, Licensee’s right to grant sublicenses of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For any Patent rights under the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentapplicable Collaboration Agreement. Each such sublicense granted by Genocea pursuant to this Section 3.1.5 2.2 shall be subject pursuant to a binding written agreement and subordinate to shall be consistent with the terms and conditions of this Agreement and shall contain terms and conditions (including imposing obligations on Sublicensee consistent with those in this Agreementof Licensee under Sections 2.3, including confidentiality 3.7 and indemnity obligations comparable Section 6) and the applicable Collaboration Agreement (each such Affiliate or Third Party to those set forth hereinwhich such sublicense is granted, a “Sublicensee”). Genocea Licensee shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily remain responsible for the performance of its Sublicensees under this Agreement. If such that any act or omission by or on behalf of a Sublicensee that would be a breach of this Agreement terminates for any reasonif undertaken by Licensee, shall be deemed a breach of this Agreement by Licensee. In the event of a material default by any Sublicensee under a sublicense, Licensee will promptly notify Pieris and take such action as necessary to remedy such default. 2.2.2 With respect to any (sub)license agreement(s) entered into with a Sublicensee by Licensee in effect as of Genocea the date at which termination or expiration of this Agreement becomes effective and the Sublicensee’s rights under such Sublicense, to the extent that the Sublicensee is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova good standing with respect to the Sublicense and on was not itself the cause of the termination of this Agreement, Pieris shall negotiate in good faith a direct license with the Sublicensee under the following terms and conditions (provided that such Sublicensee does not, within[***] following the termination or expiration of this Agreement, provide written notice to Pieris of Sublicensee’s election to terminate the Sublicense): (1) the Parties shall negotiate such direct license in good faith in order to execute a direct license within [***] of the termination or expiration of this Agreement, (2) such direct license shall have the same scope, payment and financial terms and non-financial terms as the rights originally sublicensed this Agreement, and (3) such direct license to the Sublicensee by GenoceaPieris shall not place any additional obligations (including but not limited to representations, and Isconova agrees that it shall confirm warranties, or liabilities) on Pieris beyond its obligations under this Agreement without the foregoing in writing at the request and for the benefit prior written consent of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencePieris.

Appears in 1 contract

Samples: Non Exclusive License Agreement (Pieris Pharmaceuticals, Inc.)

Sublicenses. Genocea COMPANY shall have the right to sublicense the grant sublicenses (through multiple tiers) of its rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea under Section 2.1. COMPANY shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. Each SUBLICENSEE must be subject to a written agreement that contains obligations, terms and conditions in favor of HHMI or the HHMI Indemnitees, as applicable, that are substantially similar to those undertaken by COMPANY in favor of HHMI or the HHMI Indemnitees, as applicable, under this Agreement and intended for the protection of the HHMI Indemnitees, including, without limitation, the obligations, terms and conditions regarding indemnification, insurance and HHMI’s third party beneficiary status. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against XXXXXXXXX or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX (except as required under a court order or subpoena) then COMPANY may end the PATENT CHALLENGE or terminate the sublicense as the COMPANY may choose. COMPANY shall promptly furnish XXXXXXXXX with a fully signed photocopy of any sublicense agreement with a SUBLICENSEE. Upon termination of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is SUBLICENSEE not then not in default shall, shall be granted a license from the effective date of such termination, automatically become a direct licensee of Isconova with respect to XXXXXXXXX under rights and on the same terms as the rights originally sublicensed equivalent to the Sublicensee by Genocea, sublicense rights and Isconova agrees that it shall confirm terms which COMPANY previously granted to such SUBLICENSEE to the foregoing in writing at the request extent such rights and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner terms are not inconsistent with this Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: Tangible Property and Exclusive Patent License Agreement (Proteostasis Therapeutics, Inc.)

Sublicenses. Genocea shall have The license for use of the right TRADEMARK hereby granted to sublicense the rights granted by Isconova LICENSEE is personal, non-exclusive and non-assignable. Therefore, the LICENSEE may not grant to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior third parties any sublicenses or authorizations to use the TRADEMARK without the LICENSOR’S express written consent. Furthermore, Genocea the authorization to grant sublicenses to the Distributors shall be deemed granted always provided that the Distributors are included in the definition described in Clause One, and with respect to any other third party, a sublicense may only be able granted if the LICENSEE has requested express and written authorization therefor and such authorization has been expressly granted in writing by the LICENSOR, or if 30 days have elapsed as from such request and no answer has been received from the LICENSOR. The sublicensees shall assume the same obligations as those set forth for the LICENSEE in this Proposal. For such sublicense to be deemed legally and formally granted, it shall be expressly instrumented in writing, and the sublicensor and sublicensees, as the case may be, shall assume all and each of the obligations contained in this Proposal. Otherwise, such sublicense such rights to shall be null and void by operation of law. The term of the sublicense shall be: (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further term set forth in the Isconova Commercial Partner Agreementsublicense agreement; (ii) the term of this License Proposal, whichever expires first. Notwithstanding The LICENSEE shall keep an updated record and shall communicate on annual basis to the foregoingLICENSOR the authorizations and sublicenses made, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result specifying the name of the preceding sentencesublicensee and the term of the sublicense, as well as such further information as may be required by the LICENSOR.

Appears in 1 contract

Samples: Trademark and Domain Name License (Telefonica of Argentina Inc)

Sublicenses. Genocea shall have COMPANY may grant sublicenses to sublicensees, who may in tum grant sub-sublicenses so long as and on the right to sublicense condition that any such sublicensee or sub-sublicensee, as the rights granted case may be, be approved in advance and in writing by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatEMORY following notice and request of any such approval by Licensee or sublicensee, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which approval shall not be able unreasonably denied or delayed; provided further, that any delay in responding to any such request for approval beyond thirty (30) days shall be deemed an approval of such Person for such purpose. All such sublicenses (and sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Productssublicenses) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to further conditioned on each such agreement being consistent with the terms and conditions of this Agreement, provided that COMPANY shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by COMPANY, including, but not limited to, the payment of all fees and shall contain terms and conditions consistent with those in royalties due under this Agreement, including confidentiality whether or not such payments are made to COMPANY by its sublicensees. COMPANY shall (a) use commercially reasonable efforts to enforce the terms of any such agreement against the sublicensee, (b) require the sublicensee to indemnify EMORY and indemnity obligations comparable maintain liability coverage to those set forth hereinthe same extent that COMPANY is so required pursuant to Section 10.2 of this Agreement and (c) retain the right for EMORY to audit any such sublicensee to the same extent that COMPANY is so required pursuant to Section 4.5 of this Agreement. Genocea shall cause COMPANY may also grant any Sublicensee such sublicensee the right to execute an Isconova Commercial Partner Agreement, in cure any payment default on the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance part of its Sublicensees COMPANY under this Agreement. If COMPANY shall provide EMORY with copies of all sublicense agreements within thirty (30) days of their execution date. In the event of any termination of this Agreement terminates for by EXXXX, XXXXX shall deemed the “licensor” under any reason, and all sublicenses having been entered into or otherwise granted by COMPANY so long as any such sublicense conforms to the requirements of this Agreement and such Sublicensee of Genocea that is then shall not otherwise be in default shallunder the terms of its Sublicense, from in which case EMORY shall be bound to the effective date terms of any such terminationsublicense as if it were a party thereto, automatically unless mutually agreed in writing otherwise by EMORY and Sublicensee. Such Sublicensee shall not become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to EMORY should the Sublicensee by Genocea, and Isconova agrees that it shall confirm challenge the foregoing in writing at the request and for the benefit validity or enforceability of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceLicensed Patent.

Appears in 1 contract

Samples: License Agreement (Inhibikase Therapeutics, Inc.)

Sublicenses. Genocea (a) Each Party shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea 3.1 and 3.4 respectively to its Affiliates. Such Party shall only cause its Affiliates to comply with and be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) bound by those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of such Party under this Agreement that by their terms are intended to obligate such Party or its Affiliates commercializing the Product (or other RSD1235 products in the case of Cardiome) as permitted hereunder, including (as applicable to each Party) Sections 3.2, 3.8, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11 and Article 12. Notwithstanding the foregoing, such Party shall remain primarily responsible for complying with such applicable terms and conditions. A breach by any such Affiliate of any such obligation shall constitute a breach by such Party of this Agreement and shall contain entitle the other Party to exercise its rights hereunder, in addition to any other rights and remedies to which such other Party may be entitled. (b) Fujisawa shall have the right to sublicense rights granted in Sections 3.1 only to Third Parties in Mexico without the prior consent of Cardiome, and to Third Parties in countries in the Territory other than Mexico with Cardiome's approval, such approval not to be unreasonably withheld or delayed, in each case subject to the following: Fujisawa shall give Cardiome prompt notice of the execution of any sublicense. Within thirty (30) calendar days after execution of a sublicensing agreement, Fujisawa shall provide Cardiome with a copy thereof (provided that, except in respect of a Sublicense, Fujisawa shall be permitted to redact the financial terms of such agreement). All sublicenses granted by Fujisawa shall be personal to the sublicensee and conditions consistent with those in this Agreementshall not be further sublicensable or assignable without Fujisawa's prior written consent, including confidentiality and indemnity obligations comparable to those set forth which consent shall not be unreasonably withheld. Such sublicenses shall terminate upon the termination of Fujisawa's rights granted herein. Genocea Each sublicense shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in contain covenants by the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and sublicensee for the benefit of Cardiome and Fujisawa for such sublicensee to observe and perform materially the Sublicenseesame terms and conditions as those set out for Fujisawa in this Agreement to the extent applicable. In the event Fujisawa grants sublicenses to others to sell Product outside of Mexico, such sublicenses shall include an obligation for the sublicensee to account for and report its Net Sales on the same basis as further set forth if such sales were Net Sales by Fujisawa, and Cardiome shall receive royalties from Fujisawa in the Isconova Commercial Partner Agreement. Notwithstanding same amounts as if the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result Net Sales of the preceding sentencesublicensee were Net Sales of Fujisawa. In the event that Fujisawa becomes aware of a material breach of any such sublicense by the sublicensee, Fujisawa shall promptly notify Cardiome of the particulars of same and use its Commercially Reasonable Efforts to enforce the terms of such sublicense. (c) Cardiome shall have the right to sublicense rights granted in Sections 3.4 to Third Parties with Fujisawa's approval, such approval not to be unreasonably withheld or delayed, in each case subject to the following: Cardiome shall give Fujisawa prompt notice of the execution of any sublicense. Within thirty (30) calendar days after execution of a sublicensing agreement, Cardiome shall provide Fujisawa with a copy thereof (provided that Cardiome shall be permitted to redact the financial terms of such agreement). Such sublicenses shall terminate upon the termination of Cardiome's rights granted herein. Each sublicense shall contain covenants by the sublicensee for the benefit of Fujisawa and Cardiome for such sublicensee to observe and perform materially the same terms and conditions as those set out for Cardiome in this Agreement to the extent applicable. In the event that Cardiome becomes aware of a material breach of any such sublicense by the sublicensee, Cardiome shall promptly notify Fujisawa of the particulars of same and use its Commercially Reasonable Efforts to enforce the terms of such sublicense.

Appears in 1 contract

Samples: Collaboration and License Agreement (Cardiome Pharma Corp)

Sublicenses. Genocea shall Teva will have the right to sublicense the grant (whole or partial) Sublicenses with respect to its rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatunder Section 4.1, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory on terms and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to conditions consistent with the terms and conditions of this Agreement, and Teva will be entitled to determine the commercial terms of any such Sublicense; provided, however, that with respect to each Sublicense, (a) Teva will promptly notify Company upon signature, amendment or termination thereof and will provide Company with the name of the Sublicensee and the scope and territory of such Sublicense, (b) Teva will guarantee and be responsible for the making of all payments due, and the making of any reports under this Agreement with respect to Net Sales of Licensed Products by its Sublicensees and shall contain their compliance with all applicable terms of this Agreement, and conditions consistent (c) each Sublicensee agrees in writing to comply with those in the terms of this Agreement, including confidentiality maintaining books and indemnity records pursuant to applicable laws and regulations and permitting Company to review such books and records in accordance with the terms of this Agreement. The grant of any Sublicenses will not relieve the Parties of or reduce their obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees each other under this Agreement. If The term of any Sublicense will be limited to the term of the License and will terminate upon the expiration or the termination of the License for any reason whatsoever; provided, however, upon termination of this Agreement terminates pursuant to Section 11.2.2 for breach or bankruptcy of Teva and if the Sublicensee is not then in breach of any reasonmaterial provision of its Sublicense or this Agreement and is not, any or has not been, an Affiliate of Teva, then Company will be obligated, at the joint request of the Sublicensee and Teva made within thirty (30) days after such termination of Genocea that is then not in default shallthis Agreement, from the effective date of to enter into a new license agreement with such termination, automatically become a direct licensee of Isconova with respect to and Sublicensee on substantially the same License terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicenseethis Agreement, as further set forth limited in scope, term or otherwise by the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result terms of the preceding sentenceoriginal Sublicense, which shall have been disclosed in full to Company. Teva will provide Company with an executed copy of each Sublicense agreement and any amendments thereto within thirty (30) days of execution of the relevant Sublicense agreement or amendment; provided, however that Teva may redact from such agreement any Confidential Information that Teva, in its reasonable discretion, determines is not material to Company.

Appears in 1 contract

Samples: Exclusive License Option Agreement (Cocrystal Pharma, Inc.)

Sublicenses. Genocea COMPANY shall have the right to grant sublicenses, either exclusive or non-exclusive, of its rights under Section 2.1 only during the EXCLUSIVE PERIOD . Such sublicenses may extend past the expiration date of the EXCLUSIVE PERIOD, but any exclusivity of such sublicense shall expire upon the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea expiration of the EXCLUSIVE PERIOD. COMPANY shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against M.I.T. (and/or WXXXXXXXX, HARVARD or HOSPITAL) or assists another party in bringing a PATENT CHALLENGE against M.I.T. (and/or WXXXXXXXX, HARVARD or HOSPITAL) (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. In addition, any sublicense that contains a grant of rights under the HARVARD PATENT RIGHTS shall state that the license granted therein in subject to a pre-existing license to the HARVARD PATENT RIGHTS of the scope described in Section 2.2(b). COMPANY shall promptly furnish M.I.T. with a fully signed photocopy of any sublicense agreement, and M.I.T. may send a copy thereof to HHMI in confidence. Upon termination of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is SUBLICENSEE not then not in default shall, shall have the right to seek a license from the effective date of M.I.T. M.I.T. agrees to negotiate in good faith such termination, automatically become a direct licensee of Isconova with respect to licenses in good faith under reasonable terms and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceconditions.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (Enumeral Biomedical Holdings, Inc.)

Sublicenses. Genocea Licensee shall have the right to sublicense the rights granted by Isconova grant sublicenses (through multiple tiers) to Genocea its Affiliates and Third Parties under its license in Sections 3.1.1 through 3.1.3: Section 2.1, provided that, unless Genocea obtains Isconova’s Licensee shall not grant such sublicenses to any Third Party without the prior written consentconsent of Licensor (except as may be necessary in connection with the engagement of a Third Party contract services provider to Develop, Genocea Manufacture and/or Commercialize the Licensed Products on Licensee’s behalf, solely in the Territory), such consent not to be unreasonably withheld or delayed. Each sublicense shall only be able include the following obligations: (a) a requirement that the sublicensee comply with all applicable terms of this Agreement, (b) if such sublicense contains a right to Commercialize Licensed Products, such sublicense such rights to will also contain the following provisions: (i) one (1) Third Party in each country in a requirement that the Territory sublicensee submit applicable sales or other reports to Licensee to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement, and (ii) those Third Parties who a requirement that such sublicensee submit to the audit requirement set forth in Section 5.7, and (c) provisions whereby Licensee obtains (i) assignment and transfer of ownership and possession of, or a right to reference all Regulatory Materials and Regulatory Approvals Controlled by such sublicensee that relate to any Licensed Product (which assignment or right of reference may also be provided directly to Licensee), and (ii) ownership of, or a fully sublicensable (through multiple tiers) license under and to, any Know-How and Patent Rights that are engaged for developed by or on behalf of the distribution sublicensee in the performance of such agreement and are reasonably necessary or useful to the Development, Manufacture or Commercialization of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 which license shall be subject and subordinate exclusive with respect to the terms right to practice such Know-How and conditions of this Agreement and Patent Rights outside the Territory). Licensee shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains remain primarily responsible for the acts, errors or omissions, breach, or performance of the obligations hereunder by each of its Sublicensees under this Agreementsublicensees. If this Agreement terminates for Licensee shall provide Licensor with a copy of any reasonsublicense agreement it enters into, any Sublicensee of Genocea within thirty (30) days after the execution thereof, provided that is then not in default shallsuch copy may be subject to redaction as Licensee reasonably believes appropriate to protect confidential business information, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to including financial provisions and on the same terms other sensitive information as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceapplicable.

