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Common use of Sublicenses Clause in Contracts

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 3 contracts

Samples: Co Development, Co Promote and Profit Share Agreement (2seventy Bio, Inc.), Master Collaboration Agreement (2seventy Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 10.110.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 3 contracts

Samples: Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.)

Sublicenses. The licenses (a) Licensee may sublicense the license and covenants rights granted to Licensee under Sections 2.1, 2.2 and 2.3 (as applicable) to (i) any of its Affiliates, (ii) and other than with respect to the Everest Licensed Trademarks, any Third Parties in Sections 10.1 and 10.2 may be sublicensedconnection with the operation of the business of Licensee or its Affiliates, but not for the independent use of any such Third Party (which independent use, for clarity, includes where a principal purpose of such sublicense is in full exchange for royalty payments to Licensee or in part, by the licensee Party by a written agreement to its Affiliates for such sublicense), including manufacturers, suppliers and distributors that need to use or practice the applicable Intellectual Property to provide manufacturing, supply and distribution services, as applicable, to Licensee and its Affiliates, and solely with respect to Everest Licensed Trademarks, Third Parties pursuant to any agreement or contract that Newco is a party to as of the Effective Date as a result of the consummation of the transactions under the Separation Agreement, and (iii) with the prior written consent of Licensor, other Third Parties (with each such Affiliate or Third Party, a “Sublicensee”). Notwithstanding the right foregoing, Licensee is required to sublicense through multiple tiers), provided, that as a condition precedent to and requirement notify Licensor of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses license and rights granted by Bluebird in to Licensee after the Effective Date under Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration 2.1(c)(i) and (such consent not to be unreasonably withheld, delayed or conditionedii). (iib) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any Each sublicense of the covenant not to xxx granted by Celgene a Licensee under the license granted to such Licensee in Section 10.2Sections 2.1, or any other right 2.2 and 2.3 (as applicable) shall be granted pursuant to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration an agreement that (such consent not to be unreasonably withheld, delayed or conditioned). (iiii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofis subject to, and to the extent permitted under any Applicable Bluebird In-Licenseconsistent with, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementAgreement and includes provisions at least as protective of Licensor and its Affiliates as the provisions of this Agreement if the sublicense is granted to an Affiliate, (ii) with respect to Licensed Patents, if Sublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee, and (iii) with respect to Licensed Patents, is in writing if Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee.

Appears in 3 contracts

Samples: Intellectual Property Matters Agreement (ChampionX Corp), Intellectual Property Matters Agreement (ChampionX Holding Inc.), Intellectual Property Matters Agreement (Apergy Corp)

Sublicenses. The licenses (a) Licensee may grant sublicenses (or any option or right of negotiation or refusal for a sublicense) of the license granted under Section 5.1(a) and covenants the rights granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that under Section 5.1(b) only as a condition precedent to and requirement of any such sublicensefollows: (i) Celgene will obtain Bluebird’s written consent prior to granting to any Affiliate of Licensee as a Third Party Sublicensee hereunder, provided such sublicense (or any sublicense option or right of the licenses granted by Bluebird negotiation or refusal for a sublicense) only remains in Section 10.1 with respect to the Development or Commercialization effect for as long as such Sublicensee remains an Affiliate of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).Licensee; (ii) Bluebird will obtain Celgene’s written consent prior to granting to a non-Affiliated Third Party any sublicense Parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar organizations that support the development and commercialization of the covenant not to xxx granted by Celgene Licensed Compound and Licensed Products on a fee-for-service basis as Sublicensees hereunder, provided that such sublicenses (or options or rights of negotiation or refusal for a sublicense) include obligations of confidentiality and non-use of Aerpio Patent Rights, Aerpio Know-How and Confidential Information of Aerpio substantially in Section 10.2, or any other right to license, accordance with respect to the Development or Commercialization terms of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).this Agreement; and (iii) The licensee to other non-Affiliated Third Parties as a Sublicensee hereunder, provided that only one (1) such non-Affiliated Third Party may be a Sublicensee at any given time in any given geographic area in the Territory. (b) Each sublicense (or any option or right of negotiation or refusal for a sublicense) granted by a Licensee to a non-Affiliated Third Party pursuant to this Section 5.2 is required to (i) be in writing; and (ii) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement. Licensee will provide the licensor Party Aerpio with a copy of each agreement containing any such sublicense agreement with (or any option or right of negotiation or refusal for a non-Affiliated Sublicensee sublicense) within thirty (30) days of execution thereofexecution. No sublicense (or any option or right of negotiation or refusal for a sublicense) will diminish, reduce or eliminate any obligation of Licensee under this Agreement, and to the extent permitted Licensee will remain responsible for its obligations under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party this Agreement and will be responsible for any and all obligations the performance of such the relevant Sublicensee as if such Sublicensee were such licensee Party “Licensee” hereunder; . Each sublicense (vor any option or right of negotiation or refusal for a sublicense) Any such Sublicensee will agree in writing granted by Licensee to any rights licensed to it hereunder will, at the option of Aerpio, either be bound by substantially identical obligations as such licensee Party hereunder with respect (i) assigned to Aerpio or (ii) terminate immediately upon the activities termination of such Sublicensee hereunder (and not with respect the license under Section 5.1(a) from Aerpio to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementLicensee.

Appears in 3 contracts

Samples: License Agreement (Gossamer Bio, Inc.), License Agreement (Gossamer Bio, Inc.), License Agreement (Aerpio Pharmaceuticals, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedSubject to Section 14.1, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Company shall have the right to sublicense through multiple tiers)the Licensed Intellectual Property but only with the prior written consent of Licensor, providedsuch consent to be at Licensor’s sole discretion, that as a condition precedent to and requirement of any such sublicensebut which shall not be rejected without justified cause, provided that: (i) Celgene will obtain Bluebird’s written consent prior the sublicense to granting such Permitted Company Licensee is pursuant to a Third Party any written, valid and enforceable agreement containing terms and restrictions (other than fees and without sub-licensing rights) at least substantially the same as those contained herein, including, without limitation, the following: (I) License grant limitations and sublicensee obligations relating thereto at least as restrictive as the License Grant and sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization obligations set forth herein; (II) Licensor ownership of Licensed Product for U.S. Administration Intellectual Property, and Licensor license rights to Company Related Enhancements and to Company Independent Development by such sublicensee at least as broad as those contained herein; and (such consent not III) Obligations on the Permitted Company Licensee at least as broad, and rights at least as favorable to be unreasonably withheldLicensor, delayed or conditioned)as those contained herein regarding protection of Licensed Intellectual Property, audit rights, remedies and liability limitations, representations, warranties, confidentiality, termination, governing law and other miscellaneous provisions. (ii) Bluebird notwithstanding Section 2.1(d)(i) above: (I) No sublicensing of any Permitted Company Licensee will obtain Celgene’s written consent prior include any representations or warranties, express or implied, made on behalf of Licensor; (II) Except for damages related to granting to a Third Party any sublicense the manufacturing of the covenant Licensed Products by Licensor, Licensor will not to xxx granted by Celgene be liable for any damages, whether direct, indirect, incidental, consequential, special, punitive or other liability, arising under any such sublicenses, and the Company will at its cost defend and hold the Licensor harmless in Section 10.2, or any other right to license, with respect to the Development or Commercialization relation thereto; and (III) Any such sublicense agreement will expressly provide that Licensor is a third party beneficiary of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).that sublicense agreement; (iii) The licensee Party no sublicense will provide the licensor Party with a copy of be permitted if it has, or is reasonably likely to have, any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofmaterial adverse legal, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information;financial or tax effect on Licensor; and (iv) The licensor Party will the Company shall be responsible liable for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to action or inaction on the activities of such Sublicensee hereunder (and not with respect to the activities part of any other), including any Know-How disclosure obligations such licensee Party has to sublicensee of the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementCompany.

Appears in 3 contracts

Samples: Technology License Agreement (Neptune Technologies & Bioressources Inc.), Technology License Agreement (Neptune Technologies & Bioressources Inc.), Technology License Agreement (Neptune Technologies & Bioressources Inc.)

Sublicenses. The licenses 3.1 Subject to the terms and covenants granted conditions set forth in Sections 10.1 this Agreement, Licensee and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense through multiple tiers)granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, provided, that and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical all applicable terms, conditions, obligations as (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such licensee Party hereunder agreement are consistent with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with less restrictive than the terms and conditions of this CCPS Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Appears in 3 contracts

Samples: Non Exclusive Evaluation and Biological Material License Agreement (Heat Biologics, Inc.), Non Exclusive Evaluation and Biological Material License Agreement (Heat Biologics, Inc.), Non Exclusive Evaluation and Biological Material License Agreement (Heat Biologics, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 Licensee may be sublicensedgrant a sublicense, in full or in part, by the licensee Party by a written agreement option to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right relating to licenseany Licensed Technology to any of its Affiliates without the right to grant further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in this Section 7.3 (Sublicenses). Licensee may enter into Sublicense Agreements only with respect to the Development or Commercialization of POZEN’s prior consent. In order for rights under Licensed Product for U.S. Administration (such consent not Technology to be unreasonably withheldvalidly granted to a Sublicensee, delayed or conditioned). (iii) The licensee Party will provide the licensor Party Sublicense Agreement with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to must be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance consistent with the following terms and conditions of this CCPS Agreement, and will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.2 (Payments and Sales Reporting), and 8.3 (Records; Audit). Except as set forth in that certain side letter agreement between POZEN and AstraZeneca AB dated September 16, 2013, (a) Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and (ii) ensure that any Sublicensee will comply with the applicable terms and conditions of this Agreement and (b) Licensee hereby guarantees the performance of its Affiliates and Sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the foregoing, Licensee will have the right to sell POZEN Products through any distributors or sub-distributors of its choice, without the need to obtain prior consent from POZEN, in carrying out its Commercialization activities under this Agreement.