Appears in 1 contract

Samples: License Agreement (Chinook Therapeutics, Inc.)

Sublicenses. Genocea 2.4.1 Enzon shall have the right to sublicense all the rights granted by Isconova in Section 2.1 to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense its Affiliates. Enzon hereby unconditionally guarantees the performance of any such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant Affiliates hereunder as if they were signatories to this Section 3.1.5 shall be subject and subordinate Agreement to the terms and conditions extent the performance or lack of performance is a breach of this Agreement. A breach by any such Affiliate of any such obligation shall constitute a breach by Enzon of this Agreement and shall entitle Inex to exercise its rights hereunder, in addition to any other rights and remedies to which Inex may be entitled. 2.4.2 Enzon shall also have the right to sublicense all the rights granted in Section 2.1 to Third Parties, subject to the following: (a) Prior to the execution of any sublicense, Enzon shall provide Inex with at least the following information with respect to each potential Sublicensee: (i) the identity of the Sublicensee; (ii) the territory in which the Product will be sold; and (iii) a copy of the draft sublicense. (b) Each sublicense shall contain covenants by the Sublicensee for the benefit of Inex to observe and perform similar terms and conditions consistent with to those in this Agreement. All sublicenses granted by Enzon shall be personal to the Sublicensee and shall not be further sublicensable or assignable without the prior written consent of Inex. Such sublicenses shall terminate upon the termination of Enzon's rights granted herein unless events of default are cured by Enzon or Sublicensee within sixty (60) days after notification by Inex of default and/or as provided by the terms of this Agreement. (c) Enzon may grant such sublicenses only with the prior written consent of Inex, which shall not be unreasonably withheld. *** Indicates the omission of confidential material pursuant to a request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The Confidential material is being filed separately with the Secretary to the Securities and Exchange Commission. (d) Unless otherwise agreed in the Elan Consent, Enzon may grant such sublicenses only with the prior written consent of Elan, which consent may be withheld in Elan's absolute discretion. (e) Any Sublicensee which wishes to grant a further sublicense shall comply with the terms of this Section as if the further sublicense were a sublicense hereunder, including confidentiality providing to Enzon and indemnity obligations comparable Inex the information described in this Section with respect to those set forth hereineach potential sub-sublicensee, and obtaining the consent referred to in this Section, prior to the execution of any such sub-sublicense. (f) In the event that Enzon becomes aware of a material breach of any such sublicense by the Sublicensee, Enzon shall promptly notify Inex of the particulars of same and take all reasonable steps to enforce the terms of such sublicense. Genocea Enzon shall cause any Sublicensee remain responsible to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible Inex for the performance compliance of its Sublicensees each such Sublicensee with the financial and other obligations due under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at Upon the request and of Inex, Enzon shall act reasonably in considering any request of Inex for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations Enzon to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceterminate such sublicense.

Appears in 1 contract

Samples: Development Agreement (Enzon Pharmaceuticals Inc)

Sublicenses. Genocea Each sublicense granted hereunder shall have be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions sufficient to enable Licensee to comply with this Agreement. Licensee shall provide to BIDMC a fully signed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the right same, excluding sublicenses granted to sublicense third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (i) one (1) Third Party in each country in Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the Territory and extent that such redaction does not impact BIDMC’s ability to confirm Licensee’s compliance with this Agreement. Notwithstanding the foregoing, Licensee will disclose to BIDMC the identity of the Sublicensee (ii) those Third Parties who are engaged excluding, for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Contractors). Any sublicense which is not in accordance with the forgoing provisions shall be null and void. Any Sublicensee who is granted a sublicense by Genocea and Distributor agreement under this Section 3.1.5 Agreement shall not be able to sub-sublicense their sublicensed rights to provide for termination of any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions hereunder upon termination of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth hereinfor any reason. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance Upon termination of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee and Distributor not then in default under its agreement shall have the right to seek a license from BIDMC. BIDMC agrees to negotiate such licenses in good faith under reasonable terms and conditions consistent with this Agreement. Upon Licensee’s request during the term of Genocea this Agreement, BIDMC agrees to provide, on a timely basis, a letter to an existing or potential Sublicensee specifically named by Licensee stating that, in the event of termination of this Agreement, BIDMC will grant a license to Sublicensee under terms and conditions to be no less favorable as a whole than those granted to Sublicensee by Licensee, provided that Sublicensee is then not in default shallof its sublicense agreement with Licensee at the time such license is to be granted by BIDMC and provided that BIDMC shall not assume any obligation of Licensee to Sublicensee under such agreement, from except for the effective date license granted. Licensee’s right to request and Sublicensee’s right to acquire such letter are specifically conditioned on BIDMC’s review of such terminationthe final, automatically become a direct licensee of Isconova with respect to executed sublicense agreement between Sublicensee and Licensee and on BIDMC’s conclusion, at its reasonable discretion, that such sublicense agreement is reasonable and in the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit best interests of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result commercialization of the preceding sentencePatent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (X4 Pharmaceuticals, Inc)

Sublicenses. Genocea 3.1. LICENSEE shall have the right to sublicense the rights granted by Isconova grant sublicenses to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s SUBLICENSEES under this Agreement only with XXXXXXX’x prior written consent, Genocea which shall only not be able unreasonably withheld. LICENSEE shall provide XXXXXXX with a final, un-redacted copy of such sublicense agreement thirty (30) days prior to the execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such rights sublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (i) one (1) Third Party in each country in the Territory except for payment obligations, for which LICENSEE shall remain financially responsible); and (iid) those Third Parties who are engaged for the distribution of Licensed Products shall prohibit further sublicensing except on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Productsterms consistent with this Article 3. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 LICENSEE shall not be able also include provisions in all sublicenses to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementprovide that, in the form attached hereto event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as Exhibit E. Genocea remains primarily a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its Sublicensees SUBLICENSEE (including without limitation, making all payments due to XXXXXXX by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without XXXXXXX’X prior written permission. 3.2. LICENSEE shall pay royalties to XXXXXXX on NET SALES of LICENSED TECHNOLOGIES by its SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES. 3.3. XXXXXXXX agrees that it has sole responsibility to promptly: (i) provide XXXXXXX with a copy of any amendments to sublicenses granted by LICENSEE under this Agreement and to notify XXXXXXX of termination of any sublicense; and (ii) deliver copies of all reports provided to LICENSEE by SUBLICENSEES, to the extent such reports relate to obligations of LICENSEE and SUBLICENSEES under this Agreement. 3.4. If this Agreement terminates for In addition, LICENSEE shall pay to XXXXXXX a percentage of any reasonSUBLICENSE INCOME according to the following schedule: Prior to NDA Filing [***]% Payment of SUBLICENSE INCOME shall be made within thirty (30) days of LICENSEE’S receipt of the SUBLICENSE INCOME. Notwithstanding any provision herein to the contrary, any Sublicensee upon reaching a milestone event described in Section 4.3, LICENSEE shall pay XXXXXXX the greater of Genocea that is then not (1) the milestone payment described in default shall, from Section 4.3 or (2) the effective date amount of such termination, automatically become a direct licensee the SUBLICENSE INCOME pertaining to the reaching of Isconova with respect to and on the same terms as milestone event. In the rights originally sublicensed event that the greater of the aforementioned two options is the milestone payment described in Section 4.3, then the amount of the SUBLICENSE INCOME pertaining to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit reaching of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances same milestone event shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencenot be due.

Appears in 1 contract

Samples: Exclusive License Agreement (Kintara Therapeutics, Inc.)

Sublicenses. Genocea Neurelis shall have the right to sublicense grant sublicenses under any portion or all of the rights granted by Isconova license set forth in Section 3.1 to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s one or more Affiliates and/or third parties without the prior written consent, Genocea consent of Aegis. Neurelis shall only be able to give Aegis prompt written notice of each sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 License Agreement, and shall deliver a copy of each sublicense to Aegis within twenty (20) days after execution of the same; provided that Aegis shall not disclose the terms or existence of any such sublicense to any third party other than UAB pursuant to the UAB Licensing Agreement. Neurelis shall be permitted to redact the financial terms from any such sublicense; provided that Neurelis shall not be able permitted to sub-redact any terms from any such sublicense their sublicensed rights that UAB requires Aegis to disclose to UAB pursuant to the UAB Licensing Agreement. Promptly after the Effective Date, Aegis shall use good faith efforts to obtain UAB’s consent to permit Neurelis to redact any Third Party other than those Third Parties and all financial terms in any such sublicense. In the event that UAB does not consent to permit Neurelis to redact any and all financial terms in any such sublicense, prior to disclosure of such financial terms to UAB, Aegis shall use good faith efforts to enter into agreements with UAB and the relevant individual(s) who are engaged for shall have access to such sublicenses in form and substance acceptable to Neurelis pursuant to which the distribution confidentiality of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentsuch financial terms is protected. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the applicable terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this License Agreement, including confidentiality an obligation on the sublicensee to file royalty reports to Neurelis, which reports shall be subject to audit by Neurelis (but not Aegis). Neurelis agrees to audit such sublicensees at Aegis’ reasonable request; provided that the timing and indemnity scope of any such audit are consistent with Neurelis’ business practices and such requests by Aegis shall not exceed one (1) request per Calendar Year per sublicensee. Neurelis shall remain liable to Aegis for sublicensee’s exercise of any of Neurelis’ rights and sublicensee’s performance of Neurelis’ obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner under this License Agreement, in including, but not limited to, payment of royalties, keeping of records and reporting of sales as if the form attached hereto as Exhibit E. Genocea remains primarily responsible for sublicensee’s sales were Neurelis’ sales. For purposes of clarity, the performance of its Sublicensees right to “have manufactured” and to “have sold” shall not be considered to be a sublicense under this License Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: License Agreement

Sublicenses. Genocea (a) Prior to granting any sublicense to a Sublicensee, Abaris shall have so notify Mayo in writing, setting forth the right name of the entity and any of its affiliates that will receive or may receive rights and setting forth a deadline for response, which in no event shall be less thirty days from the date the notice is effective pursuant to Section 10.05. In the event Mayo reasonably expects that the grant of such sublicense would, in and of itself, generate negative publicity for Mayo or be injurious to Mayo’s name, goodwill, reputation or image, Mayo shall notify Abaris. Such notice shall include a description of Mayo’s reasons for objecting to such sublicense. Upon receiving such notice, Abaris shall not grant such sublicense unless the rights granted by Isconova parties agree in writing otherwise following further good faith discussions. In the event Mayo provides no such notice to Genocea in Sections 3.1.1 through 3.1.3: provided thatAbaris, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense Abaris may grant such rights to sublicense. (ib) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a Any sublicense by Genocea Abaris of licenses granted to it under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 Sections 3.01 shall be subject and subordinate to consistent with the terms and conditions of this Agreement contract, and shall contain terms require acknowledgement and conditions consistent with those in acceptance of Mayo’s warranty and representation disclaimers under Article 6.00 of this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genoceacontract, and Isconova agrees that it shall confirm the foregoing in writing at the request and otherwise include provisions for the benefit of Mayo and its Affiliates, including, at least, those of Sections 3.03, 3.04, 3.06 and 6.04 and Article 7 of this contract. Any purported sublicense by Abaris of licenses granted to it under Sections 3.01 that violates the requirements of this Section 3.02 shall be void and of no effect. Promptly upon the execution of each sublicense of licenses granted to Abaris under Section 3.01, Abaris shall deliver a copy of the sublicense, redacting financial terms, to Mayo for verification purposes. For purposes of this Section 3.02, the sale by Abaris or its Affiliates of a Licensed Product shall not be considered a sublicense. (c) Upon the Termination of this contract for any reason other than pursuant to Section 7.01 of this contract, each sublicense granted by Abaris to a Sublicensee under this contract shall terminate within ninety (90) days and it shall be the responsibility of Abaris to provide notice of Termination to each Sublicensee. During such ninety (90) day period, Mayo shall, if requested by any such Sublicensee, as further set forth engage in good faith negotiations with such Sublicensee for the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result continuation of the preceding sentencelicense granted by Abaris to such Sublicensee on similar terms and conditions. Mayo shall have no obligation to continue or grant a sublicense or license to such Sublicensee.

Appears in 1 contract

Samples: Technology License Contract (Corus Pharma Inc)

Sublicenses. Genocea Licensee shall have the right to sublicense grant sublicenses under the rights license granted by Isconova to Genocea Licensee under Section 2.01 in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s each case only upon prior written consentconsent (such consent not to be unreasonably withheld, Genocea conditioned or delayed) of Sutro and subject to the remainder of Section 2.02, provided that Licensee may grant sublicenses to its Affiliates without prior written notice to Sutro so long as such Affiliate remains an Affiliate of Licensee. Where Licensee or its Affiliates grants such sublicense to a Person that is not an Affiliate of Licensee, such Person shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged a “Sublicensee” for the distribution purposes of Licensed Products on behalf of Genoceathis Agreement, including but not limited and any Person to wholesalerswhich a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, retailers however, that any Person that is engaged and distributors of Licensed Products. For the avoidance of doubtappointed by Licensee, its Affiliates and/or Sublicensees as a Third Party Sublicensee who is granted a sublicense by Genocea under this service provider pursuant to Section 3.1.5 2.01(b) solely to enable such Person to provide such services shall not be able a “Sublicensee” for purposes of this Agreement. Licensee, its Affiliates and its Sublicensees shall ensure that all Persons to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee which they grant sublicenses (including but not limited to wholesalers, retailers and distributors of Licensed Productsa) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the comply with all terms and conditions of this Agreement, and, without limiting the foregoing (b) are bound by obligations of confidentiality that are no less restrictive than those contained in this Agreement and provisions sufficient to ensure that any Product-Related IPR developed by them will be fully assigned to Licensee, (c) agree to comply with 4.06(c) to the same extent Licensee is obligated thereunder, and (d) do not have the right to grant further sublicenses. Within [*] days after the execution of each sublicense agreement, Licensee shall contain provide to Sutro a copy of such each agreement (which may be redacted to remove any sensitive information not necessary for Sutro to verify its compliance with the terms and conditions consistent with those of this Agreement). Licensee shall remain liable for any action or failure to act by any Sublicensee under the licenses granted in Section 2.01 by Licensee, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by Licensee. In the event of early termination of this Agreement, including confidentiality and indemnity obligations comparable all sublicenses granted to those set forth herein. Genocea Sublicensees in accordance with the terms hereof shall cause automatically be revoked without any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and further action on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit part of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceSutro.

Appears in 1 contract

Samples: License Agreement (Sutro Biopharma, Inc.)