Appears in 3 contracts

Samples: Collaboration and License Agreement (Horizon Pharma, Inc.), Collaboration and License Agreement (Horizon Pharma, Inc.), Collaboration and License Agreement (Pozen Inc /Nc)

Sublicenses. The licenses Subject to Section 14.1 and covenants granted in Sections 10.1 and 10.2 may be sublicensedSection 14.2, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Company shall have the right to sublicense through multiple tiers)the Licensed Intellectual Property but only with the prior written consent of Licensor, providedsuch consent to be at Licensor’s sole discretion, that as a condition precedent to and requirement of any such sublicensebut which shall not be rejected without justified cause, provided that: (i) Celgene will obtain Bluebird’s written consent prior the sublicense to granting such Permitted Company Licensee is pursuant to a Third Party any written, valid and enforceable agreement containing terms and restrictions (other than fees and without sub-licensing rights) at least substantially the same as those contained herein, including, without limitation, the following: (I) License grant limitations and sublicensee obligations relating thereto at least as restrictive as the License Grant and sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization obligations set forth herein; (II) Licensor ownership of Licensed Product for U.S. Administration Intellectual Property, and Licensor license rights to Company Related Enhancements and to Company Independent Development by such sublicensee at least as broad as those contained herein; and (such consent not III) Obligations on the Permitted Company Licensee at least as broad, and rights at least as favorable to be unreasonably withheldLicensor, delayed or conditioned)as those contained herein regarding protection of Licensed Intellectual Property, audit rights, remedies and liability limitations, representations, warranties, confidentiality, termination, governing law and other miscellaneous provisions. (ii) Bluebird notwithstanding Section 2.1(d)(i) above: (I) No sublicensing of any Permitted Company Licensee will obtain Celgene’s written consent prior include any representations or warranties, express or implied, made on behalf of Licensor; (II) Except for damages related to granting to a Third Party any sublicense the manufacturing of the covenant Licensed Products by Licensor, Licensor will not to xxx granted by Celgene be liable for any damages, whether direct, indirect, incidental, consequential, special, punitive or other liability, arising under any such sublicenses, and the Company will at its cost defend and hold the Licensor harmless in Section 10.2, or any other right to license, with respect to the Development or Commercialization relation thereto; and (III) Any such sublicense agreement will expressly provide that Licensor is a third party beneficiary of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).that sublicense agreement; (iii) The licensee Party no sublicense will provide the licensor Party with a copy of be permitted if it has, or is reasonably likely to have, any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofmaterial adverse legal, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information;financial or tax effect on Licensor; and (iv) The licensor Party will the Company shall be responsible liable for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to action or inaction on the activities of such Sublicensee hereunder (and not with respect to the activities part of any other), including any Know-How disclosure obligations such licensee Party has to sublicensee of the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementCompany.

Appears in 3 contracts

Samples: Prepayment Agreement (Acasti Pharma Inc.), Technology License Agreement (Neptune Technologies & Bioressources Inc.), Technology License Agreement (Neptune Technologies & Bioressources Inc.)

Sublicenses. The licenses Upon written approval from EMORY, on behalf of LICENSOR, such approval not to be unreasonably withheld, COMPANY may grant sublicenses to third parties (“Sublicensees”) with financial terms and covenants granted conditions that are at least as favorable to LICENSOR and that are consistent with the other terms and conditions of this Agreement, provided that COMPANY shall be responsible for the obligations of its Sublicensees that are relevant to this Agreement and remain responsible for any reporting and any payment of all fees and royalties due under this Agreement. Subject to the sublicensing terms in Sections 10.1 and 10.2 this Section 2.5, Sublicensees may be sublicensedpermitted to further sublicense their rights to practice the Licensed Patents. COMPANY shall not enter into any sublicense without fully and completely complying with Section 15.1 herein. 2.5.1 COMPANY shall include in any sublicense granted pursuant to this Agreement, a provision requiring the Sublicensee to indemnify Indemnitees and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 10.3 of this Agreement. 2.5.2 COMPANY shall include in full or in partany sublicense granted pursuant to this Agreement, by the licensee Party by a written agreement to its Affiliates and Third Parties (with provision that grants EMORY the right to audit the Sublicensee to the same extent that EMORY has the right to audit the COMPANY pursuant to Section 4.4 of this Agreement. 2.5.3 COMPANY shall provide EMORY with copies of all sublicense through multiple tiers)agreements and any amendments and terminations within [*****] of their execution date, providedwhich, if redacted, must include the relevant provisions under this Article 2 and [*****] terms of the sublicense; the disclosure of sublicense agreements to EMORY shall be subject to the confidentiality obligations set forth in this agreement. 2.5.4 COMPANY shall ensure that as any sublicense or distributor agreements will include a condition precedent to and requirement provision that causes automatic termination of the sublicense or distribution agreement in the event that a Sublicensee or distributor challenges, either directly or indirectly, the validity, enforceability or scope of any such sublicense:claim within the Licensed Patents in a court or other governmental agency of competent jurisdiction, including in a reexamination or opposition proceeding. 2.5.5 If this Agreement terminates for any reason other than Expiration, (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense COMPANY shall notify the Sublicensee of the licenses granted by Bluebird in Section 10.1 termination, (ii) the sublicense will terminate simultaneously with the termination of this Agreement, and (iii) upon mutual agreement, the Sublicensee may enter into a license agreement with LICENSOR with respect to the Development or Commercialization rights and terms originally sublicensed to it by COMPANY. 2.5.6 Subject to the sublicensing terms in this Section 2.5, Sublicensees may be permitted, on a case-by-case basis, to further sublicense their rights to practice the Licensed Patents. Prior to the execution of Licensed Product any sublicense agreement which allows a Sublicensee to further sublicense, COMPANY shall present to EMORY a reasonably detailed business justification for U.S. Administration (the proposed sublicense, as well as [*****], for LICENSOR’s review and approval, such approval not to be unreasonably withheld. COMPANY shall proceed with execution of the proposed sublicense agreement only with EMORY’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 3 contracts

Samples: Exclusive License Agreement (In8bio, Inc.), Exclusive License Agreement (In8bio, Inc.), Exclusive License Agreement (In8bio, Inc.)

Sublicenses. The Each Party shall have the right to grant sublicenses within the scope of the licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedunder Section 4.1 or 4.2, in full or in partas applicable, by the licensee Party by a written agreement to its Affiliates and to Third Parties (that desire to conduct Research, Development, Manufacture and/or Commercialization activities with respect to Program DARTs and Licensed Products; provided, however, that without the prior written consent of MacroGenics, Gilead shall not have the right to sublicense through multiple tiers), provided, (a) any MacroGenics Know-How to any Generic Licensee; (b) any rights under Patents or Know-How licensed to MacroGenics pursuant to a MacroGenics Third Party Agreement to any Generic Licensee; or (c) any rights under Patents or Know-How licensed to MacroGenics pursuant to a MacroGenics Third Party Agreement that as a condition precedent requires MacroGenics (or the applicable Third Party licensor) to and requirement of consent to any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting ; and provided further that any sublicense granted to a Third Party any (other than a Generic Licensee or Compulsory Licensee) under this Agreement shall be pursuant to a written agreement that subjects such sublicensee to all relevant restrictions and limitations set forth in this Agreement, including the confidentiality provisions of ARTICLE 10. If either Party grants a sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party (including to any sublicense of the covenant not to xxx granted Generic Licensee) as permitted by Celgene in this Section 10.24.3, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (then such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will shall provide the licensor other Party prompt written notice thereof and shall provide the other Party with a an executed copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be (redacted as necessary to protect confidential or commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder ). Except with respect to any Generic Licensee or Compulsory Licensee or as otherwise agreed by the activities Parties in writing, each Party shall be jointly and severally responsible with its sublicensees to the other Party for failure by its sublicensees to comply with this Agreement. Each Party shall use commercially reasonable efforts to enforce the terms of any sublicense granted by such Party under this Agreement to any sublicensee other than a Compulsory Licensee to the extent such Party learns, or otherwise knows, that such sublicensee is in breach of any provision of such Sublicensee hereunder sublicense in a manner that would reasonably be likely to materially harm the other Party. In the event that a Generic Licensee fails to honor a payment obligation under a sublicense granted under this Agreement (and has not with respect to the activities of cured such failure within any otherapplicable cure period), including any Know-How disclosure obligations at the request of MacroGenics, Gilead shall, at Gilead’s election, either terminate the sublicense or pay MacroGenics the amount that would have been due to MacroGenics under Section 8.5.2 if such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding Generic Licensee had honored its payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementobligation.

Appears in 2 contracts

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

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement a. Subject to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Section 2.2, Licensee shall be entitled to grant Sublicenses to third parties under the license granted to Licensee pursuant to Section 2.1. All such Sublicenses shall be made for consideration and in arm’s length transactions. b. Sublicenses to Sublicensees shall only be granted pursuant to written agreements. Licensee shall provide Licensor with a copy of each Sublicense agreement within twenty (20) days of receipt of an executed agreement from the Sublicensee. Each such Sublicense agreement shall contain, inter alia, provisions to the following effect: (i) All provisions necessary to ensure Licensee’s compliance with its obligations under this Agreement, including reporting and audit requirements; (ii) In the event of termination of the license granted to Licensee under this Agreement and if no new agreement is entered into between Licensee and the Upstream Licensor, any existing Sublicense agreements that contain a Sublicense of Licensed Patents or Licensed Technology shall terminate to the extent of such Sublicense; and (iii) Licensee must obtain Licensor’s prior written approval for any proposed further sublicensing by the Sublicensee of the Sublicense granted to such Sublicensee (not to be unreasonably withheld). If Licensor approves any such further Sublicense grant, the corresponding Sublicense agreement shall be subject to execution of a written agreement consistent with the terms of this Section 2.2, and shall be made for consideration and in arm’s length transactions. For clarity, if a Sublicensee has been granted commercialization rights in a Core Country (as defined in subsection (c) below) with Licensor’s approval, such Sublicensee may not further sublicense any of those commercialization rights in a Core Country without Licensor’s prior written approval. c. The Parties will mutually agree upon countries within the Territory where Licensee is required to commercialize Licensed Products itself or through its Affiliates (and only through a Sublicensee with the prior written approval of Licensor). Such countries are or will be listed in Schedule C, attached hereto and incorporated herein by reference (each a “Core Country”), which schedule may be amended from time to time by written mutual agreement of the Parties. For the grant of a Sublicense by Licensee that does not involve the right to commercialize Licensed Product(s) in a Core Country, or that involves a Sublicense grant in a country in the Territory that is not a Core Country, Licensee is not required to obtain Licensor’s prior written approval for Licensee’s grant of this type of Sublicense; however, in each case of a granted Sublicense to a Sublicensee (including a Sublicense granted by a Sublicensee), Licensee must provide to Licensor a copy of any such executed Sublicense agreement within twenty (20) days after execution; provided that, if the granted Sublicense is a portion of a broader license or sublicense agreement, Licensee may redact the portions of the broader agreement that do not pertain to a Sublicense under this Agreement. Licensee may not redact the effective date of the Sublicense agreement or the name and address of the Sublicensee. d. Any permitted Sublicense granted by Licensee (or granted by a Sublicensee in accordance with this Section 2.2) will: (i) incorporate terms and conditions into the corresponding Sublicense agreement sufficient to enable Licensee and each Sublicensee to comply with this Agreement; (ii) be consistent with the terms, conditions and limitations of this Agreement that are applicable to such Sublicensee (including, without limitation, diligence obligations with respect to Licensed Products), (iii) contain a prohibition against Sublicensee commercializing [*] that could be competitive with Licensed Products; and (iv) terminate on termination of this Agreement.