Sublicenses. Genocea shall have the right to 3.1 Licensee and its Affiliates may grant through multiple tiers (and may amend such sublicenses) provided that each such sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory is consistent with and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement Agreement. For sublicenses covering Licensed Products [***], Licensee shall provide MSK with a complete copy of each such sublicense agreement (or amendment) and any associated agreements between it (or its Affiliate) and the Sublicensee, or between an existing Sublicensee and its subsequent Sublicensee, provided that such agreement or amendment may be redacted to remove confidential information that does not relate to Licensed Product or Licensed Rights. Licensee shall contain terms and conditions consistent also promptly provide MSK with those in full executed copies of such agreements. All such documents shall be deemed Confidential Information of Licensee. 3.2 Licensee shall remain responsible for performance of all its obligations under this Agreement, including confidentiality and indemnity notwithstanding the grant of any sublicense. It is agreed that such obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for may be satisfied by the performance by one or more Sublicensees. Any sublicense for Licensed Products shall by its terms require that the Sublicensee comply with the provisions of its Sublicensees under this Agreement. If this Agreement terminates for any reasonthat by their terms are required to be performed by a Sublicensee, any Sublicensee including the restrictions, limitations, and obligations of Genocea Articles 11, 13, and 14 and Sections 6.1 and 7.6, and shall provide that MSK is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova third-party beneficiary with respect to such Articles and on Sections. Any breach by a Sublicensee shall be considered a breach by Licensee, provided that MSK shall not have the same terms as right to terminate the licenses and other rights originally sublicensed provided to Licensee under this Agreement with respect to a specific Licensed Product pursuant to Section 17.4 for an uncured breach by Sublicensee if (i) such breach was not made at the direction of, or with the approval of, Licensee, (ii) [***], and (iii) Licensee promptly terminates the sublicense after the end of the applicable cure period. 3.3 Licensee shall promptly provide MSK with a copy of any notice of breach, termination, or the like sent to or received from a Sublicensee, with respect to the Sublicensee by Genoceaapplicable sublicense agreement hereunder, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater sublicense covering a Licensed Product other than those owed to Genocea hereunder as a result of the preceding sentence[***].

Appears in 1 contract

Samples: Exclusive License Agreement (Atara Biotherapeutics, Inc.)

Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (ia) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate Subject to the terms and conditions of this Agreement, Incyte shall have the right to grant sublicenses through multiple tiers of sublicensees under the licenses granted in Section 2.1 to its Affiliates and Third Parties; provided that Incyte [ * ] shall obtain Calithera’s prior written consent, which shall not be unreasonably withheld, for any such sublicense granting a Third Party the right to Detail any Licensed Product in the U.S.; and provided further that Incyte shall remain responsible for its obligations under this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily be responsible for the performance of its Sublicensees under the relevant sublicensee, and any such sublicenses shall be consistent with and subject to the applicable terms and conditions of this Agreement. If this Agreement terminates for Incyte shall monitor compliance with and use commercially reasonable efforts to enforce the terms of any reasonsublicense agreements against its sublicensees, and shall require that its sublicensees also use commercially reasonable efforts to enforce the terms of any Sublicensee sublicense agreements with further sublicensees. Incyte shall provide Calithera with a copy of Genocea that is then not each executed sublicense agreement which grants Development or Commercialization rights (under which Incyte or any further sublicensee grants a sublicense), within [ * ] after execution thereof, which shall be treated by Calithera as Incyte’s Confidential Information and, without limiting the foregoing, which Calithera shall have the right to provide to Mars in default shall, from a redacted form to be agreed to by the effective date of such termination, automatically become a direct licensee of Isconova Parties as Confidential Information (as defined in the Mars Agreement) with respect to which Calithera is the Disclosing Party (as defined in the Mars Agreement), subject to the confidentiality provisions of the Mars Agreement; provided that, upon Incyte’s request, Calithera shall (i) [ * ] and on (ii) use reasonable efforts to cause Mars to enter into and execute same; provided further that, [ * ]. [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) In no event shall Incyte or any Affiliate or sublicensee have the same terms as right to grant any sublicense that [ * ] to any Third Party without the prior written consent of Calithera, subject to the further written consent of Mars, which consent shall not be unreasonably withheld, conditioned, or delayed. Calithera will have the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in Section 10.2(b) (notwithstanding the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations cure period set forth therein) with respect to any Sublicensee that are greater than those owed to Genocea hereunder as a result breach by Incyte or an Affiliate or sublicensee of the preceding sentencesentence [ * ], unless Incyte or its Affiliate or sublicensee terminates such [ * ] after written notice from Calithera. As used above, [ * ].

Appears in 1 contract

Samples: Collaboration and License Agreement (Calithera Biosciences, Inc.)

Sublicenses. Genocea 6.1. The Company shall have be entitled to grant one or more Sublicenses in accordance with the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory applicable terms and (ii) those Third Parties who are engaged for the distribution conditions of Licensed Products on behalf of Genoceathis Agreement, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement section 6, only after obtaining Yissum’s written approval regarding the identity of the Sublicensee and the material terms of the Sublicense, such approval not to be unreasonably denied or withheld. In the event that a sublicense is a Pharmaceutical Sublicensee (as defined in Section 6.3), the prior written approval of Yissum shall not be required, provided however Yissum shall be notified in advance and in writing of the material terms of the Sublicense and any amendment thereof. 6.2. The Company shall provide Yissum with an executed copy of any Sublicense within ten (10) days of its execution. Any material amendments to a Sublicense other than a Sublicense with a Pharmaceutical Sublicensee, shall be subject to Yissum’s prior written approval which shall not be unreasonably denied or withheld. The Company shall provide Yissum with an executed copy of such amendment to the Sublicense within ten (10) days of the execution of such amendment. 6.3. Any Sublicense shall be dependent on the validity of the License and shall contain terminate upon termination of the License, provided, however, that, for each Sublicense granted to a Pharmaceutical Sublicensee, upon termination of the License with the Company, if the Pharmaceutical Sublicensee is not then in breach of its Sublicense agreement with the Company such that the Company would have the right to terminate such Sublicense, Yissum shall be obligated, at the request of such Pharmaceutical Sublicensee, to enter into a new license agreement with any Pharmaceutical Sublicensee on substantially the same terms and conditions consistent with as those contained in the respective Sublicense agreement, provided that such terms shall be amended, if necessary, to the extent required to ensure that such agreement does not impose any obligations or liabilities (i) on the Company (without derogating from any liability due to the Company’s breach or such other liabilities that survive the termination of the Agreement), or (ii) on Yissum which are not included in this Agreement, including confidentiality and indemnity obligations comparable to those set forth hereinapplied mutatis mutandis. Genocea “Pharmaceutical Sublicensee” shall cause any mean a Sublicensee to execute an Isconova Commercial Partner Agreement, that is a company in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance pharmaceutical industry with annual sales of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceleast $500,000,000 (Five Hundred Million US Dollars).

Appears in 1 contract

Samples: Research and License Agreement (Therapix Biosciences Ltd.)

Sublicenses. Genocea shall have 4.1 Company may grant Sublicenses, which may be further sublicensed one time by the right Sublicensee, to sublicense the some or all of its rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution Agreement, provided that there is no uncured material default or breach of Licensed Products this Agreement by the Third Party Sublicensee (including but not limited to wholesalersCompany at the time of the grant, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the grant complies with the terms and conditions of this Agreement Article. Company shall be and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily remain responsible for the performance by each Sublicensee of its Sublicensees the Company’s obligations under this Agreement. If Any purported Sublicense entered into by Company in violation of the requirements of this Article 4 or another provision of this Agreement terminates shall constitute a material breach of this Agreement, and shall be null and void and without effect. 4.2 Company shall provide Georgetown written notice as to the identity of any proposed Sublicensee and to Company’s knowledge whether the Sublicensee is involved in a legal proceeding against Georgetown. If the proposed Sublicensee is involved in a legal proceeding against Georgetown, Company shall not enter into any Sublicense without the prior written approval of Georgetown. Georgetown shall respond to Company’s notice regarding identity and legal proceeding against proposed Sublicensee within fifteen (15) business days. Company shall promptly provide to Georgetown a true and complete copy of each executed Sublicense and amendments thereto within thirty (30) days of the date of execution of such Sublicense and amendment. Any documents provided under this Section shall be subject to Article 8 (Confidentiality). 4.3 Georgetown and Company mutually agree on the importance of ensuring that Licensed Products are made available to people in all economic strata around the world. On a country-by country and case-by-case basis in countries in which there is at least one valid claim and where the Company has already made its First Commercial Sale of a Licensed Product in a Licensed Territory, Company shall take commercially reasonable measures to Sell and/or offer for any reasonSale Licensed Product to public sector entities in Developing Territories, provided that in each case, such public sector entity has put into place adequate measures to ensure that the Licensed Product will only be used in the country in the Developing Territory which such public sector entity is located and will not be used to diagnose, test, analyze, review, or produce data, or be distributed outside to, directly or indirectly, any person or entity outside of the such country in the Developing Territory. Company or Sublicensee agrees that if it directly sells or distributes such Licensed Products into the Developing Territory then such Licensed Products will be sold at a price the profit margin for which shall be in accordance with the generally accepted accounting principles, commonly abbreviated as GAAP. Company or Sublicensee shall not be required to distribute to any Developing Territory if such distribution would violate any law, rule, regulation, treaty or order or to the extent that such Developing Territory materially restricts or prohibits the termination of any Sublicensee or distributor in such Developing Territory. 4.4 Company shall be responsible to ascertain, compute, audit, and collect all consideration that is payable by the Sublicensee and to enforce the performance by the Sublicensee of Genocea that is then not in default shall, from its obligations under the effective date Sublicense. Each Sublicense granted by Company pursuant to this Agreement shall include an audit right by Georgetown of such termination, automatically become a direct licensee Sublicensee of Isconova with respect to and on the same terms scope as provided in Article 10. 4.5 Any Sublicense granted by Company shall provide for the rights originally sublicensed termination of the Sublicense, or the conversion to a license directly between the Sublicensee by Genoceaand Georgetown, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit option of the Sublicensee, upon the termination of this Agreement under Article 12. This conversion is subject to Georgetown approval and contingent upon acceptance by the Sublicensee of the remaining provisions of this Agreement. 4.6 Company agrees to contractually obligate each Sublicensee to comply with all applicable terms of this Agreement and to include a requirement that the Sublicensee use its commercially reasonable efforts to bring the subject matter of the Sublicense into commercial use as further set forth quickly as is reasonably possible. 4.7 Each Sublicense granted by Company shall: (i) not contain any provision which would result in any loss, damage to, or diminution in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result value or integrity of the preceding sentencePatent Rights or other rights licensed under this Agreement; and (ii) prohibit further sublicensing by Sublicensee without the prior written consent of Georgetown (which consent shall not be unreasonably withheld).

Appears in 1 contract

Samples: Exclusive License Agreement (GTX Inc /De/)

Sublicenses. Genocea shall have (a) The rights and licenses granted pursuant to Section 2.1 (Exclusive License for the Products) include the right to grant sublicenses through multiple tiers pursuant to a written sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatagreement (each a “Sublicense Agreement”); provided, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to that (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 such Sublicense Agreement shall be consistent with and subject and subordinate to the terms and conditions of this Agreement; (ii) Licensee shall remain fully responsible to Ligand for the performance of its Sublicensee(s) with respect to Licensee’s obligations under the terms of this Agreement; (iii) Licensee shall reserve the right under each Sublicense Agreement to conduct an audit of its Sublicensee in a comparable manner to Section 3.12 (Audit Rights), it being understood that commercially sensitive information may be redacted from such copies, to the extent such information is not necessary to verify compliance hereunder and the terms, conditions and existence of such Sublicense Agreement shall contain terms be deemed the Confidential Information of Licensee. Licensee shall provide Ligand with a fully-executed copy of any Sublicense Agreement with a Third Party (redacted as necessary to protect confidential or commercially sensitive information) reflecting any such sublicense promptly after the execution thereof. (b) Should this Agreement terminate for any reason, any Sublicense Agreement granted by Licensee under this Agreement shall remain in effect and conditions consistent is hereby assigned to Ligand, provided that (i) Licensee or the Sublicensee provides Ligand with an unredacted copy of such agreement within fifteen (15) days after termination of this Agreement, unless an unredacted copy previously has been provided to Ligand; (ii) the Sublicensee agrees in writing to an assignment of such Sublicense Agreement to Ligand and to the payment of all consideration to Ligand that otherwise would have been payable in connection with such Sublicense Agreement to Ligand by Licensee under this Agreement; (iii) any obligations in such Sublicense Agreement that are greater than or inconsistent with the obligations of Ligand under this Agreement shall be reduced in scope to match those in this Agreement, including confidentiality if practicable, or terminated if such reduction in scope is not practicable; and indemnity (iv) the Sublicensee agrees in writing that all obligations comparable arising prior to those set forth herein. Genocea such assignment remain the responsibility of Licensee and that Ligand is released from any and all liability relating to such obligations; otherwise said sublicense will be terminated. (c) Licensee shall cause any Sublicensee remain obligated to execute an Isconova Commercial Partner Agreement, in make all payments due to Ligand under the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance terms of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit activities of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceits Sublicensees.

Appears in 1 contract

Samples: License Agreement (Ligand Pharmaceuticals Inc)

Sublicenses. Genocea The LLC shall have the right to sublicense grant sublicenses of the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: hereunder, provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to : (i) one (1) Third Party each Sublicensee shall have agreed in each country in writing to keep books and records and permit CYTOGEN to review such books and records pursuant to the Territory relevant provisions, and to comply with all terms of this Agreement expressly applicable to a Sublicensee of the LLC; and (ii) those Third Parties who are engaged for within 15 days of granting any such sublicense the distribution LLC shall give written notice of Licensed Products on behalf such grant to CYTOGEN and provide CYTOGEN with a copy of Genocea, including but not limited to wholesalers, retailers and distributors such sublicense. No consent or approval of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 CYTOGEN shall be subject required in connection with the granting of such sublicenses. Upon reasonable request of any Sublicensee of the LLC, CYTOGEN shall cooperate with such Sublicensee to execute, acknowledge, and subordinate deliver all documentation, further assurances and other instruments solely with respect to the terms existence and conditions good standing of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner without limitation copies of the SKICR Agreement, in as amended through the form attached hereto as Exhibit E. Genocea remains primarily responsible for relevant date, and correspondence relating thereto; provided, that, subject to Section 3.4, CYTOGEN will not (i) be or become obligated to pay any fees or unreimbursed expenses; (ii) incur any additional obligations; or (iii) be required to amend or deemed to have amended this Agreement or the performance SKICR Agreement, solely by reason thereof. Without limiting the generality of the foregoing, it is understood and agreed that the LLC may grant sublicenses to its Affiliates (“Affiliate Sublicensees”) of all or any part(s) of its Sublicensees under rights hereunder, in accordance with this Agreement. If this Agreement terminates for any reasonSection 3.2; provided, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations be a condition to any such sublicense to such an Affiliate Sublicensee that are greater than those owed such Affiliate Sublicensee agrees to Genocea hereunder as a result make available directly to CYTOGEN, upon the prior written request of CYTOGEN, such portion of sums owing by such Affiliate Sublicensee to the preceding sentenceLLC under the relevant sublicense agreement to which CYTOGEN is entitled under Article 5 hereof.