Appears in 2 contracts

Samples: License Agreement (BioLineRx Ltd.), License Agreement (BioLineRx Ltd.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Horizon shall have the right to sublicense grant sublicenses (or further rights of reference and use) under the licenses and rights of reference and use granted in Section 2.1, through multiple tiers)tiers of Sublicensees, and AstraZeneca shall have the right to grant sublicenses (or further rights of reference and use) under the licenses and rights of reference and use granted in Section 2.3, through multiple tiers of Sublicensees; provided, however, that as any such sublicense granted by Horizon with respect to any Manufacturing Technology related to Esomeprazole under Section 2.1.2 or Section 2.1.3 shall be subject to AstraZeneca’s prior written consent, which consent may be granted or withheld in its sole discretion; provided, further, that AstraZeneca shall not condition, withhold or delay its consent to any such sublicense to be granted by Horizon or any of its Affiliates to any Third Party if, at the time of such proposed sublicense, such Third Party is supplying Esomeprazole to AstraZeneca or any of its Affiliates or any of its or their respective licensees or sublicensees. Notwithstanding the foregoing, AstraZeneca acknowledges and agrees that Horizon intends to grant [...***...] a condition precedent non-exclusive, sublicense (or further rights of reference and use) under the licenses and rights of reference and use granted in Section 2.1.2 or 2.1.3 solely for the purposes of [...***...] supplying Esomeprazole to Horizon for use in the Manufacture of the Product for Exploitation in the Horizon Territory, and requirement AstraZeneca hereby consents to such sublicense. AstraZeneca agrees that neither AstraZeneca nor any of its Affiliates shall claim (or assist a Third Party in claiming) that the further formulation or other processing of Esomeprazole by or on behalf of Horizon or its Affiliates or any Sublicensee in connection with the Manufacture of the Product or any Other Product in the Horizon Territory or in the AstraZeneca Territory but solely for the exportation and use of such Product or Other Product in accordance with this Agreement, infringes or misappropriates any Patent Rights, information, data or know-how that are part of the Manufacturing Technology and that Horizon or its Affiliates or any Sublicensee shall have the right to formulate or otherwise process, or have a Third Party formulate or otherwise process on their behalf, any Esomeprazole from [...***...] or any other Third Party to whom Horizon or any of its Affiliates grants a sublicense to any Manufacturing Technology related to Esomeprazole with AstraZeneca’s consent in connection with the Manufacture of the Product or any Other Product in the Horizon Territory or in the AstraZeneca Territory but solely for the exportation and use of such Product or Other Product in accordance with this Agreement. Further, if AstraZeneca or any of its Affiliates assigns or transfers any Patent Rights that are part of the Manufacturing Technology, AstraZeneca or such Affiliate shall cause such assignee or transferee to be bound by the covenant set forth in the immediately foregoing sentence. Each Party granting a sublicense pursuant to this Section 2.2 shall (a) remain jointly and severally liable for the performance or non-performance of any such sublicense: Sublicensee, and (ib) Celgene will obtain Bluebird’s provide to the other Party within 14 days after execution by the parties thereto a written consent prior to granting to a Third Party any notice setting forth in reasonable detail the nature of such sublicense and the identity of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheldSublicensee, delayed or conditioned). (ii) Bluebird will obtain Celgene’s which written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with notice shall include a copy of such executed sublicense agreement; provided that the financial terms and any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days other commercially sensitive terms of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities extent not pertinent to an understanding of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure either Party’s obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) or benefits under this Agreement. The licensor Party will be made an express third-party beneficiary grant of any such Sublicensee’s sublicense shall not relieve the sublicensing Party of its obligations under this Agreement, except to the extent such obligations are performed by any such Affiliate or Sublicensee. Notwithstanding anything to the contrary herein, neither Party shall be responsible or liable for the other Party’s or its Affiliates’ (or their respective sub-sublicensees’) performance or exercise of any sublicense agreement that relate granted by the first Party to compliance with the terms and conditions of this CCPS Agreementsuch other Party or its Affiliates under Section 2.1 or Section 2.3, as applicable.

Appears in 2 contracts

Samples: License Agreement (Horizon Pharma, Inc.), License Agreement (Horizon Pharma, Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by Regents also grants to the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided below, as long as the Licensee has current exclusive rights thereto under this Agreement (and to sublicense the non-exclusive rights granted for Patent Rights Group A and/or the Property Rights provided that such rights are licensed in conjunction with the exclusive rights granted herein). Each Sublicensee must be subject to a written sublicense agreement. Such sublicenses will include all of the terms, conditions, obligations and other restrictions of this Agreement that protect or benefit The Regents’ (and, if applicable, the United States Government’s and other sponsors’) rights and interests, other than those terms, conditions and obligations specified in Article 6 (License Issue Fee), providedArticle 7 (License Maintenance Fee) and Paragraph 9.3 (Minimum Annual Royalty) and Paragraphs 21.4 and 21.8 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, that as a condition precedent the Licensee shall have no right to permit any Sublicensee and requirement of no Sublicensee shall have any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior right to granting to a Third Party further sublicense any sublicense of the licenses rights granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product Licensee hereunder, except that each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its Affiliates as Affiliate is defined in Paragraph 1.1 with sublicensee substituted for U.S. Administration (such consent not to be unreasonably withheldLicensee in the definition, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted reasonably needed for the development and commercialization of Licensed Products in accordance with this Agreement. Also, for the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. Notwithstanding the above, The Regents, upon Licensee’s request, agrees to confer with the Licensee and the Licensee’s Sublicensee (or potential Sublicensee) to discuss allowing such Sublicensee to further sublicense any Applicable Bluebird Inof the rights granted to Licensee hereunder. 3.2 Upon the license granted to Licensee hereunder becoming non-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible exclusive in a Field of Use for any reason, all exclusive sublicenses granted by Licensee hereunder in such Field of Use may remain in effect but shall become non-exclusive, provided that such Sublicensees are not in breach of the terms of this Agreement, and all obligations Licensee shall thereafter have no right to grant additional sublicenses of its rights hereunder in such Sublicensee as if such Sublicensee were such licensee Party Field of Use. 3.3 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder; (v) Any such Sublicensee , the Licensee will agree in writing not separately grant a license to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) third party under its rights without concurrently granting a license under The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with Regents’ rights on the terms and conditions described in this Article 3 (Sublicenses). 3.4 The Licensee will notify The Regents of this CCPS Agreementeach sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense and each amendment to such sublicense within [**] days of issuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Paragraph 8.3 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 8.3 and 8.

Appears in 2 contracts

Samples: Exclusive License Agreement (Merrimack Pharmaceuticals Inc), Exclusive License Agreement (Merrimack Pharmaceuticals Inc)

Sublicenses. The Affiliates of Licensee shall have no licenses and covenants granted in Sections 10.1 and 10.2 under this Agreement unless Licensee grants a sub-license to such Affiliates. Licensee may be sublicensed, in full or in part, by the licensee Party by a written agreement only sublicense to its Affiliates or other parties to the extent reasonably necessary for the development and Third Parties (commercialization of Licensed Products in accordance with this Agreement. Each Sublicensee must be subject to a written sublicense agreement. Such sublicenses shall contain terms, conditions, obligations and other restrictions that are consistent with those in this Agreement. For the purposes of compliance with this Agreement, Licensee shall be responsible to ensure that its Sublicensees comply with the right terms of this Agreement, and accordingly, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. Sublicensees who have received a direct sublicense through multiple tiersfrom Licensee under this Article 2 may grant further sublicenses (without further rights to sublicense) solely for the purpose of developing, manufacturing and/or commercializing, in collaboration with Licensee, Licensed Products developed and/or commercialized in material part by Licensee or EndoChem. Any such sublicense (a) shall not be granted on a stand-alone basis, where the term "standalone" means that a sublicense is granted to an entity for the development, manufacture or commercialization of Licensed Products without EndoChem or Licensee or any such direct Sublicensee participating or having participated in the development or commercialization of Licensed Products in material part (i.e., without Licensee or EndoChem or any such direct Sublicensee having incurred more than ******** dollars ($*****) in costs related to the development, manufacture or commercialization of Licensed Products), provided, that as a condition precedent to and requirement ; (b) shall not allow for further sublicensing of any such sublicense: rights; and (ic) Celgene will obtain Bluebird’s written consent prior shall be subject to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions herein. For the avoidance of doubt, Licensee and any permitted Sublicensee can engage independent contractors such as manufacturers, clinical trial organizations, and work-for-hire research laboratories (such as those who conduct assays on a fee for service basis) so long as the work conducted by such entities is being conducted on Licensee's or such Sublicensee's behalf and such contracting entity does not receive rights to develop, manufacture, use or commercialize Licensed Products outside of, or after it completes, its services. Licensee shall require appropriate reporting from all Sublicensees to establish all amounts owed hereunder, and shall make such reports available to EndoChem. Licensee shall require all Sublicensees to comply with the audits and obligations set forth in Section 6.7 as if they were Licensee and to submit to Licensee progress reports and financial reports consistent with this Agreement. Licensee shall make all of the foregoing reports available to EndoChem. Licensee understands and agrees that EndoChem may provide the information in these reports to UC, in accordance with EndoChem's reporting requirements under the UC Agreement. Licensee shall require that Sublicensees indemnify UC as provided for in Section 11 of this CCPS Agreement.

Appears in 2 contracts

Samples: Exclusive License Agreement (Quatrx Pharmaceuticals Co), Exclusive License Agreement (Quatrx Pharmaceuticals Co)

Sublicenses. The licenses and covenants Licensee shall have no right to grant sublicenses under the license granted in Sections 10.1 and 10.2 may herein, unless such sublicense is granted as part of a license along with other substantial technology or patent rights of Licensee. Any such sublicense will be sublicensedsubject to each of the following conditions: (a) In each sublicense agreement, in full or in partLicensee will, by (i) prohibit the licensee Party by sublicensee from further sublicensing, except for a written agreement further sublicense limited to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as manufacture and distribute a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withhelddeveloped by the sublicensee, delayed or conditioned). and (ii) Bluebird will obtain Celgene’s written consent prior require the sublicensee to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance comply with the terms and conditions of this CCPS Agreement other than the payment and reporting obligations of Company. (b) Within thirty (30) days after Licensee enters into a sublicense agreement, Company will deliver to Rockefeller a complete and accurate copy of the entire sublicense agreement written in the English language. Rockefeller’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Rockefeller or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a bankruptcy event, all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Company. Upon receipt of any such funds, Rockefeller will remit to Company the amount by which such payments exceed the amounts owed by Company to Rockefeller. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Rockefeller for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by Company, and Company will be deemed to be in breach of this Agreement as a result of such act or omission.

Appears in 2 contracts

Samples: License Agreement (Rosetta Genomics Ltd.), License Agreement (Rosetta Genomics Ltd.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may KHK (or its Affiliates) shall be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right permitted to sublicense through multiple tiers)the rights granted to it hereunder, provided, that as a condition precedent subject to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s the prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent Syndax, which shall not to be unreasonably withheld, delayed conditioned or conditioned). (ii) Bluebird delayed. KHK, however, acknowledges that any of its sublicenses under the Syndax Patents licensed to Syndax from Bayer will obtain Celgene’s require the prior written consent prior of Bayer, which shall not be unreasonably refused and which Syndax will use Commercially Reasonable Efforts to granting obtain, but Syndax shall not be liable to a Third Party any KHK if Bayer fails to provide such consent. KHK and the applicable Sublicensee shall document each such sublicense in writing, and the terms of the covenant not written sublicense shall be consistent with this Agreement. Without limiting the generality of the foregoing, each such written sublicense shall (a) require the applicable Sublicensee to xxx granted comply with the terms of this Agreement; (b) require that, upon a termination of such sublicense, 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 Celgene in such Sublicensee, (such that KHK will be able to, pursuant to Section 10.213.5.3, or any other right assign to licenseSyndax, and provide Syndax with full copies of, all such Regulatory Approvals and regulatory filings upon termination of 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 actions and omissions with respect to this Agreement. Promptly after the Development or Commercialization execution of Licensed Product for U.S. Administration (such consent not each written sublicense agreement, KHK shall provide to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with Syndax a true and complete copy of such agreement; provided, however, that any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and financial or other information may be redacted to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect not applicable to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with this Agreement. Syndax shall be permitted to provide such redacted copy to Bayer in confidence. Notwithstanding the terms and conditions foregoing, KHK shall be permitted to sublicense to its Affiliates the rights granted to it hereunder without obtaining the prior consent of this CCPS AgreementSyndax.

Appears in 2 contracts

Samples: License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc), License, Development and Commercialization Agreement (Syndax Pharmaceuticals Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement (a) Subject to its Affiliates and Third Parties (with the right to sublicense through multiple tiersSection 4.3.2(b), Celldex may grant sublicenses under the Medarex Technology to the extent necessary to develop, make, have made, import, use, offer for sale and sell Products; provided, that as a condition precedent to and requirement however, within ten (10) days of the date any such sublicense: sublicense is executed, Celldex shall provide Medarex with at least the following information with respect to each such Sublicensee: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense the identity of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). Sublicensee; (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense description of the covenant not to xxx Product and the rights being granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). Sublicensee; and (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to territory in which the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party Product will be responsible for any and sold. Each sublicense granted by Celldex shall be consistent with all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement, and subordinate thereto, and Celldex shall remain responsible to Medarex for the compliance of each such Sublicensee with the financial and other obligations due under this Agreement. (b) The parties recognize that according to the provisions of the Cross License Agreement relating to the Medarex Technology, Medarex may not grant Celldex the right to directly grant sublicenses under certain Medarex Technology that is covered by the Cross License Agreement to sell, lease, and offer for sale or lease Products. So long as such provisions are in effect, if Celldex grants or desires to grant a sublicense to a particular Sublicensee under the Medarex Technology pursuant to Section 4.3.2(a) to sell, lease, and offer for sale or lease a particular Product, then Medarex shall enter into an agreement with such Sublicensee which grants a direct license to such Sublicensee under such of the Medarex Technology that is covered by the Cross License Agreement to sell, lease, and offer for sale or lease such Product on the same terms and conditions as the sublicense granted by or desired to be granted by Celldex to such Sublicensee (“Direct Sublicense Agreement”); provided, each such Direct Sublicense Agreement granted by Medarex shall: (i) be consistent with all the terms and conditions of this Agreement; (ii) provide that all performance obligations of such Sublicensee, including without limitation, with respect to development and commercialization of Products and payment of amounts owing under the sublicense granted to such Sublicensee by Celldex, shall be owed to Celldex and not to Medarex; (iii) not conflict with any of the rights granted under this Agreement; (iv) provide that Celldex is a third party beneficiary under such Direct Sublicense Agreement, with the right, at Celldex’s expense, to enforce the terms and conditions of such Direct Sublicense Agreement against such Sublicensee, including the right to collect all monies due to Celldex from such Sublicensee under such Direct Sublicense Agreement; and (v) be subject to Celldex’s approval, such approval not to be unreasonably withheld. Further, it is understood and agreed by Celldex that, in such sublicense granted by Celldex to such Sublicensee, Celldex shall make the rights related to such certain Medarex Technology granted by Medarex to Celldex under Section 4.3 subordinate to such direct license granted by Medarex to such Sublicensee, such that the rights granted by Medarex to Celldex under Section 4.3.1 shall not be in conflict with the rights granted to such Sublicensee by Medarex under this Section 4.3.2(b).

Appears in 2 contracts

Samples: Research and Commercialization Agreement (Celldex Therapeutics Inc), Research and Commercialization Agreement (Celldex Therapeutics Inc)

Sublicenses. The licenses 13.1 LICENSEE may grant sublicenses to make, have made, use, offer for sale, sell, have sold or offered for sale, and covenants import Licensed Products in the Licensed Territory. 13.2 If LICENSEE is unable or unwilling to serve or develop a potential market or market territory for which there is a willing sublicensee, LICENSEE will, at STANFORD’s request, negotiate in good faith a sublicense for such market or potential market hereunder. 13.3 Any sublicenses granted in Sections 10.1 by LICENSEE under this Agreement shall be subject and 10.2 may be sublicensedsubordinate to terms and conditions of this Agreement, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicenseexcept that: (ia) Celgene will obtain BluebirdAny sublicensee that is not an Affiliate of LICENSEE may not grant further sublicenses without STANFORD’s prior written consent, which shall not be unreasonably withheld or delayed, except that such consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 shall not be required with respect to sublicenses to a sublicensee’s Affiliates or sublicensess solely to exercise the Development sublicensee’s rights to have Licensed Products made or Commercialization of have Licensed Product Products sold or offered for U.S. Administration sale; and (such consent not to b) The earned royalty rate specified in the sublicenses may be unreasonably withheld, delayed or conditionedat higher rates than the rates in this Agreement (in which event any excess shall be retained by LICENSEE). (ii) Bluebird will obtain Celgene’s written consent prior 13.4 Any such sublicenses also shall expressly include provisions substantially similar to granting Articles 7, 8 and 9 for the benefit of STANFORD. In addition, any such sublicenses shall survive and provide for the transfer of all obligations, including the payment of royalties specified in such sublicenses, to a Third Party any sublicense of STANFORD or its designee, in the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)event that this Agreement is terminated. (iii) The licensee Party will 13.5 LICENSEE agrees to provide the licensor Party with STANFORD a copy of any sublicense agreement with a granted pursuant to this Article 13. 13.6 LICENSEE shall pay to STANFORD ***** of all sublicensing income, except earned royalties on sublicensees' Net Sales, which LICENSEE acknowledges are subject to Section 6.3, and any milestone payment received by LICENSEE upon ***** which LICENSEE pays STANFORD the milestone payment set forth in Section 6.7(a) above. 13.7 LICENSEE may grant royalty-free or non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird Incash sublicenses or cross-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and licenses provided LICENSEE pays all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementroyalties due STANFORD from sublicensees' Net Sales.