Appears in 1 contract

Samples: Psma/PSMP License Agreement (Progenics Pharmaceuticals Inc)

Sublicenses. Genocea (a) Subject to Sections 2.2(b) and 2.2(c) and 5.9 below, neither Party shall grant any Sublicense to any Third Party without the prior written consent of the other Party. For clarity, each Party shall have the right to perform any of its obligations or exercise any of its rights under this Agreement through one or more Affiliates of such Party without the other Party’s prior consent ; provided that (a) any such performance or exercise shall not have any adverse tax or financial impact on the other Party and (b) such first Party shall be fully responsible for its Affiliates’ performance hereunder. (b) In the event that BMS does not exercise its option to co-Promote the Licensed Product pursuant to Section 6.2, ZAI shall have the right to sublicense Commercialization rights for the rights granted by Isconova Licensed Product, [*]. (c) In the event ZAI elects ZAI Commercialization Opt Out pursuant to Genocea in Sections 3.1.1 through 3.1.3: provided thatSection 6.3, unless Genocea obtains Isconova’s BMS shall have the right to grant Sublicenses without the prior written consentconsent of ZAI. (d) In the event that a Party grants a Sublicense to a Third Party, Genocea the following terms and conditions shall only be able to sublicense such rights to apply: (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 such Sublicense shall be subject and subordinate to consistent with the terms and conditions of this Agreement (including the geographic limitations), and shall contain terms and conditions consistent with those in not impair (A) the sublicensing Party’s ability to perform its obligations under this Agreement or (B) the non-sublicensing Party’s rights under this Agreement; (ii) promptly after the execution of such Sublicense, including confidentiality the sublicensing Party shall provide a copy of such Sublicense to the non-sublicensing Party with financial and indemnity other confidential or proprietary commercial terms redacted (to the extent that such other commercial terms are not reasonably necessary for the non-sublicensing Party to determine the sublicensing Party’s compliance with and payment obligations comparable to those set forth herein. Genocea under this Agreement); (iii) The sublicensing Party shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily remain responsible for the performance of its Sublicensees under this Agreement. If , the payment of all payments due, and making reports and keeping books and records, and shall use commercially reasonable efforts to monitor such Sublicensee’s compliance with the terms of such Sublicense; and (iv) any rights granted by ZAI in a Sublicense (to the extent such sublicensed rights are granted to ZAI in this Agreement) shall [*]; provided that each such Sublicensee shall [*]. (e) It shall be a material breach of this Agreement terminates for either Party to enter into any reason, any Sublicensee of Genocea that is then Sublicense hereunder not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova material compliance with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.this Section 2.2

Appears in 1 contract

Samples: License Agreement (Zai Lab LTD)

Sublicenses. Genocea shall have Either Party may grant and authorize sublicenses (through multiple tiers of sublicensees) within the right scope of the licenses granted to sublicense it pursuant to this Agreement subject to the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3following: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (ia) one (1) Third the sublicensing Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution relieved of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea its obligations pursuant to this Section 3.1.5 Agreement as a result of such sublicense and shall remain fully responsible and liable for any action or omission of such sublicensee which would constitute a breach of this Agreement if committed by the sublicensing Party as if the sublicensing Party had committed such action or inaction itself, (b) the sublicensee shall expressly agree in writing to be bound by and be subject and subordinate to the terms and conditions of this Agreement in the same manner and to the same extent as the sublicensing Party, (c) the sublicensing Party shall, at its own expense, investigate each report and indication of breach of any of its sublicense agreements, and the sublicensing Party shall contain promptly report to non-sublicensing Party any breach learned of or discovered by sublicensing Party, (d) the sublicensing Party shall diligently enforce the terms and conditions consistent of each sublicense agreement, including without limitation, by (i) pursuing all appropriate judicial and administrative action and relief in the event of any breach of its sublicense agreement and (ii) upon the non-sublicensing Party’s request, terminating the sublicense agreement upon a breach thereof, (e) with those in the prior written consent of the non-sublicensing Party, not to be unreasonably withheld. For clarity, Unity shall remain responsible for all activities, including milestone and other payments due to Ascentage under this Agreement, including confidentiality and indemnity obligations comparable by or relating to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceUnity’s sublicensees.

Appears in 1 contract

Samples: Compound License Agreement (Unity Biotechnology, Inc.)

Sublicenses. Genocea shall have the right to 3.1 Licensee and its Affiliates may grant through multiple tiers (and may amend such sublicenses) provided that each such sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory is consistent with and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement Agreement. Licensee shall provide MSK with a complete copy of each such sublicense agreement (or amendment) and any associated agreements between it (or its Affiliate) and the Sublicensee, or between an existing Sublicensee and its subsequent Sublicensee, provided that such agreement or amendment may be redacted to remove confidential information that does not relate to Licensed Product or Licensed Rights. Licensee shall contain terms and conditions consistent also promptly provide MSK with those in full executed copies of such agreements. All such documents shall be deemed Confidential Information of Licensee. 3.2 Licensee shall remain responsible for performance of all its obligations under this Agreement, including confidentiality and indemnity notwithstanding the grant of any sublicense. It is agreed that such obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for may be satisfied by the performance by one or more Sublicensees. Any sublicense shall by its terms require that the Sublicensee comply with the provisions of its Sublicensees under this Agreement. If this Agreement terminates for any reasonthat by their terms are required to be performed by a Sublicensee, any Sublicensee including the restrictions, limitations, and obligations of Genocea Articles 11, 13, and 14 and Sections 6.1 and 7.6, and shall provide that MSK is then not a third-party [ * ] = Certain confidential information contained in default shallthis document, from marked by brackets, is filed with the effective date Securities and Exchange Commission pursuant to Rule 406 of such terminationthe Securities Act of 1933, automatically become a direct licensee of Isconova as amended. beneficiary with respect to such Articles and on Sections. Any breach by a Sublicensee shall be considered a breach by Licensee, provided that MSK shall not have the same terms as right to terminate this Agreement pursuant to Section 17.4 for an uncured breach by Sublicensee if (i) such breach was not made at the rights originally sublicensed direction of, or with the approval of, Licensee, (ii) [ * ], and (iii) Licensee promptly terminates the sublicense after the end of the applicable cure period. 3.3 Licensee shall promptly provide MSK with a copy of any notice of breach, termination, or the like sent to or received from a Sublicensee, with respect to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceapplicable sublicense agreement hereunder.

Appears in 1 contract

Samples: Exclusive License Agreement (Atara Biotherapeutics, Inc.)

Sublicenses. Genocea 6.1. The Company shall have be entitled to grant Sublicenses under the right License granted pursuant to sublicense Section 2.1 on terms and conditions in compliance and not inconsistent with the rights granted by Isconova to Genocea terms of this Agreement (except that the royalty rates may be different than those set forth in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea this Agreement). Such Sublicenses shall only be able to sublicense such rights to made (i) one (1) Third Party for consideration and in each country in the Territory arm’s length transactions; and (ii) those Third Parties who are engaged for to entities that the distribution Company reasonably believes have the commercial and scientific capabilities and resources to continue the development and commercialization of Products as required pursuant to this Agreement. 6.2. The Company shall notify Yissum in writing whether a proposed Sublicensee is an Affiliate or is otherwise related to the Company. In addition, the Company shall provide Yissum with an executed copy of the Sublicense agreement within 10 days of its execution. The Company will provide Yissum with an executed copy of any material amendments to the Sublicense agreement within 10 days of the execution of such amendment provided, however, that the Sublicense agreement may be redacted to the extent that it contains terms unrelated to the Licensed Products Technology. 6.3. A Sublicensee shall be entitled to further Sublicense its rights under the Sublicense agreement, provided that any such further Sublicensee meets the criteria set forth in Section 6.1, and such further Sublicensee is a pharmaceutical company with annual revenues of at least US $100 million. 6.4. Any Sublicense shall be dependent on behalf the validity of Genoceathe License and shall terminate upon termination of the License, subject to the terms of Section 15.4. 6.5. The Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach resulting in termination of the Sublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee, including but the termination of the Sublicense. In all cases, the Company shall immediately notify Yissum of any breach of the material terms of a Sublicense, and shall copy Yissum on all correspondence with regard to such breach. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Furthermore, in the context of any Sublicense, the Company will obtain an agreement from the relevant Sublicensee that such Sublicensee may only use the Licensed Technology and any related information received from the Company in connection with the further development and/or commercialization of a Product pursuant to the terms of the Sublicense agreement, and will keep same confidential; and (ii) naming Yissum as a third party beneficiary with the right to directly enforce the use and confidentiality provisions described in Subsection (i) above and the reporting provisions set out in Sections 6.6 and 8.2 below. 6.6. Without derogating from the generality of Section 6.5 above, the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon reasonable request, the Company shall provide such reports to Yissum. 6.7. Any act or omission of the Sublicensee which is not limited promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best efforts to wholesalerspromptly cure, retailers and distributors including termination of Licensed Productsthe Sublicense, shall constitute a breach of this Agreement by the Company provided, however, that any such breach shall be subject to a cure period consistent with the terms of this Agreement. 6.8. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 The Company shall not be able entitled to sub-sublicense their sublicensed grant any rights whatsoever in respect of the Licensed Technology or the Product to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreementthird party, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner rights of distribution/distributorship, except by means of a Sublicense or Subcontracting Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: Research and License Agreement (Scopus BioPharma Inc.)

Sublicenses. Genocea COMPANY shall have the right to grant sublicenses of its rights under Section 2.1 only during the EXCLUSIVE PERIOD. Such sublicenses may extend past the expiration date of the EXCLUSIVE PERIOD, but any exclusivity of such sublicense shall expire upon the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in expiration of the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentEXCLUSIVE PERIOD. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall SUBLICENSEE must be subject and subordinate to the a written agreement that contains obligations, terms and conditions in favor of HHMI or the HHMI INDEMNITEES (as later defined herein), as applicable, that are substantially similar to those undertaken by COMPANY in favor of HHMI or the HHMI INDEMNITEES, as applicable, under this Agreement and intended for the protection of the HHMI Indemnitees, including, without limitation, the obligations, terms and conditions regarding indemnification, insurance and HHMI’s third-party beneficiary status. Moreover, each such agreement shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against M.I.T. or assists another party in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY shall promptly furnish M.I.T. with a fully signed photocopy of any sublicense agreement. Upon termination of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is SUBLICENSEE not then not in default shallshall have the right to seek a license from M.I.T. M.I.T. agrees to negotiate such licenses in good faith under reasonable terms and conditions. [***] Certain information in this document has been excluded pursuant to Regulation S-K, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to Item 601(b)(10). Such excluded information is not material and on the same terms as the rights originally sublicensed would likely cause competitive harm to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceregistrant if publicly disclosed.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (SQZ Biotechnologies Co)

Sublicenses. Genocea Company shall have the right to sublicense grant Sublicenses through multiple tiers with respect to the rights granted by Isconova licensed to Genocea in Sections 3.1.1 through 3.1.3Company under Section 2.1: (x) to an Affiliate without the prior written consent of BMS and (y) to a Third Party subject to BMS’ prior written consent (not to be unreasonably withheld, delayed or conditioned), provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory case (x) and (ii) those Third Parties who y), such Sublicenses are engaged for granted solely in accordance with this Section 2.2: 2.2.1 Company shall have the distribution of Licensed Products on behalf of Genocea, including but not limited right to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, enter into a Sublicense Agreement with a Third Party Sublicensee who is granted a sublicense by Genocea Party, provided that: (a) such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and, shall not limit Company’s ability to fully perform all of its obligations under this Section 3.1.5 Agreement or BMS’ rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to be bound to Company by terms and conditions that allow Company to fully perform the corresponding terms and conditions of this Agreement; (c) promptly after the execution of such Sublicense Agreement, Company shall provide a copy of such Sublicense Agreement to BMS subject to reasonable redactions to the extent not necessary to confirm Company compliance with this Agreement; (d) Company shall remain primarily responsible for all payments due and the making of reports under this Agreement by its Sublicensees and for compliance by its Sublicensees with all applicable terms of this Agreement (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof), and shall use Commercially Reasonable Efforts to monitor such Sublicensees’ compliance with the terms of such Sublicense. Company shall remain jointly and severally liable with each of its Sublicensees (whether or not such Sublicensee is an Affiliate of Company) for any failure by such Sublicensee to comply with the terms and conditions of this Agreement; (e) the Sublicensee shall assume and agree in writing to be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products bound by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to comply with the terms and conditions of this Agreement in the same manner as Company, including, without limiting the generality of the foregoing, any such Sublicensee shall agree in writing (i) to maintain insurance coverage at no less than the levels set forth in Section 12.4, (ii) to keep books and records substantially in accordance with Section 8.7, including permitting audit and inspection rights in accordance with Sections 8.7.3 and 8.7.4, (iii) the right of termination provided in Section 13.2.4, and (iv) to grant to BMS rights consistent with Section 2.4; (f) such Sublicensee shall contain not have the right to grant further Sublicenses with respect to the Development or Commercialization of Licensed Products, except in accordance with and subject to all of the terms and conditions consistent of this Section 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Company in a Sublicense Agreement (to the extent such Sublicense rights are granted to Company in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Company with those respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Company under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and within [***] of such termination the Sublicensee agrees in writing to be bound directly to BMS under a license agreement substantially similar to this Agreement with respect to the rights Sublicensed hereunder, substituting such Sublicensee (a “Surviving Sublicensee”) for Company, and provided further that (A) such license agreement shall not prejudice any remedy either Party may have against the other in connection with such termination of this Agreement (in whole or in part); (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be less than or equal to the scope of the rights that had been sublicensed by Company to the Surviving Sublicensee pursuant to the Sublicense Agreement; (C) Company shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, including confidentiality to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, sublicensees from and after the effective date of such termination, automatically become a direct licensee of Isconova with respect ; (D) such license agreement shall obligate the Surviving Sublicensee to and on the same terms as the rights originally sublicensed pay directly to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further BMS amounts corresponding to those set forth in Article 8 which are payable based on the Isconova Commercial Partner Agreement. Notwithstanding activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the foregoing, under no circumstances shall Isconova have obligations to effective date of such termination; (E) the Sublicensee cures any Sublicensee that are greater than those owed to Genocea hereunder as a result payment default of the preceding sentenceCompany to BMS as of the effective date of termination; and (F) such license agreement shall not modify the rights and obligations of the Parties following any termination of this Agreement in whole or in part; and (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement.

Appears in 1 contract

Samples: License Agreement (Homology Medicines, Inc.)

Sublicenses. Genocea Kissei shall have the right to grant sublicenses under the licenses granted in Section 2.1, subject to Section 2.10: (a) to an Affiliate of Kissei without Rigel’s express prior written consent and without providing any written notice to Rigel, provided that such sublicense the rights granted by Isconova will terminate if such sublicensee no longer qualifies as an Affiliate of Kissei. (b) to Genocea a Third Party other than as set forth in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconovasubsection (a) above with Rigel’s express prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for unreasonably withheld or delayed. All sublicenses granted under the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers licenses granted in Section 2.1 shall be in writing and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject to, and subordinate to consistent with, the terms and conditions of this Agreement and shall contain provide that any such Sublicensee (for clarity, including any distributor, but not including any contract research organization engaged to conduct Development activities) shall not further sublicense except with the consent of Kissei and Rigel, which consent shall not be unreasonably withheld or delayed. Kissei shall ensure that each agreement with a Sublicensee grants Rigel all rights with respect to Data, Inventions, and Regulatory Filings made or generated by such Sublicensee as if such Data, Inventions, and Regulatory Filings were made or generated by Kissei. Kissei shall be responsible for the compliance of its Affiliates, Sublicensees (for clarity, including any distributors and contract research organization engaged to conduct Development activities), and their subcontractors with the terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reasonKissei shall provide written notice to Rigel of each sublicense granted to a Third Party hereunder, any Sublicensee of Genocea that is then not in default shall, from specifying the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit name of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding territory, and the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result duration of the preceding sentencesublicense. [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.