Appears in 2 contracts

Samples: License Agreement (XTL Biopharmaceuticals LTD), License Agreement (XTL Biopharmaceuticals LTD)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedExcept as expressly permitted hereby, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee shall not have the right to sublicense through multiple tiers)all or any portion of the License granted hereby without obtaining Licensor's prior written consent. Notwithstanding the foregoing, providedLicensee shall have the right, that as a condition precedent without obtaining Licensor's consent, to and requirement grant sublicenses of any such sublicense: or all rights granted to Licensee by Licensor hereunder to (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development Affiliates, or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird any other entity so long as Licensee shall exercise and maintain managerial control over all Restaurants owned by such entity substantially in the manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a "Sublicensee"). Each sublicense will obtain Celgene’s written consent prior to granting to a Third Party any sublicense contain the provisions set out in this Agreement as the last sentence of this paragraph, subparagraph 6(b), subparagraphs 15(e) through (k) below and provisions (a) confirming Licensor's ownership of the covenant not Marks and Associated Rights which are the subject of the sublicense, (b) declaring that the sublicense will be deemed automatically assigned by Licensee to xxx granted by Celgene in Section 10.2Licensor upon any lawful termination of this Agreement (provided, or any other right to licensehowever, with respect to that Licensor shall have the Development or Commercialization of Licensed Product for U.S. Administration (such consent not option, to be unreasonably withheld, delayed or conditioned). exercised within fifteen (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (3015) days of execution thereofsuch termination, to reject such sublicense by notice to the Sublicensee), (c) requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement and to maintain the operating and quality standards prescribed herein, (d) giving Licensor the right to determine directly whether or not such operating and quality standards are being maintained, and to (e) prohibiting further sublicensing of the extent permitted rights granted under any Applicable Bluebird In-License, such the sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree except in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and provisions of this paragraph. Licensee will take all appropriate steps to exercise quality control over the goods and services provided by each Sublicensee in order to ensure that the operating and quality standards required by this Agreement are being maintained. Notwithstanding anything to the contrary contained herein, Licensor shall not have the right to terminate this Agreement or the License granted hereby for any default which may arise hereunder by reason of the acts or omissions of any Sublicensee so long as (i) Licensee shall use its best efforts to cause such Sublicensee to comply with the applicable terms and conditions of this CCPS AgreementAgreement and to maintain the operating and quality standards prescribed herein, and (ii) if such efforts fail to cause the Sublicensee to comply with such terms and conditions or maintain such standards within a reasonable time period not to exceed ninety days, Licensee shall immediately terminate or cause to be terminated the applicable sublicense.

Appears in 2 contracts

Samples: Sale and License Agreement (Smith & Wollensky Restaurant Group Inc), Sale and License Agreement (New York Restaurant Group Inc)

Sublicenses. The licenses and covenants granted to AstraZeneca under Section 2.1 are sublicensable only in Sections 10.1 and 10.2 may be sublicensedconnection with a sublicense of rights to a Lead Compound or Product to any Affiliate of AstraZeneca or to any Third Party, in full each case solely to Exploit Lead Compound or Product in partthe Product Field in accordance with the terms of this Agreement; provided, by the licensee Party by a written agreement to its Affiliates and Third Parties (with however, that AstraZeneca shall not have the right to sublicense through multiple tiers), provided, that as a condition precedent any rights under this Agreement to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s Regulus Competitor except with the prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent Regulus, not to be unreasonably withheld. Any sublicense shall be in writing and, delayed with the exception of the financial terms, on substantially the same terms as this Agreement (including with regard to the obligation to comply with the Existing Regulus Agreements), except that the sublicensee shall not have the right to further sublicense. Where AstraZeneca grants a sublicense to a Person that is not an Affiliate of AstraZeneca and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement. In the event AstraZeneca grants a sublicense to an Affiliate of AstraZeneca, the terms of this Agreement shall be applicable to such Affiliate to the same extent as a Sublicensee, except that AstraZeneca shall not be obligated to provide notice to Regulus of the grant of a sublicense to an Affiliate of AstraZeneca, nor shall AstraZeneca be obligated to provide to Regulus a copy of a sublicense to such Affiliate in each case pursuant to the last sentence of this Section 2.2. AstraZeneca shall be responsible for the acts or conditioned). (ii) Bluebird will obtain Celgene’s omissions of its Sublicensees and Affiliates in exercising rights under the sublicenses which would constitute a breach hereunder. AstraZeneca shall provide written consent prior notice to granting to Regulus within 30 Business Days after execution of any sublicense with a Third Party any sublicense (or such reasonable shorter period as is required under an agreement to which Regulus is a party, provided that Regulus provides notice to AstraZeneca of the covenant not such shorter time period) and, within 30 Business Days after receipt of a request from Regulus (or such reasonable shorter period as is required under an agreement to xxx granted by Celgene in Section 10.2which Regulus is a party, or any other right provided that Regulus provides notice to licenseAstraZeneca of such shorter time period), with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will AstraZeneca shall provide the licensor Party Regulus with a full and complete copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty requested (30) days of execution thereof, and to the extent permitted under provided that AstraZeneca may redact any Applicable Bluebird In-License, such sublicense agreement may be redacted as confidential information contained therein that is not necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing disclose to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to ensure compliance with the terms and conditions of this CCPS Agreement).

Appears in 2 contracts

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

Sublicenses. The Licensee shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of sublicensees, under the licenses and covenants rights of reference granted in Sections 10.1 and 10.2 may be sublicensedSection 2.1, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, Sublicensees; provided that as a condition precedent to and requirement of any such sublicense: sublicenses granted to Sublicensees shall be (i) Celgene will obtain Bluebirdsubject to AstraZeneca’s prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (consent, such consent not to be unreasonably withheld, delayed conditioned or conditioned). delayed, except Licensee may grant a sublicense to an Affiliate with notice but without consent; provided that in the event a sublicensed Affiliate ceases to be an Affiliate of Licensee, then such Affiliate shall thereafter be deemed to be a Sublicensee and Licensee shall deliver a copy of the applicable sublicense agreement to AstraZeneca within [***] ([***]) [***] of such Sublicensee ceasing to be an Affiliate of Licensee; and (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofconsistent with, and to the extent permitted under any Applicable Bluebird In-Licenseexpressly made subject to, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement, as if such Sublicensee were a Party to this Agreement. Licensee hereby (x) guarantees the performance of its Affiliates and permitted Sublicensees that are sublicensed as permitted herein and the grant of any such sublicense shall not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Sublicensee and (y) waives any requirement that AstraZeneca exhaust any right, power or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement prior to proceeding directly against Licensee. A copy of any sublicense agreement executed by Licensee to a Sublicensee shall be provided to AstraZeneca within [***] ([***]) [***] after its execution; provided that the financial terms of any such sublicense agreement to the extent not pertinent to an understanding of a Party’s obligations or benefits under this Agreement may be redacted.

Appears in 2 contracts

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

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedDuring the Sanofi Option Period, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with KaloBios shall not have the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (igrant sublicenses under Sections 2.2(a)(i) Celgene will obtain Bluebird’s without the prior written consent prior of Sanofi. Thereafter, KaloBios shall have the right to granting grant sublicenses to a any Third Party (other than an [***]) for any sublicense of territory other than the licenses granted by Bluebird in U.S. Territory, subject to this Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld2.2(c). KaloBios shall, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days after granting any sublicense under Section 2.2(a)(i) above, notify Sanofi of execution thereof, the grant of such sublicense and to the extent permitted under any Applicable Bluebird In-License, provide Sanofi with an appropriately redacted copy of such sublicense agreement may (each, a “KaloBios Sublicense Agreement”). Each KaloBios Sublicense Agreement shall be redacted as necessary consistent with and subject to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and any applicable Third Party Licenses. KaloBios shall, in each agreement under which it grants a sublicense under the license set forth in Section 2.2(a)(i) (each, a “KaloBios Sublicense Agreement”), require the sublicensee (i) to provide all Confidential Information to [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios so that KaloBios and Sanofi may comply with their obligations hereunder, and (ii) to provide the following to KaloBios if such KaloBios Sublicense Agreement terminates: (A) the assignment and transfer of ownership and possession of all Regulatory Filings and Regulatory Approvals held or possessed by such sublicensee, and (B) the assignment of, or a freely sublicenseable exclusive license to, all intellectual property Controlled by such sublicensee that covers or embodies a Licensed Product or its respective use, manufacture, sale, or importation and was created by or on behalf of such sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such KaloBios Sublicense Agreement. Upon any sublicense by KaloBios under this Section 2.2(c), the Parties shall jointly agree as necessary to mutual and reasonable restrictions on the exchange of Confidential Information between Sanofi and such KaloBios sublicensee except as to the extent necessary for the Parties to reasonably comply with their obligations under this Agreement.