Appears in 1 contract

Samples: Collaboration and License Agreement (Rigel Pharmaceuticals Inc)

Sublicenses. Genocea Each Licensee and its Affiliates shall have the right to sublicense grant sublicenses to the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatit under Section 2.1 to Third Parties, unless Genocea obtains Isconova’s prior written consent, Genocea shall however only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and as Naked Sublicenses, or (ii) those Third Parties who in connection with a Platform Alliance. Each Naked Sublicense shall be subject to the prior written approval of MI, which shall not unreasonably be withheld. A Licensee proposing to grant a Naked Sublicense shall inform MI in writing at least 30 days prior to the intended signature of any such sublicense agreement in sufficient detail (in particular regarding financial terms and other relevant information) to permit MI to decide whether or not to approve. Any requested approval is deemed to be granted if MI does not refuse the approval in writing within 30 (thirty) days after receiving the necessary information; in particular, MI may withhold its approval if MI deems the received information not sufficient. Each sublicense granted under this Agreement shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement. The applicable Licensee shall be liable that any subsequent sublicenses granted by its Sublicensees are engaged for subject and subordinate to, and consistent with, the distribution terms and conditions of Licensed Products on behalf this Agreement. Within 30 days after the signature of Genoceaeach sublicense granted under this Agreement, including but not limited to wholesalers, retailers and distributors the applicable Licensee shall provide Ml with a reasonably redacted copy of Licensed Productsthe signed sublicense agreement. ***Confidential Treatment Requested For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 and notwithstanding the existence or terms of the Licensees’ Agreement, the Parties acknowledge and agree that Regulus shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged considered a Sublicensee of Alnylam and/or Isis for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions purposes of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: License Agreement

Sublicenses. Genocea The LLC shall have the right to sublicense grant sublicenses of the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: hereunder, provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to : (i) one (1) Third Party each Sublicensee shall have agreed in each country in -------- writing to keep books and records and permit CYTOGEN to review such books and records pursuant to the Territory relevant provisions, and to comply with all terms of this Agreement expressly applicable to a Sublicensee of the LLC; and (ii) those Third Parties who are engaged for within 15 days of granting any such sublicense the distribution LLC shall give written notice of Licensed Products on behalf such grant to CYTOGEN and provide CYTOGEN with a copy of Genocea, including but not limited to wholesalers, retailers and distributors such sublicense. No consent or approval of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 CYTOGEN shall be subject required in connection with the granting of such sublicenses. Upon reasonable request of any Sublicensee of the LLC, CYTOGEN shall cooperate with such Sublicensee to execute, acknowledge, and subordinate deliver all documentation, further assurances and other instruments solely with respect to the terms existence and conditions good standing of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner without limitation copies of the SKICR Agreement, in as amended through the form attached hereto as Exhibit E. Genocea remains primarily responsible for relevant date, and correspondence relating thereto; provided, that, subject to Section 3.4, -------- CYTOGEN will not (i) be or become obligated to pay any fees or unreimbursed expenses; (ii) incur any additional obligations; or (iii) be required to amend or deemed to have amended this Agreement or the performance SKICR Agreement, solely by reason thereof. Without limiting the generality of the foregoing, it is understood and agreed that the LLC may grant sublicenses to its Affiliates ("Affiliate Sublicensees") of all or any part(s) of its Sublicensees under rights hereunder, in ----------------------- accordance with this Agreement. If this Agreement terminates for any reasonSection 3.2; provided, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations be a condition to any -------- such sublicense to such an Affiliate Sublicensee that are greater than those owed such Affiliate Sublicensee agrees to Genocea hereunder as a result make available directly to CYTOGEN, upon the prior written request of CYTOGEN, such portion of sums owing by such Affiliate Sublicensee to the preceding sentenceLLC under the relevant sublicense agreement to which CYTOGEN is entitled under Article 5 hereof.

Appears in 1 contract

Samples: Psma/PSMP License Agreement (Cytogen Corp)

Sublicenses. Genocea Upon termination of the Agreement for any reason, all rights and licenses of any Sublicensee existing at the time of termination shall survive for a period of three (3) months, during which time the Sublicensee shall have the right option, with written notice to sublicense Xxxxxxx delivered within thirty (30) days prior to the rights granted by Isconova expiration of such three (3) months, to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted enter into a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for agreement with Deverra on the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the same terms and conditions of this Agreement and shall contain terms and conditions consistent with those as are set forth in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in except that the form attached hereto as Exhibit E. Genocea remains primarily responsible for scope of the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova Sublicensee’s rights with respect to and on the Licensed IP shall remain the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreementits sublicense agreement with Licensee. Notwithstanding the foregoing, each Sublicensee’s right to enter into a new license agreement (a) shall only be available to the extent Licensee had provided Deverra with a copy of the agreement granting the Sublicense to such Sublicensee as required under Section 2.2, and (b) shall not be available to a given Sublicensee if such Sublicensee’s actions or inactions resulted in termination of this Agreement pursuant to Section 7.3 or 7.5, such Sublicensee’s Sublicense shall automatically terminate upon termination of this Agreement. In no circumstances event shall Isconova Deverra have any obligations of any nature whatsoever with respect to (x) any past, current or future obligations that Licensee may have had, or may in the future have, for the payment of any obligations owing to Sublicensee pursuant to such Sublicense, (y) any past obligations whatsoever, and (z) any future obligations to any Sublicensee that are greater than beyond those owed to Genocea hereunder Licensee as a result of the preceding sentenceset forth herein.

Appears in 1 contract

Samples: License Agreement (Coeptis Therapeutics Holdings, Inc.)

Sublicenses. Genocea IGEN shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights grant sublicenses to (i) one (1) Third Party in each country in the Territory any Affiliate of IGEN and (ii) those Third Parties who are engaged for other entities not being IGEN Affiliates (such other entities being the distribution of Licensed Products "Sublicensees") on behalf of Genocea, including but not limited condition that the sublicense is in writing and binds the IGEN Affiliate or Sublicensee to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea conditions applicable to IGEN under this Section 3.1.5 Agreement and to the conditions applicable for IGEN Affiliates and Sublicensees stated in this Agreement. IGEN's Affiliates and Sublicensees shall not be able have no right to sub-sublicense their sublicensed to any third party. IGEN shall cause each Affiliate or Sublicensee to assign to IGEN any and all intellectual property rights to Roche Licensed Patent Rights, Roche Licensed Technology or Hitachi Intellectual Property Rights which such Affiliate or Sublicensee may develop or create. IGEN shall indemnify ROCHE and its Affiliates (and their respective officers, directors, shareholders, representatives, employees, consultants and agents and each of the heirs, executors, successors and assigns of the foregoing) against any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee loss, cost, damage or liability (including but not limited reasonable attorneys' fees) arising from IGEN's failure to wholesalers, retailers and distributors perform its obligations under the preceding sentence. IGEN shall provide ROCHE with a copy of Licensed Products) without Isconova’s prior written consent. Each each sublicense granted by Genocea pursuant IGEN hereunder with respect to this Section 3.1.5 Hitachi Intellectual Property Rights or PCR Technology within ten (10) days following execution of such sublicenses. ROCHE may deliver copies of such sublicenses with respect to Hitachi Intellectual Property Rights or PCR Technology to ROCHE Licensors. IGEN shall ensure and be subject liable for full compliance therewith for its permitted sublicensees. On a semi-annual basis, IGEN shall provide to each of its Affiliates and subordinate Sublicensees, with a contemporaneous copy to the terms and conditions ROCHE, a written description of IGEN's obligations under this Agreement and shall contain terms the steps to be taken by IGEN and conditions consistent its Affiliates and Sublicensees to ensure compliance with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth hereinobligations. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in Contemporaneously with the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date delivery of such terminationdescription, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it IGEN shall confirm the foregoing notify ROCHE in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceall sublicenses with Affiliates or Sublicensees.

Appears in 1 contract

Samples: Improvements License Agreement (Igen International Inc /De)

Sublicenses. Genocea ALIMERA may grant sublicenses to sublicensees that are consistent with the terms and conditions of this Agreement, provided that [*]. Unless otherwise consented to in writing by EMORY (such consent not to be unreasonably withheld or delayed), [*]. ALIMERA shall have the right include in any sublicense granted pursuant to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatthis Agreement, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in a provision requiring the Territory sublicensee to indemnify EMORY and maintain liability coverage substantially to the same extent that ALIMERA is so required pursuant to Articles 10.2 and 10.4 of this Agreement and (ii) those Third Parties who are engaged the right for EMORY or ALIMERA to audit the distribution sublicensee to the same extent that ALIMERA is so required pursuant to Article 4.4 of this Agreement. Notwithstanding the foregoing, [*]. ALIMERA shall provide EMORY with complete copies of all sublicense agreements within [*] after their execution date, provided that ALIMERA shall have the right, prior to disclosing to EMORY, to redact such copies to remove the confidential business information of the sublicensee to the extent that such information does not relate to the Licensed Products on behalf of GenoceaPatents and/or Licensed Technology, including but not limited the business plans and research plans of the sublicensee related solely to wholesalers, retailers and distributors of technology other than the Licensed ProductsPatents and/or Licensed Technology. For the avoidance of doubt, a Third Party Sublicensee who is granted a ALIMERA may not remove the economic terms of such sublicense by Genocea under this Section 3.1.5 agreements to the extent that such information relates to the Licensed Patents and/or Licensed Technology. EMORY shall not be able to sub-treat all copies of sublicense their sublicensed rights to any Third Party agreements and other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Productsor potential sublicensee) without Isconova’s prior written consent. Each sublicense granted by Genocea information received from ALIMERA as Information pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions Article 11 below. Upon termination of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shallsublicensee shall have the right to seek a license from EMORY to the Licensed Patents and the Licensed Technology, from and EMORY * Certain Information has been omitted and filed separately with the effective date of such termination, automatically become a direct licensee of Isconova Commission Confidential treatment has been requested with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceomitted portions.

Appears in 1 contract

Samples: License and Option Agreement (Alimera Sciences Inc)

Sublicenses. Genocea 2.2.1 Licensee shall have the right to sublicense grant sublicenses under the rights granted by Isconova in Section 2.1 (a) to Genocea in Sections 3.1.1 through 3.1.3: provided thatits Affiliates and (b) to Third Parties, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory of (a) and (iib) those Third Parties who are engaged for solely to the distribution extent of, and consistent with, Licensee’s right to grant sublicenses of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For any Patent rights under the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentapplicable Collaboration Agreement. Each such sublicense granted by Genocea pursuant to this Section 3.1.5 2.2 shall be subject pursuant to a binding written agreement and subordinate to shall be consistent with the terms and conditions of this Agreement and shall contain terms and conditions (including imposing obligations on Sublicensee consistent with those in this Agreementof Licensee under Sections 2.3, including confidentiality 3.7 and indemnity obligations comparable Section 6) and the applicable Collaboration Agreement (each such Affiliate or Third Party to those set forth hereinwhich such sublicense is granted, a “Sublicensee”). Genocea Licensee shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily remain responsible for the performance of its Sublicensees under this Agreement. If such that any act or omission by or on behalf of a Sublicensee that would be a breach of this Agreement terminates for any reasonif undertaken by Licensee, shall be deemed a breach of this Agreement by Licensee. In the event of a material default by any Sublicensee under a sublicense, Licensee will promptly notify Pieris and take such action as necessary to remedy such default. 2.2.2 With respect to any (sub) license agreement(s) entered into with a Sublicensee by Licensee in effect as of Genocea the date at which termination or expiration of this Agreement becomes effective and the Sublicensee’s rights under such Sublicense, to the extent that the Sublicensee is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova good standing with respect to the Sublicense and on was not itself the cause of the termination of this Agreement, Pieris shall negotiate in good faith a direct license with the Sublicensee under the following terms and conditions (provided that such Sublicensee does not, within[***] following the termination or expiration of this Agreement, provide written notice to Pieris of Sublicensee’s election to terminate the Sublicense): (1) the Parties shall negotiate such direct license in good faith in order to execute a direct license within [***] of the termination or expiration of this Agreement, (2) such direct license shall have the same scope, payment and financial terms and non-financial terms as the rights originally sublicensed this Agreement, and (3) such direct license to the Sublicensee by GenoceaPieris shall not place any additional obligations (including but not limited to representations, and Isconova agrees that it shall confirm warranties, or liabilities) on Pieris beyond its obligations under this Agreement without the foregoing in writing at the request and for the benefit prior written consent of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencePieris.

Appears in 1 contract

Samples: Non Exclusive License Agreement (Pieris Pharmaceuticals, Inc.)

Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate Subject to the terms and conditions of this Agreement and shall contain Licensee and each sublicensee’s compliance therewith, Licensee may grant sublicenses through multiple tiers under the rights licensed to Licensee in Sections 2.1.1 and 2.1.2, provided that Licensee does so by written agreement consistent with the terms and conditions consistent of this Agreement. Licensee agrees to provide Children’s with: (a) the identity of any sublicensee; and (b) prompt notification and a copy of each final sublicense agreement and any amendment thereof. Any such sublicense agreement shall name Children’s as a third party beneficiary with those in respect to the indemnification obligations by such sublicensee. In the event of termination of this Agreement, including confidentiality and indemnity obligations comparable in order to those set forth herein. Genocea continue to practice the Licensed Technology, at each sublicensee’s election, such sublicensee shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect NCH under the terms and conditions of this Agreement, to and the extent applicable to the scope of the sublicense granted to such sublicensee, on the same condition that (i) the sublicensee is not then in breach of its sublicense and (ii) sublicensee did not cause or contribute to such termination. Each sublicense agreement shall terminate upon termination of this Agreement. Licensee shall remain **** for ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. each sublicensee’s compliance with the sublicense agreement as if such entity was performing as Licensee under the terms as the rights originally sublicensed to the Sublicensee by Genoceaand conditions of this Agreement, and Isconova agrees that it at Children’s request, Licensee shall confirm audit sublicensee(s) in accordance with the foregoing in writing at the request and for the benefit terms of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations applicable sublicense agreement to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencedetermine compliance.

Appears in 1 contract

Samples: Exclusive License Agreement (AveXis, Inc.)

Sublicenses. Genocea (a) Each sublicense granted hereunder shall have be consistent with and comply with all terms of this Agreement, shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement, shall prohibit any assignment by a Sublicensee without written consent from Hospital, shall provide for restriction on any further Subsequent Sublicenses subject to Section 2.2(b) below, and shall provide that Hospital is a third party beneficiary of all sublicenses and Subsequent Sublicenses. Any sublicense granted by Company shall be subject to the prior written approval of Hospital, which approval shall not be unreasonably withheld or delayed. Company shall remain joint and severably liable with its Sublicensees for performance and payment requirements of all sublicenses and Subsequent Sublicenses. Company shall provide to Hospital a fully signed non-redacted copy of all sublicense and Subsequent Sublicense agreements and amendments thereto, including all exhibits, attachments, and related documents, within thirty (30) days of execution of the same. Upon termination of this Agreement or any license granted hereunder for any reason, any sublicenses and Subsequent Sublicense shall be addressed in accordance with Section 10.7. Any sublicense which is not in accordance with the forgoing provisions shall be null and void. (b) For approved sublicenses, the right of such Sublicensees to grant Subsequent Sublicenses shall be subject to the following restrictions and conditions: (i) Sublicensees shall be prohibited from granting Subsequent Sublicenses without written consent by Company. (ii) In the event that a Sublicensee seeks consent for a Subsequent Sublicense that includes the right to sublicense transfer Product(s) in the rights granted by Isconova United States, Japan, Germany, France, the United Kingdom or Canada, Company shall not consent to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s such Subsequent Sublicense without prior written consentapproval from Hospital, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 approval shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers unreasonably withheld or delayed and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject for purposes of ensuring consistency with the terms of the Agreement. (iii) All Subsequent Sublicenses shall be consistent with and subordinate to the comply with all terms and conditions of this Agreement and Agreement, to the extent that such Subsequent Sublicenses shall contain incorporate terms and conditions consistent sufficient to enable Company and Sublicensees to comply with those in this the Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea (iv) Subsequent Sublicenses shall cause prohibit any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that further sublicense without written consent from Hospital. (v) Any Subsequent Sublicense which is then not in default shall, from accordance with the effective date of such termination, automatically become a direct licensee of Isconova with respect to forgoing provisions shall be null and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencevoid.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (Alopexx, Inc.)

Sublicenses. Genocea (a) BMS shall have the right to sublicense grant to its Affiliates sublicenses of its rights under this Agreement with respect to Aquila Licensed Products (but not the rights granted Adjuvant alone) (a "Sublicense") only for purposes of manufacturing and/or marketing the Aquila Licensed Products developed by Isconova to Genocea in Sections 3.1.1 through 3.1.3: or under continuing development by PROGENICS, provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to that (i) one (1) Third Party in each country in BMS shall guarantee and be responsible for the Territory making of all payments due, and the making of reports under this Agreement, by reason of sales of any Aquila Licensed Products by its Affiliates and their compliance with all applicable terms of this Agreement; and (ii) those Third Parties who are engaged each Affiliate must agree in writing to keep books and records and permit PROGENICS to review such books and records pursuant to the relevant provisions and to observe all other applicable terms of this Agreement. No consent or approval of PROGENICS shall be required in connection with the granting of such sublicenses. (b) BMS shall have the right to grant Sublicenses to Sub-sublicensees only for purposes of manufacturing and/or marketing the distribution of Aquila Licensed Products on behalf of Genoceadeveloped by or under continuing development by PROGENICS, including but except that BMS does not limited have the right to wholesalersgrant such sublicenses with respect to the United States, retailers and distributors of Licensed Products. For the avoidance of doubtprovided that (i) PROGENICS's consent thereto shall be required, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which consent shall not be able unreasonably withheld (it will be reasonable for PROGENICS to subwithhold consent if PROGENICS determines that the capabilities of the proposed Sub-sublicense their sublicensed rights sublicensee are not comparable to any Third Party other than those Third Parties who are engaged BMS's capabilities in the country or countries to be sublicensed); (ii) BMS shall guarantee and be responsible for the distribution making of all payments due, and the making of reports under this Agreement, by reason of sales of any Aquila Licensed Products by the Third Party Sublicensee its Sub-sublicensees and their compliance with all applicable terms of this Agreement; and (including but not limited iii) each Sub-sublicensee must agree in writing to wholesalers, retailers keep books and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea records and permit PROGENICS to review such books and records pursuant to this Section 3.1.5 shall be subject the relevant provisions and subordinate to the observe all other applicable terms and conditions of this Agreement Agreement. (c) BMS hereby unconditionally guarantees the performance of any of its Affiliates and shall contain Sub-sublicensees hereunder. In the event of a breach by an Affiliate or Sub-sublicensee in the observance of applicable terms and conditions consistent with those in of this Agreement, including confidentiality and indemnity obligations comparable PROGENICS shall be entitled to those set forth herein. Genocea shall cause any Sublicensee proceed against either such Affiliate or Sub-sublicensee or directly against BMS, as PROGENICS may determine in its sole discretion, to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under enforce this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: Sublicense Agreement (Progenics Pharmaceuticals Inc)

Sublicenses. Genocea shall have (a) The licenses granted in Section 2.1 include the right to sublicense grant sublicenses (through multiple tiers) by IMI to its Affiliates and Third Parties (each such sublicensed Affiliate, a "Sublicensed Affiliate", each such Third Party sublicensee, a "Sublicensed Third Party", and together collectively the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: "Sublicensees"), provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to that (i) one (1) Third Party in each country in the Territory any such sublicense agreement shall be subject to and subordinate to this Agreement, (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 IMI shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily remain responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reasonhereunder, and (iii) IMI shall have no right to sublicense unless and until the payments to Licensor set forth in Section 5.1 have been made in full. (b) IMI shall provide to each of Licensor and NS timely notification of each substantive negotiation to sublicense rights hereunder and shall thereafter keep each of Licensor and NS reasonably informed as to the substantive progress of such negotiations by providing each of Licensor and NS with significant drafts of term sheets, any final term sheets and drafts of any contracts or sublicense agreements prior to execution thereof so that each of Licensor and NS shall have any opportunity to review the same. All such information, drafts, term sheets, contracts and agreements, and the execution copies thereof referred to in Section 2.2(c), shall be treated as IMI's Confidential Information under the CDA. (c) IMI shall provide to each of Licensor and NS an unredacted execution copy of the sublicense agreement for its Sublicensees and any documents evidencing the consideration paid to IMI or its Affiliates within [**] business days of execution. (d) Each sublicense granted to any Sublicensee hereunder shall terminate immediately upon the termination of Genocea the licenses granted in Section 2.1, provided that is then any such sublicense shall not in default shallterminate, from on a Sublicensee-by-Sublicensee basis, if, as of the effective date of termination of this Agreement pursuant to Section 9, (i) all outstanding amounts owed Licensor by IMI hereunder as of such terminationdate are paid in full within [**] days of such date (whether by IMI, automatically become its Affiliates or Sublicensees), (ii) a direct licensee Sublicensee is not in material default of Isconova its obligations to IMI under its sublicense agreement, and (iii) within [**] days of such termination the Sublicensee agrees in writing to be bound directly to Licensor under a license agreement substantially similar to this Agreement with respect to and on the same terms as the rights originally sublicensed to the such Sublicensee by Genoceahereunder, substituting such Sublicensee for IMI. Licensor and Isconova agrees that it such Sublicensee shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentencepromptly memorialize such direct license.

Appears in 1 contract

Samples: Exclusive License Agreement (Critical Therapeutics Inc)

Sublicenses. Genocea (a) Lilly shall have be entitled to grant sublicenses to its Affiliates and Third Parties for the right purposes of Commercialisation provided that any sublicenses shall be on the terms set forth herein, and, in relation to sublicense sublicenses to non-Affiliates in the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatMajor Markets, unless Genocea obtains Isconova’s shall be entered into only with the prior written consentapproval of Prosidion. (b) Lilly shall notify Prosidion of the identity of any Sublicensee prior to execution of a sublicense and shall provide to Prosidion a true and complete copy of each sublicense agreement and each amendment thereto promptly after the sublicense or amendment has been executed and delivered. (c) No sublicense shall relieve Lilly of any of its obligations hereunder, Genocea and Lilly shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged responsible for the distribution acts and/or omissions of Licensed Products on behalf its Sublicensees and for compliance by them with obligations related hereto. Lilly shall take all steps necessary to enforce such compliance to the extent required to allow Lilly to fully comply with all of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea its obligations under this Section 3.1.5 shall not be able to sub-Agreement. (d) Any such sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject non-sublicensable, shall be granted in respect of the License, for any part of the Field within the Territory, or any part thereof, and subordinate to the shall incorporate terms and conditions at least equivalent to those contained herein. (e) Any sublicense purported to be granted by Lilly and not complying with the terms of this Agreement Section 2.3 shall be deemed invalid and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of no effect until such termination, automatically become a direct licensee of Isconova with respect to and on the same terms time as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that discrepancies are greater than those owed to Genocea hereunder as a result of the preceding sentenceremedied.

Appears in 1 contract

Samples: Exclusive License Agreement (Osi Pharmaceuticals Inc)

Sublicenses. Genocea Licensee may convey some or all of the rights granted in Section 2.1 provided that such conveyances are consistent with all terms of this Agreement, name CSURF as a third party beneficiary, and terminate upon termination of this Agreement, unless CSURF in its sole discretion elects to receive assignment of such sublicense(s) from Licensee or negotiates a direct license to such Sublicensee, with obligations no greater than those to Licensee hereunder. Any Affiliate of Licensee that desires to practice any of the rights licensed by CSURF hereunder shall enter into a sublicense agreement and is referred to in this Agreement as a Sublicensee. Licensee shall have the right to sublicense same responsibility for the rights activities of any Sublicensee as if the activities were directly those of Licensee. Sublicenses granted hereunder shall not be transferable, including by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatfurther sublicensing, unless Genocea obtains Isconova’s without the prior written consent, Genocea approval of CSURF. Licensee shall only be able to sublicense such rights to (i) one (1) Third Party include written notice in each country in the Territory and (ii) those Third Parties who are engaged for the distribution sublicense of Licensed Products on behalf of Genoceaall restrictions, including but not limited to wholesalersthose set forth in this Section, retailers the reserved rights in Section 2.2, and distributors audit rights in Section 5.3. Within seven (7) days of Licensed Productsexecution, Licensee shall promptly notify and provide a copy to CSURF of each agreement with a Sublicensee and each amendment thereof. For the avoidance CSURF’s knowledge of doubt, any Sublicense (including receipt of a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 summary or copy thereof) or communications regarding any Sublicense shall not be able to sub-sublicense their sublicensed rights to constitute any Third Party other than those Third Parties who are engaged for the distribution approval by CSURF of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of such Sublicense or any waiver by CSURF of any terms of this Agreement and shall contain terms and conditions consistent with those in or any rights or remedies available to CSURF under this Agreement, including confidentiality at law, in equity, or otherwise. In the event of any conflict or inconsistency between the terms of any Sublicense and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner the terms of this Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance terms of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceprevail.

Appears in 1 contract

Samples: Exclusive License Agreement (Quara Devices Inc.)

Sublicenses. Genocea LICENSEE shall have the right to grant sublicenses to SUBLICENSEES under this Agreement, provided that (a) LICENSEE shall provide MOFFITT with a final, un-redacted copy of such sublicense agreement thirty (30) days prior to the rights execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such sublicense agreement and (b)any sublicense granted by Isconova LICENSEE shall comply with and be consistent with all the terms and conditions of this Agreement. Any agreement between the LICENSEE and any SUBLICENSEE shall be subject to Genocea in Sections 3.1.1 through 3.1.3: provided thatand subordinate to this Agreement and expressly provide that the provisions of this Agreement shall be directly enforceable against such SUBLICENSEE by MOFFITT. Notwithstanding the foregoing, unless Genocea obtains Isconova’s prior written consent, Genocea LICENSEE shall only be able entitled to sublicense determine the commercial terms of any such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Productssublicense. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 LICENSEE shall not be able also include provisions in all sublicenses to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementprovide that, in the form attached hereto event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as Exhibit E. Genocea remains primarily a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then MOFFITT may terminate the SUBLICENSE within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and for the performance of its Sublicensees under SUBLICENSEE (including without limitation, making all payments due to MOFFITT by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: Exclusive License Agreement (Lion Biotechnologies, Inc.)

Sublicenses. Genocea KHK (or its Affiliates) shall have the right be permitted to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatit hereunder, unless Genocea obtains Isconova’s subject to the prior written consentconsent of Syndax, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which shall not be able unreasonably withheld, conditioned or delayed. KHK, however, acknowledges that any of its sublicenses under the Syndax Patents licensed to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for Syndax from Bayer will require the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent of Bayer, which shall not be unreasonably refused and which Syndax will use Commercially Reasonable Efforts to obtain, but Syndax shall not be liable to KHK if Bayer fails to provide such consent. Each KHK and the applicable Sublicensee shall document each such sublicense granted by Genocea pursuant to this Section 3.1.5 in writing, and the terms of the written sublicense 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If Without limiting the generality of the foregoing, each such written sublicense shall (a) require the applicable Sublicensee to comply with the terms of this Agreement terminates for any reasonAgreement; (b) require that, any Sublicensee of Genocea that is then not in default shall, from the effective date upon a termination of such terminationsublicense, automatically become a direct licensee the Sublicensee must assign to KHK, and provide to KHK full copies of, all Regulatory Approvals and INDs, NDAs and other similar regulatory filings that relate to Products and/or Compounds and are owned or Controlled by such Sublicensee, (such that KHK will be able to, pursuant to Section 13.5.3, assign to Syndax, and provide Syndax with full copies of, all such Regulatory Approvals and regulatory filings upon termination of Isconova this Agreement); and (c) explicitly state that such sublicense will immediately terminate upon termination of this Agreement. KHK shall be responsible for its Sublicensee’s *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. actions and omissions with respect to this Agreement. Promptly after the execution of each written sublicense agreement, KHK shall provide to Syndax a true and on the same terms as the rights originally sublicensed complete copy of such agreement; provided, however, that any financial or other information may be redacted to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of extent not applicable to the Sublicensee, as further set forth ’s compliance with this Agreement. Syndax shall be permitted to provide such redacted copy to Bayer in the Isconova Commercial Partner Agreementconfidence. Notwithstanding the foregoing, under no circumstances KHK shall Isconova have obligations be permitted to any Sublicensee that are greater than those owed sublicense to Genocea its Affiliates the rights granted to it hereunder as a result without obtaining the prior consent of the preceding sentenceSyndax.

Appears in 1 contract

Samples: License, Development and Commercialization Agreement

Sublicenses. Genocea (a) Axxxx Nortye shall have the right to sublicense the grant sublicenses with respect to Adlai Nortye’s rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights and obligations under this Agreement to (i) one (1) Third Party in each country any Affiliates of Axxxx Nortye. Before the consideration of sub-license to any party which is not an Affiliate of Adlai Nortye, Adlai Nortye shall gxxxx to Eisai the first right of refusal to sub-license Adlai Nortye’s rights and obligations in the Territory Product on terms which shall have been offered by any Third Party. Adlai Nortye shall give notice to Eisai of their intent to engage in a sub-license transaction and (ii) those Eisai shall have [***] days to meet the terms of the agreement and enter into a sub-license agreement with Axxxx Nortye. If Eisai provides written confirmation that it is not interested in such a sub-license, then Axxxx Nortye shall have the right to grant sublicenses with respect to Adlai Nortye’s rights and obligations under this Agreement to Third Parties who are engaged for pursuant to Article 6; provided that, with respect to sublicenses granted to Third Parties, subject to Article 6, (x) Adlai Nortye provides Eisai with written notice of such sublicense promptly after the distribution grant of Licensed Products on behalf of Genoceasuch sublicense, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which notice shall not be able required for rights granted to sub-distributors, wholesalers or marketing agents, (y) such sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject in writing and subordinate to shall be consistent with the applicable terms and conditions of this Agreement Agreement, and (z) Axxxx Nortye shall contain terms and conditions consistent with those in remain responsible for performance of this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If . (b) Should this Agreement terminates terminate for any reason, any Sublicensee of Genocea that is then Eisai shall have the right but not in default shall, from the effective date of obligation to grant such termination, automatically become sublicensee under Section 2.3(a) a direct licensee of Isconova license to the Eisai Intellectual Property in the Territory and the Field. (c) Eisai shall have the right to grant sublicenses with respect to the license and on rights granted pursuant to Section 2.2 under this Agreement to (i) any Affiliates of Eisai and (ii) Third Parties, in each of (i) and (ii), solely in connection with carrying out the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further activities set forth in Section 2.2; provided that, with respect to sublicenses granted to Third Parties hereunder (x) Eisai provides Adlai Nortye with written notice of such sublicense promptly after the Isconova Commercial Partner grant of such sublicense, which notice shall not be required for rights granted to distributors, wholesalers or marketing agents, (y) such sublicense shall be in writing and shall be consistent with the applicable terms and conditions of this Agreement. Notwithstanding , and (z) Eisai shall remain responsible for its obligations under this Agreement. (d) Should this Agreement terminate for any reason, Axxxx Nortye shall have the foregoing, right but not the obligation to grant such sublicensee under no circumstances shall Isconova have obligations Section 2.3(c) a direct license to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceAxxxx Nortye Technology in the Territory and outside the Field.

Appears in 1 contract

Samples: Exclusive License Agreement (Adlai Nortye Ltd.)

Sublicenses. Genocea 2.2.1 The Company shall have the right to sublicense rights granted in Section 2.1.1 to its Affiliates. Each sublicense shall contain covenants by the Sublicensee for such Sublicensee to observe and perform materially the same terms and conditions as those set out for the Company in this Agreement, for the benefit of the Company and Licensor. Notwithstanding the foregoing, the Company shall remain primarily responsible for complying with such applicable terms and conditions. A breach by any such Affiliate of any such obligation shall constitute a breach by the Company of this Agreement and shall entitle Licensor to exercise its rights hereunder, in addition to any other rights and remedies to which Licensor may be entitled. 2.2.2 The Company shall also have the right to sublicense rights granted in Section 2.1.1 to third parties, in Company’s sole discretion. The Company shall give Licensor prompt notice of the execution of any sublicense. Within twenty (20) business days after execution of a sublicensing agreement, the Company shall provide Licensor with a copy thereof. Each sublicense shall contain covenants by the Sublicensee for such Sublicensee to observe and perform materially the same terms and conditions as those set out for the Company in this Agreement, for the benefit of the Company and Licensor. The grant of any such sublicensing agreement shall be limited by the rights granted hereunder. Such sublicenses shall include an obligation for the Sublicensee to account for and report its Net Sales in accordance with Section 8.2 of this Agreement. In the event that the Company becomes aware of a material breach of any such sublicense by Isconova the Sublicensee, the Company shall use its commercially reasonable efforts to Genocea enforce the terms of such sublicense. If the Company is unable to enforce the terms of such sublicense after using commercially reasonable efforts, and in Sections 3.1.1 through 3.1.3: any event, if the breach has not been cured within twelve (12) months of the Company becoming aware of the breach, the Company shall inform Licensor of the particulars of the breach and the efforts to enforce the sublicense, and shall act reasonably in considering any request of Licensor for the Company to terminate such sublicense for cause. 2.2.3 The terms of this Section 2.2 shall apply to each subsequent Sublicensee or sub-Sublicensee, as if same were the Company’s original Sublicensee. 2.2.4 In the event that any license granted to the Company under this Agreement is terminated, any sublicense under such license granted prior to termination of said license shall remain in full force and effect, provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to : (a) the Sublicensee is either: (i) one (1) Third Party not then in each country in the Territory and breach of its sublicense agreement, or (ii) those Third Parties who are engaged in breach of its sublicense agreement, but the greater of: (A) 30 days from the date of termination of this Agreement; and (B) the period set out for curing such breach in the distribution of Licensed Products on behalf of GenoceaSublicensee’s sublicense agreement; has not expired, including but not limited and the Sublicensee subsequently cures such breach within such period; (b) the Sublicensee agrees to wholesalers, retailers and distributors of Licensed Products. For be bound to Licensor as the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea licensor under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and license agreement, as modified by the provisions of this Section 2.2.4; (c) the Sublicensee, at Licensor’s written request, assumes in a signed writing the same obligations to Licensor as those assumed by the Company hereunder; (d) Licensor shall contain honor all terms and conditions of the subject sublicense agreement to the extent that such terms and conditions are consistent with those of this Agreement; (e) Licensor shall have the right to receive the greater of (a) any payments payable to the Company under such sublicense agreement; and (b) the payments payable to Licensor under this Agreement; (f) Licensor shall not assume, and shall not be responsible to such Sublicensee for, any representations, warranties or obligations of the Company to such Sublicensee, other than to permit such Sublicensee to exercise any rights to the Technology that are granted under such sublicense agreement consistent with the terms of this Agreement. 2.2.5 Notwithstanding the foregoing, if the Company believes that Licensor has terminated this Agreement for the primary purpose of doing business directly with the Sublicensee, the termination may be disputed under the provisions of Article 10. 2.2.6 Notwithstanding the definition of “Exploit” contained in this Agreement, including confidentiality and indemnity without limiting the Company’s obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreementout in this Section 2.2, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for event that the performance of its Sublicensees under Company desires to have used or have sold a Licensed Product by a third party, the Company shall do so only pursuant to a sublicense made in accordance with this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceSection 2.2.