Appears in 2 contracts

Samples: Development, Commercialization Collaboration and License Agreement (Kalobios Pharmaceuticals Inc), Development, Commercialization Collaboration and License Agreement (Kalobios Pharmaceuticals Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 Prior to the [* * *] anniversary of the Effective Date, Licensee may be sublicensedgrant sublicenses, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers)tiers of Sublicensees, provided, that as a condition precedent under the license granted to and requirement of any such sublicense: Licensee in Section 6.1 (i) Celgene will obtain Bluebird’s written consent prior to granting Affiliates to a Develop, Manufacture and Commercialize Licensed Products and (ii) to Third Party any sublicense of contractors engaged in the licenses granted by Bluebird in Section 10.1 with respect to the Development Development, Manufacture or Commercialization of Licensed Product Products on behalf of Licensee solely to assist Licensee to perform its obligations under this Agreement. In addition, on or after the [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 to Third Parties to Manufacture, Develop and Commercialize Licensed Products and Licensee’s right to grant sublicenses shall not be restricted. For the avoidance of doubt, nothing in this Section 6.3 limits the right of Licensee to sell Licensed Products through any distributors or sub-distributors of its choice in carrying out its Commercialization activities under this Agreement. Licensee shall inform POZEN in writing of each sublicense granted pursuant to this Section 6.3. Licensee shall remain liable for U.S. Administration (the performance of its obligations under this Agreement, and any actions of a Sublicensee shall be considered actions of Licensee, and any act or omission of a Sublicensee that would be a breach of this Agreement if such consent not act or omission had been taken or made by Licensee, shall be deemed a breach of this Agreement by Licensee. Subject to be unreasonably withheldthe restrictions set forth in this Section 6.3, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a any Third Party any sublicense that has been appointed as a Sublicensee shall be entitled to all of the covenant not rights, and be subject to xxx granted by Celgene in Section 10.2all of the obligations, or any other right under this Agreement which are applicable to license, with respect Sublicensees. Notwithstanding anything to the Development contrary in this Agreement, Licensee shall not be obligated to obtain any right, title or Commercialization of interest to any Inventions, Joint Inventions or Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed Improvements developed or conditioned). (iii) The licensee Party will provide the licensor Party conceived by or with a copy any of its Sublicensees from any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect satisfy any obligation to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations POZEN under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Pozen Inc /Nc), License and Collaboration Agreement (Pozen Inc /Nc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedSubject to compliance with Section 2.6 of the Master Collaboration Agreement, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Celgene shall have the right to sublicense through multiple tiersgrant sublicenses under the rights granted to it under Section 6.1.1 and 6.1.2, without the prior consent of Jounce (except as stated below in this Section 6.1.3), providedto any (a) Affiliate of Celgene, that as a condition precedent to and requirement of any such sublicense: (ib) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of subcontractor engaged by Celgene, and (c) Third Party (if for the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (Co-Co Products in the U.S., solely with Jounce’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to for the Development or Commercialization of Licensed any Co-Co Candidate, Co-Co Product or related Co-Co Diagnostic Product (other than for U.S. Administration PD-1, for which no consent shall be required), provided that in the event Celgene grants a sublicense under Section 6.1.3(c) (such consent not but excluding sublicenses granted to be unreasonably withheldcontractors, delayed agents and other Third Parties performing services for or conditionedon behalf of Celgene or its Affiliates). (iii) The licensee Party will , Celgene shall provide the licensor Party Jounce with a fully-executed copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect confidential or commercially sensitive information; (ivinformation that is not necessary to confirm compliance with this Celgene Lead Co-Co Agreement) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of reflecting any such Sublicensee’s obligations under such sublicense agreement that relate promptly after the execution thereof. Subject to compliance with Section 2.6 of the Master Collaboration Agreement, Jounce shall have the right to grant sublicenses under the rights granted to it under Section 6.1.2, without the prior consent CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of Celgene, to any Affiliate of Jounce and to any Third Party subcontractor engaged by Jounce. Each sublicense granted by either Party under this Section 6.1.3 shall be subject to and consistent with the terms and conditions of this CCPS Celgene Lead Co-Co Agreement.

Appears in 2 contracts

Samples: Master Research and Collaboration Agreement (Jounce Therapeutics, Inc.), Master Research and Collaboration Agreement (Jounce Therapeutics, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 Beginning after [**] of the Effective Date, Licensee may be sublicensedsublicense its rights under Section 2.01 to one or more Third Parties, in full to the extent necessary or in part, by the licensee Party by a written agreement useful to its Affiliates and enable such Third Parties (with to research, develop, make, have made, use, import, offer for sale or sell Licensed Compound(s) or Licensed Product(s) in the right to sublicense through multiple tiers)Field in the Territory, provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect subject to the Development or Commercialization conditions of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)this Section 2.04. (iia) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product Licensee shall remain responsible for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)its sublicensees' performance under this Agreement. (iiib) The licensee Party will Licensee shall provide, in the Development Report required pursuant to Section 3.03, a list of any sublicensees granted a sublicense during the preceding twelve (12) months. At Lilly's request, Licensee shall provide the licensor Party with to Lilly a copy of any sublicense agreement agreement. (c) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, in English, executed by the sublicensee and giving its place of business. In addition, each and every such sublicense must be consistent with a those terms of this Agreement which are applicable to that portion of the Field and/or Territory to which the sublicensee has been granted rights, including, without limitation, must require the sublicensee to abide by confidentiality and non-Affiliated Sublicensee within thirty use obligations at least as stringent as those contained in Article IX of this Agreement. (30d) days of execution thereof, and In the event that that this Agreement is terminated in its entirety by Licensee pursuant to the extent Section 12.02 or Lilly for any reason as permitted under any Applicable Bluebird In-Licensethe Agreement, each sublicense granted by Licensee will survive such sublicense agreement may be redacted termination (as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any othera direct license from Lilly), including any Know-How disclosure obligations subject to Section 12.06, provided that Lilly has agreed following such licensee Party has termination and/or in connection therewith that the sublicensee is acceptable to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementLilly.

Appears in 2 contracts

Samples: Exclusive Patent and Know How License Agreement (Cerecor Inc.), Exclusive Patent and Know How License Agreement (Cerecor Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with a) Strata shall have the right to sublicense through multiple tiersrights granted in Section 3.1 to its Affiliates. Strata shall cause its Affiliates to comply with and be bound by those terms and conditions of Strata under this Agreement that by their terms are intended to obligate Strata or its Affiliates commercializing the Product as permitted hereunder, including Section 3.4, Section 3.5, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11 (excluding however Section 11.1), providedArticle 12 and Section 14.5. Notwithstanding the foregoing, that as a condition precedent to Strata shall remain primarily responsible for complying with such applicable terms and requirement conditions. A breach by any such Affiliate of any such sublicense:obligation shall constitute a breach by Strata of this Agreement and shall entitle Micrologix to exercise its rights hereunder, in addition to any other rights and remedies to which Micrologix may be entitled. (ib) Celgene will obtain Bluebird’s written consent prior Strata shall also have the right to granting sublicense rights granted in Section 3.1 to a Third Party any sublicense Parties, subject to the following: Strata shall give Micrologix prompt notice of the licenses granted execution of any sublicense. Within ten (10) calendar days after execution of a sublicensing agreement, Strata shall provide Micrologix with a copy thereof (provided that Strata shall be permitted to redact the financial terms and other confidential information in such agreement). Each sublicense shall contain covenants by Bluebird the sublicensee for such sublicensee to observe and perform materially the same terms and conditions as those set out for Strata in Section 10.1 this Agreement to the extent applicable. In the event Strata grants sublicenses to others to sell Product, such sublicenses shall include an obligation for the sublicensee to account for and report its Net Sales on the same basis as if such sales were Net Sales by Strata, and Micrologix shall receive royalties from Strata in the same amounts as if the Net Sales of the sublicensee were Net Sales of Strata. In the event that Strata becomes aware of a material breach of any such sublicense by the sublicensee, Strata shall promptly notify Micrologix of the particulars of same and use its Commercially Reasonable Efforts to enforce the terms of such sublicense. Upon the request of Micrologix, Strata shall act reasonably in considering any request of Micrologix for Strata to terminate such sublicense for cause, but Strata shall have the final and sole right and responsibility and decision making authority with respect to the Development or Commercialization of Licensed Product for U.S. Administration any such sublicense (provided that Strata acts reasonably in such consent not to be unreasonably withheld, delayed or conditionedregard). (iic) Bluebird will obtain CelgeneThe terms of this Section 3.5 shall apply to each subsequent sublicensee or sub-sublicensee, as if same were Strata’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)original sublicensee. (iiid) The licensee Party will Micrologix will, upon request by any sublicensee of Strata, provide the licensor Party such sublicensee with a copy letter whereby Micrologix agrees that if Micrologix gives notice of default to Strata pursuant to Section 13.2 or Section 13.4, then, prior to any termination of this Agreement, Micrologix will give such sublicensee written notice of such default or intention to terminate this Agreement, and in the event of any breach or default by Strata, which may be cured pursuant to Section 13.2 or Section 13.4, will for 60 days from the date of such notice to the sublicensee, give the sublicensee the opportunity to cure such default or breach on the terms provided in Section 13.2 or Section 13.4, mutatis mutandis. Further, such letter shall evidence Micrologix’s agreement that if this Agreement is terminated, and provided that the sublicense between Strata and the sublicensee is in good standing at such time, Micrologix will then grant to the sublicensee a license of the same rights conferred on the sublicensee by the sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by on substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the those same terms and conditions of as are contained in this CCPS AgreementAgreement as would correspond to the sublicense rights granted in the sublicense agreement, on the financial terms set out in the relevant sublicense agreement.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Cadence Pharmaceuticals Inc), Collaboration and License Agreement (Cadence Pharmaceuticals Inc)

Sublicenses. The licenses Licensee may sublicense its rights under Section 2.01 to one or more Third Parties, but solely to the extent necessary or useful to enable such Third Parties to research, develop, make, have made, use, import, offer for sale or sell Licensed Compound(s) or Licensed Product(s) in the Field either on their own behalf or with or on behalf of Licensee or its Affiliates, and covenants subject to the conditions of this Section 2.05. (a) Licensee shall remain responsible for its sublicensees’ performance under this Agreement. (b) Licensee shall provide, in the Development Report required pursuant to Section 3.03, a list of any sublicensees granted in Sections 10.1 a sublicense during the preceding twelve (12) months. At Merck’s request, Licensee shall provide to Merck a true copy of any sublicense agreement, redacted to comply with any confidentiality obligations of such party. (c) In the event of a material default by any sublicensee under a sublicense, Licensee will promptly notify Merck upon knowledge thereof and 10.2 take such action as may be sublicensednecessary to remedy such default. (d) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, in full or in partEnglish, executed by the licensee Party by a written agreement sublicensee and giving its place of business. In addition, each and every such sublicense must be wholly consistent with those terms of this Agreement which are applicable to its Affiliates that portion of the Field and/or Territory to which the sublicensee has been granted rights. Without limiting the foregoing, each and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such every sublicense: (i) Celgene will obtain Bluebird’s written consent prior must require the sublicensee to granting to a Third Party any sublicense abide by confidentiality and non-use obligations at least as stringent as those contained in Article IX of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).this Agreement; (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense must include rights and obligations upon termination of the covenant not to xxx granted by Celgene sublicense which are consistent in Section 10.2, or any other right to license, all material respects with respect to the Development or Commercialization termination provisions of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).this Agreement; (iii) The licensee in the event that the sublicensee is granted the right to offer to sell or sell Licensed Compound or Licensed Product, must require the sublicensee to pay at least the royalties on Net Sales of Product specified in Article VII of this Agreement and to keep records and render reports as required in Section 7.04 and Section 7.05 and be subject to Merck’s audit rights as set forth in Section 7.05 of this Agreement; (iv) must obligate the sublicensee to maintain insurance in amounts consistent Section 11.06; (v) must provide an indemnity from the sublicensee in favor of Merck and Merck Indemnified Party to the same extent as the indemnity contained in Section 11.01, and must provide that the sublicensee agrees that it will provide not challenge the licensor Party with standing of Merck if it seeks to rely on such indemnification; and (vi) must include a copy provision stating, in words or substance, that Merck is not a party to the sublicense agreement and has no liability to any licensee, sublicensee or user of anything covered by the sublicense agreement, but that Merck is an intended third party beneficiary of the sublicense agreement and certain of its provisions are for the benefit of Merck and are enforceable by Merck in its own name. Any sublicense granted by Licensee hereunder shall survive any early termination of this Agreement by Merck pursuant to Section 12.03 of this Agreement if, as of the effective date of any such termination, the sublicensee is not in material breach of its obligations to Licensee under its sublicense agreement with a non-Affiliated Sublicensee and within thirty (30) days of execution thereof, and to such termination the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree sublicensee agrees in writing to be bound by directly to Merck under a license agreement substantially identical obligations as such licensee Party hereunder similar to this Agreement with respect to the activities of rights sublicensed hereunder, substituting such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementsublicensee for Licensee.