Appears in 1 contract

Samples: Exclusive License Agreement (MIGENIX Inc.)

Sublicenses. Genocea Eiger shall have the right to sublicense grant Sublicenses with respect to the rights granted by Isconova licensed to Genocea in Sections 3.1.1 through 3.1.3Eiger under Section 2.1: [ * ], provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory case (x) and (iiy), such Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Eiger shall have the right to enter into a Sublicense Agreement [ * ], provided that: (a) those Third Parties who are engaged such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and, shall not limit Eiger’s ability to fully perform all of its obligations under this Agreement (except to the extent assumed by Sublicensee but as to which Eiger remains responsible to BMS for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For performance thereof by the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea Sublicensee) or BMS’ rights under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for Agreement; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers Securities and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea Exchange Commission pursuant to this Section 3.1.5 Rule 406 of the Securities Act of 1933, as amended. (b) in such Sublicense Agreement, the Sublicensee shall be subject and subordinate agree in writing to fully perform the terms and conditions of this Agreement and applicable to the Sublicensee; (c) promptly after the execution of such Sublicense Agreement, Eiger shall contain provide a copy of such Sublicense Agreement to BMS, which copy may be redacted to remove confidential terms that are not necessary for BMS to confirm the Sublicense Agreement’s compliance with, or calculations of Sublicense Revenues under, the terms and conditions consistent of this Agreement; (d) Eiger shall remain primarily responsible and liable for performance of all of its obligations under this Agreement (even where sublicensed or assumed by a Sublicensee) and for compliance by its Sublicensees with those in applicable terms of this Agreement, including confidentiality all payments due (including, without limitation, its payment obligations under Sections 11.1 and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Articles 8 and 10 hereof) and the making of reports under this Agreement on account of its Sublicensees’ activities under the Sublicense Agreement, and shall use Commercially Reasonable Efforts to monitor such Sublicensee’s compliance with and to enforce the terms of such Sublicense Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the applicable terms and conditions of this Agreement in the form attached hereto same manner as Exhibit E. Genocea remains primarily responsible for Eiger, including, without limiting the performance generality of its the foregoing, the Sublicensee shall [ * ]; (f) such Sublicensees under shall [ * ], except with prior written consent of Eiger and BMS in each of their sole discretion and in any event in accordance with and subject to all of the terms and conditions of this Section 2.2 and all of the other terms and conditions of this Agreement. If ; (g) any Sublicense rights granted by Eiger in a Sublicense Agreement (to the extent such Sublicense rights are granted to Eiger in this Agreement terminates for any reasonAgreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Eiger with respect to such sublicensed rights, any Sublicensee provided that such Sublicense rights shall not terminate if, as of Genocea that is then not in default shall, from the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Eiger under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and, within sixty (60) days of such termination, automatically become the Sublicensee agrees in writing to be bound directly to BMS under a direct licensee of Isconova license agreement substantially similar to this Agreement with respect to and on the same terms as the rights originally sublicensed and obligations Sublicensed by Eiger to the Sublicensee by Genoceaunder the Sublicense Agreement, substituting such Sublicensee (a “Surviving Sublicensee”) for Eiger, and Isconova agrees provided further that it (A) such license agreement shall confirm [ * ]; (B) the foregoing in writing at the request and for the benefit scope of the Sublicenseerights granted to and obligations assumed by the Surviving Sublicensee under such license agreement (with respect to licensed activities, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances Licensed Products and territory) shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.[ * ];

Appears in 1 contract

Samples: License Agreement

Sublicenses. Genocea Amgen shall have the right to sublicense grant sublicenses of same or lesser scope with respect to the rights granted by Isconova licensed to Genocea Amgen under Section 2.1 solely in Sections 3.1.1 through 3.1.3accordance with this Section 2.2. (a) Amgen shall have the right to grant Sublicenses in a country or on a regional basis under Licensed Patents and Licensed Know-How; provided, however, that Amgen shall not, without the prior approval of Predix (such approval not to be unreasonably withheld), grant any such Sublicenses that include the right of the Sublicensee to: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party perform research or development of a Program Compound or Program Product prior to the receipt of Approval of the first Program Product in each country in the Territory and a Major Market, or (ii) those Third Parties who are engaged for market or sell a Licensed Product in a Major Market (excluding arrangements with distributors or wholesalers customary in the distribution of Licensed Products on behalf of Genoceaindustry). (b) Subject to Section 2.2(a), including but not limited Amgen shall have the right to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, enter into a Sublicense with a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee Party, provided that: (including but not limited to wholesalers, retailers and distributors of Licensed Productsi) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 such Sublicense shall be subject and subordinate to the terms and conditions of this Agreement Agreement, and shall contain not limit the ability of Amgen (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or limit Predix's rights under this Agreement; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. (ii) promptly after execution of the Sublicense agreement, Amgen shall provide a copy of such Sublicense agreement to Predix, which copy may be redacted to exclude financial terms and conditions consistent with those in this Agreementconfidential scientific information, including confidentiality provided that all other relevant terms and indemnity obligations comparable to those set forth herein. Genocea information shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto be retained and such copy shall be treated as Exhibit E. Genocea remains primarily Amgen Confidential Information hereunder; (iii) Amgen shall remain responsible for the performance of this Agreement and the performance of its Sublicensees under hereunder, the payment of all payments due, and making reports and keeping books and records, and shall cause such Sublicensee to enable Amgen to comply with the terms and conditions of this Agreement. If this Agreement terminates for ; (iv) each Sublicense granted by Amgen to any reasonright licensed to it hereunder shall terminate immediately upon the termination of the license from Predix to Amgen with respect to such right hereunder, any Sublicensee provided that such Sublicense shall not terminate if, as of Genocea that is then not in default shall, from the effective date of such terminationtermination by Predix under Section 12.2, automatically become the Sublicensee is not in material breach of its obligations to Amgen under its Sublicense agreement, and within thirty (30) days of such termination the Sublicensee agrees in writing to be bound directly to Predix under a direct licensee of Isconova license agreement substantially similar to this Agreement with respect to and on the same terms as the rights originally sublicensed hereunder, substituting such Sublicensee (a "Surviving Sublicensee") for Amgen, and provided further that (A) such license agreement shall not prejudice any remedy Predix may have against Amgen for the circumstances which were the basis for such termination by Predix; (B) the scope of the rights granted to the Surviving Sublicensee by Genoceaunder such license agreement (with respect to licensed activities, Licensed Compounds, Licensed Products and Isconova agrees that it territory) shall confirm be equal to the foregoing in writing at the request and for the benefit scope of the Sublicensee, as further rights that had been sublicensed by Amgen to the Surviving Sublicensee pursuant to the Sublicense agreement; and (C) such license agreement shall obligate the Surviving Sublicensee to pay directly to Predix amounts corresponding to those set forth in Sections 7.2, 7.3 and 7.4 hereof which are payable based on the Isconova Commercial Partner Agreementactivities of such Surviving Sublicensee, its Affiliates and its Sublicensees; and (v) Amgen shall have the right to grant to Sublicensees the right to grant further sublicenses of same or lesser scope as its sublicense from Amgen under the grants contained in Section 2.1, provided that such further sublicenses shall be in accordance with and subject to all of the terms and conditions of this Section 2.2 (i.e., a sublicensee shall be subject to this Section 2.2 in the same manner and to the same extent as Amgen) and each such further sublicensee shall be a "Sublicensee" for all purposes hereunder (subject to the exclusions to such definition provided in Section 1.77). For the avoidance of doubt, Amgen shall have the right to grant sublicenses without Predix's consent and without otherwise being subject to the provisions herein relating to the grant or continued effectiveness of Sublicenses, as and to the extent provided in clauses (iii) and (iv) of the definition of the term "Sublicensee". Notwithstanding the foregoing, under no circumstances Amgen shall Isconova have obligations the right to any Sublicensee that are greater than those owed to Genocea hereunder as a result grant Sublicenses of the preceding sentencerights granted to Amgen under Section 2.1 hereof to Third Parties without the consent of Predix for any countries which qualify as Designated Countries at the time of the grant of such Sublicense. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS.

Appears in 1 contract

Samples: License Agreement (EPIX Pharmaceuticals, Inc.)

Sublicenses. Genocea Licensee shall have the right to sublicense grant Sublicenses with respect to the rights granted by Isconova licensed to Genocea in Sections 3.1.1 through 3.1.3Licensee under Section 2.1: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory case (x) and (iiy), such Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Licensee shall have the right to enter into a Sublicense Agreement, provided that: (a) those Third Parties who are engaged such Sublicense Agreement shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and, shall not limit Licensee’s ability to fully perform all of its obligations under this Agreement (except to the extent assumed by SubLicensee but as to which Licensee remains responsible to Licensor for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For performance thereof by the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea SubLicensee) or Licensor’s rights under this Section 3.1.5 Agreement; (b) in such Sublicense Agreement, the SubLicensee shall not be able agree in writing to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to fully perform the terms and conditions of this Agreement and applicable to the Licensee; (c) promptly after the execution of such Sublicense Agreement, Licensee shall contain provide a copy of such Sublicense Agreement to Licensor, which copy may be redacted to remove confidential terms that are not necessary for Licensor to confirm the Sublicense Agreement’s compliance with, or calculations of Sublicense Revenues under the terms and conditions consistent of this Agreement; (d) Licensee shall remain primarily responsible and liable for performance of all of its obligations under this Agreement (even where sublicensed or assumed by a SubLicensee) and for compliance by its SubLicensees with those in applicable terms of this Agreement, including confidentiality all payments due (including, without limitation, its payment obligations under Sections 11.1 and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Articles 8 and 10 hereof) and the making of reports under this Agreement on account of its SubLicensees’ activities under the Sublicense Agreement, and shall use Commercially Reasonable Efforts to monitor such SubLicensee’s compliance with and to enforce the terms of such Sublicense Agreement; (e) the SubLicensee shall assume and agree in writing to be bound by and comply with the applicable terms and conditions of this Agreement in the form attached hereto same manner as Exhibit E. Genocea remains primarily responsible for Licensee, including, without limiting the performance generality of its Sublicensees under the foregoing, the SubLicensee shall [ * ]; (f) such SubLicensees shall, except with prior written consent of Licensee and Licensor in each of their sole discretion and in any event in accordance with and subject to all of the terms and conditions of this Section 2.2 and all of the other terms and conditions of this Agreement. If ; (g) any Sublicense rights granted by Licensee in a Sublicense Agreement (to the extent such Sublicense rights are granted to Licensee in this Agreement terminates for any reasonAgreement) shall terminate effective upon the termination under Article 13 of the license from Licensor to Licensee with respect to such sublicensed rights, any Sublicensee provided that such Sublicense rights shall not terminate if, as of Genocea that is then not in default shall, from the effective date of such termination under Article 13, the SubLicensee is not in material breach of its obligations to Licensee under its Sublicense Agreement, the SubLicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and, within sixty (60) days of such termination, automatically become the SubLicensee agrees in writing to be bound directly to Licensor under a direct licensee of Isconova license agreement substantially similar to this Agreement with respect to and on the same terms as the rights originally sublicensed and obligations Sublicensed by Licensee to the Sublicensee by GenoceaSubLicensee under the Sublicense Agreement, substituting such SubLicensee (a “Surviving SubLicensee”) for Licensee. New agreement between former Sublicense (now licensee) and Isconova agrees that it Licensor shall confirm be negotiated on good faith independent from this agreement. (h) the foregoing provisions of this Section 2.2 shall also apply in writing at the request and for the benefit event of any subsequent amendment or modification of any such Sublicense Agreement; and (i) Licensor shall be made an express third party beneficiary of the Sublicensee, SubLicensee’s obligations under such Sublicense that relate to compliance with the applicable terms and conditions of this Agreement with the express right to enforce same directly against the SubLicensee or against Licensee as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceLicensor may elect .

Appears in 1 contract

Samples: License Agreement (Regen BioPharma Inc)

Sublicenses. Genocea (a) Licensee shall have obtain the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able approval of University to sublicense the terms of any Sublicense by delivery to University of a written request for such rights approval (a “Sublicense Request”). Subject to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubtSection 2.4 below, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 Sublicense Request shall not be able deemed approved upon the terms set forth in such Sublicense Request unless University notifies Licensee of its determination to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for reject such request within ten (10) days of receipt of the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentSublicense Request. Each sublicense granted by Genocea pursuant to this Section 3.1.5 Sublicense Request shall be subject contain the name and subordinate to principal place of business of the proposed Sublicensee and all material terms and conditions of this Agreement the proposed Sublicense. Licensee will provide University with a true, accurate and shall contain terms and conditions consistent complete copy of each Sublicense entered into by Licensee within five (5) business days of execution. Licensee further agrees to provide University with those in this Agreement, including confidentiality and indemnity a copy of each report received by Licensee from a Sublicensee pertinent to any obligations comparable to those set forth herein. Genocea shall cause any of such Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect pay royalties or other sums owing to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner AgreementLicensee. Notwithstanding the foregoing, under each and every Sublicense granted pursuant to this Agreement shall be consistent with this Agreement, and shall contain Sublicensee’s agreement to be bound by, and subject to, this Agreement for the benefit of University, including without limitation the provisions of Article 1, Section 3.6, 3.9, 4.2, 4.3, 5.5, Article 8, and Sections 9.5 through 9.8. (b) Upon termination of this Agreement for any reason, and provided that a Sublicensee is in compliance in all material respects with the terms of its Sublicense as in effect on the date of termination, such Sublicense shall continue in full force and effect in accordance with its terms, with the University substituted for the Licensee with respect to such Sublicense, provided that in no circumstances event shall Isconova University have any obligations of any nature whatsoever with respect to any past, current or future obligations that Licensee may have had, or may in the future have, for the payment or performance of any obligations owing to Sublicensee that are greater than those owed pursuant to Genocea hereunder as a result such Sublicense. Licensee shall not receive from any Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the preceding sentenceprior written consent of University.

Appears in 1 contract

Samples: Exclusive Technology License Agreement

Sublicenses. Genocea The rights and licenses granted to NexMed under Section 2.1 shall have include the right right, with the consent of Allergan, not to sublicense be unreasonably conditioned, - 14 – [***] Confidential Information, indicated by [***], has been omitted by this filing and filed separately with the rights granted by Isconova Securities and Exchange Commission. withheld or delayed, to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able grant sublicenses to sublicense such rights its Affiliates or Third Parties to (i) one (1) Third Party in Exploit the Compound and each country Licensed Product in the Territory and (ii) those Third Parties who are engaged for applicable Field in the distribution of Licensed Products on behalf of GenoceaTerritory; provided, including but not limited that in no event shall NexMed’s ability to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea grant sublicenses under this Section 3.1.5 2.3 conflict with or otherwise diminish Allergan’s Option rights under this Agreement; provided, further, that NexMed shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged (a) remain jointly and severally liable for the distribution performance or non-performance of Licensed Products any such Affiliate or Sublicensee, (b) require each such Affiliate and Sublicensee to agree in writing to be bound by the Third Party applicable terms and conditions of this Agreement, including ARTICLE 6, ARTICLE 8, ARTICLE 9, and ARTICLE 10, and (c) provide to Allergan a written notice setting forth in reasonable detail the nature of such sublicense and the identity of the Affiliate or Sublicensee (including but not limited to wholesalerswhich written notice shall include a copy of any such proposed sublicense agreement). In connection with the grant of any permitted sublicense hereunder, retailers NexMed shall ensure that each such Affiliate or Sublicensee accepts and distributors complies with all of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant the terms and conditions of this Agreement as if such Affiliate or Sublicensee were a party to this Section 3.1.5 Agreement and NexMed shall guarantee and remain obligated for the performance (or failure of performance) of any Affiliate or Sublicensee hereunder. Any such sublicenses shall be consistent with, and subject and subordinate to to, the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this the Existing License Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: License Agreement (Apricus Biosciences, Inc.)

Sublicenses. Genocea FOSUN shall have the right to sublicense grant sublicenses, through multiple tiers of sublicenses, under the rights licenses granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatFOSUN under Section 2.01, unless Genocea obtains Isconova’s to its Affiliates without the prior written consentconsent of Ardelyx, Genocea and to any other Person with the prior written consent of Ardelyx, such consent not to be unreasonably withheld. Where FOSUN or its Affiliates grants such sublicense to a Person that is not an Affiliate of FOSUN, and such Person is not a Distributor, such Person shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged a “Sublicensee” for the distribution purposes of Licensed Products on behalf of Genoceathis Agreement, including but not limited and any Person to wholesalerswhich a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, retailers and distributors of Licensed Products. For the avoidance of doubthowever, a Third Party Sublicensee who that any Person that (a) is granted a sublicense by Genocea under this the license granted to FOSUN pursuant to Section 3.1.5 2.01 solely to enable such Person to provide development services or contract manufacturing services for FOSUN, its Affiliates or Sublicensees, and (b) does not have the right to distribute, market or sell the Licensed Products shall not be able a “Sublicensee” for purposes of this Agreement. FOSUN, its Affiliates and its Sublicensees shall ensure that all Persons to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the which they grant sublicenses comply with all terms and conditions of this Agreement. FOSUN shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.01 by FOSUN, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by FOSUN. Without limiting the foregoing, FOSUN shall obtain rights and shall contain terms licenses from its Affiliates (but only to the extent that such Affiliates are FOSUN’s Sublicensees hereunder) and conditions consistent with those Sublicensees as necessary to enable FOSUN to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as FOSUN grants to Ardelyx pursuant to this Agreement under FOSUN Sole Invention Patents, Sole Program Know-How owned by FOSUN, FOSUN’s interest in this Agreementthe Joint Technology and FOSUN [***] Technology, including confidentiality without limitation the licenses and indemnity obligations comparable rights granted to those set forth hereinArdelyx pursuant to Section 2.05 and Article XI. Genocea FOSUN shall cause remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.01 by FOSUN, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by FOSUN. For clarity, Ardelyx currently expects to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible enter into additional license agreements for the performance further development and commercialization of tenapanor outside of the Territory, and the provisions of this Agreement relating to certain Intellectual Property Controlled by FOSUN, its Sublicensees under this Agreement. If this Agreement terminates for any reasonor Affiliates, any Sublicensee of Genocea or by Ardelyx, its licensees or Affiliates are intended to [***] to Intellectual Property that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova [***] with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees Intellectual Property that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence[***].

Appears in 1 contract

Samples: License Agreement (Ardelyx, Inc.)

Sublicenses. Genocea Flexion shall have the right to sublicense grant sublicenses through multiple tiers under any or all of the rights granted by Isconova in Section 2.1 to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able its Affiliates and to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consentParties. Each such sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in Agreement. In the event of termination of this Agreement, including confidentiality each sublicense granted by Flexion will survive such termination in accordance with the following. (a) In the event of termination of this Agreement by SwRI for material breach by Flexion pursuant to Section 8.3, Flexion shall promptly inform its Sublicensees thereof, and indemnity any valid sublicense will, at the Sublicensee’s option, survive such termination and be deemed the grant of a direct license by SwRI to such Sublicensee, provided that the Sublicensee is not in material breach of any of its obligations comparable under the applicable sublicense agreement. In such event, the consideration for such direct license to such Sublicensee from Licensor shall be the same as that set forth in Section 4.2. (b) In the event of termination of this Agreement by Flexion pursuant to Section 8.2 for convenience or Section 8.3 for SwRI’s material breach, any valid sublicense shall, at the Sublicensee’s option and with SwRI’s prior written consent, not to be unreasonably withheld, conditioned, or delayed, survive such termination; provided, however, that the Sublicensee is not in material breach of any of its obligations under the applicable sublicense agreement. In order to effect this provision, at the request of the Sublicensee and, if applicable, with the consent of SwRI pursuant to the preceding sentence, SwRI shall enter into a direct license with the Sublicensee on substantially the same economic terms as those set forth herein. Genocea in Section 4.2 of this Agreement; it being understood and agreed any such direct license to such Sublicensee shall cause any Sublicensee not require SwRI to execute an Isconova Commercial Partner undertake obligations in addition to those required by this Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of and that SwRI’s rights under such direct license shall be consistent with its Sublicensees rights under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from taking into account the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit scope of the Sublicensee, as further set forth in license granted under such direct license. -3- ***Confidential Treatment Requested; Omitted portions filed with the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.SEC

Appears in 1 contract

Samples: Exclusive License Agreement (Flexion Therapeutics Inc)

Sublicenses. Genocea shall have LICENSEE has the right during the Term to sublicense grant sublicenses to Sublicensees within the rights granted scope of the license grant of Section 2.1. and consistent with the terms of this Agreement, on the condition that: (a) LICENSEE shall cause compliance by Isconova the Sublicensees with the terms and conditions of this Agreement to Genocea in Sections 3.1.1 through 3.1.3: provided thatthe same extent as LICENSEE itself, unless Genocea obtains Isconova’s prior written consent(b) any act or omission of the Sublicensees shall constitute an act or omission of LICENSEE, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (iic) those Third Parties who the Sublicensees shall agree in writing that they are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and that LICENSOR shall contain terms have a right of action against the Sublicensees to the same extent as LICENSEE itself if any breach by a Sublicensee is not remedied by LICENSEE within […***…] after notice from LICENSOR. Any sublicense must be in writing and conditions consistent LICENSEE shall provide LICENSOR with those in this Agreement, including confidentiality and indemnity obligations comparable a copy of each sublicense promptly following its execution. Sublicensees shall be precluded from granting any further sublicense except as necessary to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible engage Distributor(s) for the performance sale of its Sublicensees under this AgreementLicensed Products. If Any sublicense shall be assignable to LICENSOR upon the termination of this Agreement terminates (if such termination shall not have been made by LICENSEE pursuant to Section 11.2.6.), subject to the conditions that LICENSOR have sole discretion to determine whether or not it desires to become a party to any such sublicense, LICENSOR shall not assume any obligations accruing prior to actual assignment to LICENSOR, LICENSEE shall remain solely liable to LICENSOR for any reasonobligations accruing prior to assignment of the sublicense, and the assignment of any Sublicensee of Genocea sublicense to LICENSOR shall be without prejudice to any rights or obligations that is then not in default shall, from have arisen or accrued prior to the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceassignment.

Appears in 1 contract

Samples: Choline License Agreement (ArTara Therapeutics, Inc.)

Sublicenses. Genocea shall have Partner may sublicense (i) the right to sublicense seek and maintain Regulatory Approvals for the rights granted by Isconova to Genocea Product in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country the Field in the Territory during the Term in the Territory (except for the Post Transfer Period in the European Union and the UK), if it is necessary under applicable Law for an Approved Sublicensee to hold any Regulatory Approval for the purpose of Commercializing the Product in the Field and in the Territory, (ii) those Third Parties who are engaged the right to Commercialize the Product in the Field and in the Territory, and (iii) the right to perform Territory-specific quality control testing not performed by Atara, qualified person release and secondary Packaging or Labeling, solely to the extent necessary in countries within the Territory where Partner has no Affiliate responsible for, or capable of, the Commercialization of one or more products within Partner’s pharmaceutical oncology product portfolio (each, an “Approved Sublicensee”); provided, however, that all such sublicenses with an Approved Sublicensee shall be consistent with the terms of this Agreement and that Partner shall be responsible for performance of Partner’s responsibilities under this Agreement to the distribution of Licensed Products extent performed on the Partner’s behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Productsby an Approved Sublicensee as if Partner were itself performing such activities. For the avoidance of doubt, a Third Party an Approved Sublicensee who is granted a sublicense by Genocea may also have the right to perform Cell Selection services pursuant to Section 8.10. All Approved Sublicensees shall have the necessary financial, regulatory and technical capacity to carry out the portion of Partner’s obligations under this Section 3.1.5 shall not be able to sub-sublicense their Agreement sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers thereto and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate required by Partner to perform all activities under this Agreement in compliance with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner applicable Ancillary Agreement, and applicable Law. Should Partner sublicense or assign rights to an Affiliate hereunder and such Affiliate subsequently becomes a non-Affiliate, Partner shall provide written notice to Atara within [***] of such change of such non-Affiliate’s status and such non-Affiliate shall only be permitted to continue performance under the applicable sublicense or assignment if approved in writing by Xxxxx, such approval not to be unreasonably withheld or delayed. Countries for which Partner intends to use Approved Sublicensees are listed on Exhibit A attached hereto. Any and all sublicenses to Third Parties under this Agreement shall require the form attached hereto as Exhibit E. Genocea remains primarily responsible for prior written consent of Atara, such consent not to be unreasonably withheld, and upon Xxxxx’s grant of consent, and following such consent, shall be deemed Approved Sublicensees hereunder. Partner shall, within [***] after granting any sublicense under this Section 2.2 to a non-Affiliate, notify Atara of the grant of such sublicense and provide Atara with a true and complete copy of such sublicense agreement, provided that such copies of such sublicense agreements may be redacted to omit information (including, without limitation, financial terms) not directly relevant to the performance of its Sublicensees Partner’s obligations under this AgreementAgreement and in the case of an Affiliate, notify Atara of the grant of such sublicense and the identity of the Affiliate. Should it be necessary under applicable Law for an Approved Sublicensee to hold any Regulatory Approval for the purpose of Commercializing the Product in the Field and in the Territory, Partner shall provide prior written notice to Atara of such requirement. [***]. If this Agreement terminates for any reason, any such Approved Sublicensee is otherwise acting in the capacity of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms Distributor as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in Section 2.2(b), the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances financial provisions of Section 2.2(b) shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceapply.

Appears in 1 contract

Samples: Commercialization Agreement (Atara Biotherapeutics, Inc.)

Sublicenses. Genocea Amylin shall have at all times be free to grant sublicenses to its Affiliates, provided that any further sublicense by any such Affiliate shall be subject to the terms and conditions of Amgen’s right of first offer under Section 2.6. Subject to Amgen’s right of first offer under Section 2.6, and only as expressly permitted under this Article 2, Amylin may grant sublicenses to Third Parties, which shall allow the grant of further sublicenses by such Third Parties; provided, however, that any such sublicense of rights to a Third Party, other than to a CMO (which is subject to Exhibit H), shall be subject to the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consentconsent of Amgen, Genocea which shall not be unreasonably withheld or delayed; and provided further that any sublicense of Amylin’s rights under the Manufacturing Information shall only be able granted to sublicense such rights to (i) one (1) a Third Party in each country in the Territory and (ii) those Third Parties who are contract manufacturer engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited by Amylin to wholesalers, retailers and distributors of manufacture Licensed Products. For Notwithstanding the avoidance sublicensing of doubtall or part of Amylin’s rights and obligations hereunder, a Third Party Sublicensee who is granted a sublicense by Genocea Amylin shall remain responsible for the full and complete performance of all of Amylin’s obligations and duties under this Section 3.1.5 Agreement. Amylin shall promptly notify Amgen of the granting of any sublicense hereunder and provide to Amgen a copy of the fully-executed agreement under which Amylin granted such sublicense (from which Amylin may redact any confidential information that is not necessary to disclose to Amgen for purposes of confirming compliance with this Agreement). Any such sublicense shall require the Sublicensee to comply with the obligations of Amylin as contained herein. Any such sublicense shall provide for the termination of the sublicense upon termination of this Agreement, except that such sublicense shall not terminate upon termination of this Agreement but instead shall remain in full force and effect if the Sublicensee is not then in material breach of its sublicense agreement and such Sublicensee provides to Amgen within thirty (30) days after termination of this Agreement a written agreement to be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to bound as licensee under the terms and conditions of this Agreement as to the field and territory in which such Sublicensee has been granted rights under its sublicense agreement. Amylin shall contain terms include in any sublicense agreement express language that the terms, conditions and obligations of any such sublicense are subject to the terms, conditions consistent with those in and obligations of this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.

Appears in 1 contract

Samples: License Agreement (Aegerion Pharmaceuticals, Inc.)

Sublicenses. Genocea shall have COMPANY may grant sublicenses to sublicensees, who may in turn grant sub-sublicenses so long as and on the right to sublicense condition that any such sublicensee or sub-sublicensee, as the rights granted case may be, be approved in advance and in writing by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided thatEMORY following notice and request of any such approval by Licensee or sublicensee, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 which approval shall not be able unreasonably denied or delayed; provided further, that any delay in responding to any such request for approval beyond thirty (30) days shall be deemed an approval of such Person for such purpose. All such sublicenses (and sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Productssublicenses) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to further conditioned on each such agreement being consistent with the terms and conditions of this Agreement, provided that COMPANY shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by COMPANY, including, but not limited to, the payment of all fees and shall contain terms and conditions consistent with those in royalties due under this Agreement, including confidentiality whether or not such payments are made to COMPANY by its sublicensees. COMPANY shall (a) use commercially reasonable efforts to enforce the terms of any such agreement against the sublicensee, (b) require the sublicensee to indemnify EMORY and indemnity obligations comparable maintain liability coverage to those set forth hereinthe same extent that COMPANY is so required pursuant to Section 10.2 of this Agreement and (c) retain the right for EMORY to audit any such sublicensee to the same extent that COMPANY is so required pursuant to Section 4.5 of this Agreement. Genocea shall cause COMPANY may also grant any Sublicensee such sublicensee the right to execute an Isconova Commercial Partner Agreement, in cure any payment default on the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance part of its Sublicensees COMPANY under this Agreement. If COMPANY shall provide EMORY with copies of all sublicense agreements within thirty (30) days of their execution date. In the event of any termination of this Agreement terminates for by EXXXX, XXXXX shall deemed the “licensor” under any reason, and all sublicenses having been entered into or otherwise granted by COMPANY so long as any such sublicense conforms to the requirements of this Agreement and such Sublicensee of Genocea that is then shall not otherwise be in default shallunder the terms of its Sublicense, from in which case EMORY shall be bound to the effective date terms of any such terminationsublicense as if it were a party thereto, automatically unless mutually agreed in writing otherwise by EMORY and Sublicensee. Such Sublicensee shall not become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to EMORY should the Sublicensee by Genocea, and Isconova agrees that it shall confirm challenge the foregoing in writing at the request and for the benefit validity or enforceability of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentenceLicensed Patent.

Appears in 1 contract

Samples: License Agreement (Inhibikase Therapeutics, Inc.)