Appears in 2 contracts

Samples: Exclusive Patent and Know How License Agreement (Cerecor Inc.), Exclusive Patent and Know How License Agreement (Cerecor Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Regents also grants to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to Licensee hereunder, with no right to further sublicense except as provided below, as long as Licensee has current exclusive rights under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will be subject to all terms and conditions of this Agreement, will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors) to the extent that such obligations are not performed by Licensee, other than those rights and obligations specified in Article 6 (License Issue Fee), providedArticle 7 (License Maintenance Fee) and Paragraph 9.3 (Minimum Annual Royalty) and Paragraphs 21.4 and 21.5 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, that as a condition precedent Licensee shall have no right to permit any Sublicensee and requirement no Sublicensee shall have any right to further sublicense any of any such sublicense: (i) Celgene will obtain Bluebird’s the rights granted to Licensee hereunder without the prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (The Regents, such consent not to be unreasonably withheldwithheld or delayed, delayed or conditionedexcept that each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its Affiliates (as affiliate is defined in Paragraph 1.1 with Sublicensee substituted for Licensee in the definition). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted needed for the development and commercialization of Licensed Products in accordance with this Agreement. Also, for the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, any Applicable Bluebird In-License, such sublicense agreement may act or omission by a Sublicensee that would be redacted as necessary a breach of this Agreement if imputed to protect commercially sensitive information; (iv) The licensor Party Licensee will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing deemed to be bound a breach by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions Licensee of this CCPS Agreement.

Appears in 2 contracts

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

Sublicenses. The licenses granted to Schering under Sections A-2.1 and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full A-2.2 shall include the limited right to grant sublicenses to Third Parties contracted by Schering or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (to perform services in connection with the development and/or commercialization of the Products in the Field in the Territory, but in the case of Patent Rights and Know-How licensed to ViroPharma pursuant to the SaSy Agreement, and sublicensed to Schering under Section A-2.1 or A-2.2, Schering’s right to sublicense through multiple tiersshall be limited at any time during the term of this Agreement to only those rights received by ViroPharma under the SaSy Agreement (including as it may be amended), providedas such rights exist at such time, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect shall be subject to the Development or Commercialization prior consent of Licensed Product Sanofi-Synthelabo. Any such sublicenses shall be granted solely for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofpurpose of, and only to the extent permitted under any Applicable Bluebird In-Licensenecessary to, enable such sublicense agreement may contractors to perform the relevant services for Schering, shall be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance consistent with the terms and conditions of the License Agreement and the SaSy Agreement, and shall not include any right to grant further sublicenses. Except as expressly provided for in this CCPS Section A-2.3, Schering shall have no right to grant sublicenses under this License Agreement. Nothing in this Agreement shall prevent Schering from contracting with Third Parties to assist in the development or commercialization of Compound and Products in the Territory in the Field to the extent that the activities of such Third Parties do not require a sublicense under Patent Right, Know-How or Trademarks. For the sake of clarity, in the case of Patent Rights and Know-How licensed to ViroPharma pursuant to the SaSy Agreement, the sublicense to Schering shall be to the full extent of the rights licensed to ViroPharma, and ViroPharma shall not reduce such extent by its acts or omissions without the prior written consent of Schering.

Appears in 2 contracts

Samples: Option Agreement (Viropharma Inc), Option Agreement (Viropharma Inc)

Sublicenses. The licenses (a) Licensee may sublicense the license and covenants rights granted to Licensee under Sections 2.1 through 2.4 (as applicable) to (i) its Affiliates, (ii) in Sections 10.1 the case of all Licensed IP other than the Seeds and 10.2 may be sublicensedBeads IP, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (in connection with the right to sublicense through multiple tiers)operation of the business of Licensee or its Affiliates, provided, that as a condition precedent to and requirement but not for the independent use of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior Third Party, including distributors that need to granting practice the applicable Intellectual Property to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect provide ordinary course distribution services to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to licenseLicensee and its Affiliates; provided that, with respect to the Development Licensed Standards, sublicensing to such Third Parties shall be solely for such Third Parties to provide services to the Specialty Products Business or Commercialization Agriculture Business (as applicable) in the ordinary course at any or all Licensed Facilities (but not for the independent use of Licensed Product such Third Party), (iii) in the case of the Seeds and Beads IP, to Third Parties (1) who are bona fide collaborators or partners of Licensee or any of its Affiliates, or (2) in connection with which sublicense Licensee or any of its Affiliates is also granting a license or other rights to any other Intellectual Property for U.S. Administration seed coating and seed treatment technology owned by or licensed to Licensee or any of its Affiliates, in each case (1) and (2), for use in connection with the practice of seed coating and seed treatment technology, and (iv) with the prior written consent of Licensor, other Third Parties (each such consent not to be unreasonably withheldAffiliate or Third Party, delayed or conditioneda “Sublicensee”). (iiib) The licensee Party will provide Each sublicense granted by a Licensee under the licensor Party with a copy of any sublicense license granted to such Licensee in Sections 2.1 through 2.4 shall be granted pursuant to an agreement with a non-Affiliated Sublicensee within thirty that (30i) days of execution thereofis subject to, and to the extent permitted under any Applicable Bluebird In-Licenseconsistent with, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementAgreement and includes provisions at least as protective of Licensor and its Affiliates as the provisions of this Agreement (except that such sublicense shall not be required to provide rights for Licensor to audit Sublicensee in accordance with, and subject to, Section 2.11 (1) if the sublicense is granted to an Affiliate or (2) with respect to sublicenses of Licensed Know-How, Licensed Copyrights or Business Software where the primary purpose of such arrangement with sublicensee is not to grant access to such Licensed Know-How, Licensed Copyrights or Business Software), (ii) to the extent with respect to Licensed Patents or AgCo Licensed Standards and if Sublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee (including, for clarity, with respect to the audit rights set forth in Section 2.11 to the extent applicable), and (iii) to the extent with respect to Licensed Patents or AgCo Licensed Standards, is in writing if the Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee.

Appears in 2 contracts

Samples: Intellectual Property Cross License Agreement (Corteva, Inc.), Intellectual Property Cross License Agreement (DuPont De Nemours, Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by Regents also grants to the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided below, as long as the Licensee has current exclusive rights thereto under this Agreement. Licensee may grant its Sublicensee the right to further sublicense any of the rights exclusively granted to Licensee hereunder only to the extent necessary for the research, development, seeking of marketing or regulatory approvals, manufacture and/or commercialization of Licensed Product(s) and/or Licensed Methods. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors), providedother than those rights and obligations specified in Article 5 (License Issue Fee), that as Paragraph 7.2 (Minimum Annual Royalty) and Paragraphs 19.5 and 19.7 (reimbursement of Patent Prosecution Costs). For the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a condition precedent sublicense. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense be the operations of the licenses granted by Bluebird Licensee, for which the Licensee shall be responsible. 3.2 The Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and conditions described in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration this Article 3 (such consent not to be unreasonably withheld, delayed or conditionedSublicenses). 3.3 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense (ii) Bluebird will obtain Celgene’s written consent prior to granting to along with a Third Party any sublicense summary of the covenant not material terms of each such sublicense) and each amendment to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, issuance of such sublicense agreement may be redacted as necessary or such amendment. The Licensee will collect from Sublicensees and pay to protect commercially sensitive information; (iv) The licensor Party will be responsible for any Regents all fees, payments, royalties and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities cash equivalent of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) consideration due The licensor Party Regents. The Licensee will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.guarantee all monies due The Regents from

Appears in 2 contracts

Samples: Exclusive License Agreement (Singulex Inc), Exclusive License Agreement (Singulex Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may Subject to the requirements of this Section 2.5, Licensee shall be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right entitled to sublicense any or all of its rights under this Agreement through multiple tiers), provided, that as a condition precedent to and requirement : - 16 - of any such sublicense:- 75 - (i) Celgene Licensee has informed Licensor of the discussions with such potential Sublicensee in accordance with Section 3.7; and (ii) Each sublicense granted by Licensee will obtain Bluebirdbe pursuant to a written agreement that imposes on such Sublicensee obligations that are at least as protective of Licensor’s written consent prior rights as the relevant restrictions and limitations set forth In this Agreement, including provisions regarding Commercially Reasonable Efforts, exclusions from the License, termination of the MRA Territory, development obligations (to granting the extent applicable), regulatory activities (to the extent applicable), commercialization (to the extent applicable), confidentiality, sharing of Development Data, Joint Technology, audit, record-keeping and termination, including consequences of termination. Any such sublicense agreement shall include provisions on warranties and liabilities, indemnification and insurance that are not inconsistent with those contained in this Agreement. If Licensee grants a sublicense to a Third Party as permitted by this Section 2.5, then Licensee shall provide Licensor prompt written notice thereof. Licensee shall provide Licensor with an executed copy of any such sublicense agreement (redacted as Licensee may reasonably determine to protect confidential or commercially sensitive information; provided that Licensee may not redact any information that is necessary for Licensor to determine whether such sublicense meets the requirements of this Agreement). Except as otherwise agreed by the licenses granted Parties in writing, Licensee shall be jointly and severally responsible with its Sublicensees to Licensor for failure by Bluebird in Section 10.1 its Sublicensees to comply with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).this Agreement; and (iii) The licensee Party will provide Licensee shall not grant without the licensor Party with prior written consent of Licensor a copy of any sublicense agreement with to (1) a non-Affiliated Sublicensee within thirty Licensor Competitor; or (302) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such SublicenseeLicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementrights [***].

Appears in 2 contracts

Samples: Exclusive License and Collaboration Agreement (Nanobiotix S.A.), Exclusive License and Collaboration Agreement (Nanobiotix S.A.)

Sublicenses. The licenses Licensee may sublicense its rights under Section 2.01 to one or more Third Parties, but solely to the extent necessary or useful to enable such Third Parties to research, develop, make, have made, use, import, offer for sale or sell Licensed Compound(s) or Licensed Product(s) in the Field either on their own behalf or with or on behalf of Licensee or its Affiliates, and covenants subject to the conditions of this Section 2.06. (a) Licensee shall remain responsible for its sublicensees’ performance under this Agreement. (b) Licensee shall provide, in the Development Report required pursuant to Section 3.03, a list of any sublicensees granted in Sections 10.1 a sublicense during the preceding twelve (12) months. At Merck’s request, Licensee shall provide to Merck a true copy of any sublicense agreement, redacted to comply with any confidentiality obligations of such party. (c) In the event of a material default by any sublicensee under a sublicense, Licensee will promptly notify Merck upon knowledge thereof and 10.2 take such action as may be sublicensednecessary to remedy such default. (d) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, in full or in partEnglish, executed by the licensee Party by a written agreement sublicensee and giving its place of business. In addition, each and every such sublicense must be wholly consistent with those terms of this Agreement which are applicable to its Affiliates that portion of the Field and/or Territory to which the sublicensee has been granted rights. Without limiting the foregoing, each and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such every sublicense: (i) Celgene will obtain Bluebird’s written consent prior must require the sublicensee to granting to a Third Party any sublicense abide by confidentiality and non-use obligations at least as stringent as those contained in Article IX of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).this Agreement; (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense must include rights and obligations upon termination of the covenant not to xxx granted by Celgene sublicense which are consistent in Section 10.2, or any other right to license, all material respects with respect to the Development or Commercialization termination provisions of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).this Agreement; (iii) The licensee in the event that the sublicensee is granted the right to offer to sell or sell Licensed Compound or Licensed Product, must require the sublicensee to pay at least the royalties on Net Sales of Product specified in Article VII of this Agreement and to keep records and render reports as required in Section 7.04 and Section 7.05 and be subject to Merck’s audit rights as set forth in Section 7.05 of this Agreement; (iv) must obligate the sublicensee to maintain insurance in amounts consistent Section 11.06; (v) must provide an indemnity from the sublicensee in favor of Merck and Merck Indemnified Party to the same extent as the indemnity contained in Section 11.01, and must provide that the sublicensee agrees that it will provide not challenge the licensor Party with standing of Merck if it seeks to rely on such indemnification; and (vi) must include a copy provision stating, in words or substance, that Merck is not a party to the sublicense agreement and has no liability to any licensee, sublicensee or user of anything covered by the sublicense agreement, but that Merck is an intended third party beneficiary of the sublicense agreement and certain of its provisions are for the benefit of Merck and are enforceable by Merck in its own name. Any sublicense granted by Licensee hereunder shall survive any early termination of this Agreement by Merck pursuant to Section 12.03 of this Agreement if, as of the effective date of any such termination, the sublicensee is not in material breach of its obligations to Licensee under its sublicense agreement with a non-Affiliated Sublicensee and within thirty (30) days of execution thereof, and to such termination the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree sublicensee agrees in writing to be bound by directly to Merck under a license agreement substantially identical obligations as such licensee Party hereunder similar to this Agreement with respect to the activities of rights sublicensed hereunder, substituting such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementsublicensee for Licensee.

Appears in 2 contracts

Samples: Exclusive Patent and Know How License Agreement (Cerecor Inc.), Exclusive Patent and Know How License Agreement (Cerecor Inc.)

Sublicenses. The licenses (a) Subject to the terms and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties conditions of this Agreement (with the right to sublicense through multiple tiersincluding Section 3.1(b)), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting CPS may sublicense to a Third Party any (each such party holding a sublicense under this Agreement, a “Sublicensee”) CPS’ rights under the 2 Blades. Licensed Patents to use and sell Licensed Plant Products of Licensed Crops that have been generated by or on behalf of CPS as breeding material or reproductive seed or other Plant material to further develop such Licensed Plant Products for planting as commercial crops and preparing derivatives therefrom in the licenses granted by Bluebird Licensed Field in the Territory. Notwithstanding the foregoing or anything to the contrary in this Agreement, CPS shall not (except as set forth in Section 10.1 with respect 2.2(d)) sublicense CPS’ rights under the 2 Blades Licensed Patents to the Development produce or Commercialization modify any Plant or Plant materials through application or use of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed a TAL Nuclease or conditioned)through a TAL Nuclease Activity. (iib) Bluebird will obtain Celgene’s written consent prior Subject to granting the terms and conditions of this Agreement, 2 Blades may sublicense to a Third Party (each such party holding a sublicense under this Agreement, also a “Sublicensee”) 2 Blades’ rights under the CPS Licensed Patents to use and sell Licensed Plant Products that have been generated by or on behalf of 2 Blades as breeding material or reproductive seed or other Plant material to further develop such Licensed Plant Products for planting as commercial crops and preparing derivatives therefrom in the Licensed Field for any sublicense of Non-Profit Activity or in the covenant not to xxx granted by Celgene 2 Blades Commercial Licensed Field for any Other Activity, in Section 10.2, or any other right to license, with respect to each case in the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)Territory. (iiic) The licensee Subject to the terms and conditions of this Agreement, 2 Blades may sublicense to a Third Party will provide (each such party holding under this Agreement, also a “Sublicensee”) 2 Blades’ rights under the licensor CPS Licensed Patents to produce or modify any Plant or Plant materials through application or use of a TAL Nuclease or through a TAL Nuclease Activity (i) in the Licensed Field for any Non-Profit Activity, and (ii) in the 2 Blades Commercial Licensed Field for any Other Activity, except (in the case of such Other Activities) to [*****]; in each Initials Two Blades Foundation: 9 Initials Cellectis Plant Sciences, Inc.: Confidential Execution Copy CPS-14033 case solely in connection with 2 Blades’ licenses under 2 Blades Licensed Patents. For clarity but without limitation, the foregoing includes the right to grant sublicenses through multiple tiers to bona-fide, not-for-profit organizations that work for the benefit of Subsistence Farmers for use in Subsistence Farming in Developing Countries. Upon the execution of a sublicense to a not-for profit organization under this Section 2.3(c), 2 Blades and CPS shall issue a press release announcing the execution of such sublicense and CPS’ contribution to such sublicense within thirty (30) days after the execution thereof. (d) Each Party shall engage each Sublicensee solely pursuant to a written agreement containing provisions consistent with the terms and conditions of this Agreement (a copy of any sublicense agreement with a non-Affiliated Sublicensee which shall be provided to the other Party within thirty (30) days of execution thereofexecution, with provisions unrelated to this Agreement or the rights granted hereunder redacted), and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and Sublicensee shall abide by all obligations of such Sublicensee Party hereunder as if such Sublicensee it were such licensee a party to this Agreement. Notwithstanding the foregoing, for sublicenses granted by either Party hereunder; (v) Any such Sublicensee will agree under this Section 2.3, Sublicensees are not required to grant any licenses to, make any payments, notifications or reports to, submit to audits by, or indemnify the other Party. Each Party shall promptly notify the other Party in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of entering into any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement and ensure that relate to compliance each Sublicensee complies with the terms and conditions fulfills all of this CCPS Agreementsuch obligations. Each Party shall be entirely responsible and liable for any acts or omissions of its Sublicensees under any sublicenses granted by it hereunder.

Appears in 2 contracts

Samples: Commercial License Agreement (Calyxt, Inc.), Commercial License Agreement (Calyxt, Inc.)

Sublicenses. The licenses Section 3.01 Licensor hereby grants to Licensee and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent any or all of its licensed rights to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of under the licenses granted by Bluebird Licensed IP in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance accordance with the terms and conditions of this CCPS Agreement. Subject to the provisions of this Article III, the granting of such sublicenses shall be at Licensee’s sole and exclusive discretion and Licensee shall have the sole and exclusive power to determine the identity of any sublicensee and the terms and conditions of the sublicense. Section 3.02 All sublicenses must be in a written agreement. Licensee shall provide to Licensor a true, correct and complete copy of each sublicense agreement entered into by Licensee, and any modification or termination thereof, within ten (10) Business Days following such execution, modification or termination. Section 3.03 No sublicense of any Licensed IP granted by Licensee, an Affiliate of Licensee or any other sublicensee shall exceed the scope of rights granted to Licensee hereunder. Section 3.04 Licensee shall require that all sublicense agreements granted by it, an Affiliate of Licensee or any other sublicensee must: (a) include an agreement by the sublicensee to be bound by the terms and conditions of this License Agreement; (b) include Licensor’s right to enforce its rights in the Licensed IP; (c) provide that the term of the sublicense thereunder shall not extend beyond the Term; and (d) indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the sublicense. Section 3.05 Upon termination of this License Agreement, if any sublicense is in effect between Licensee or an Affiliate of Licensee and a third party sublicensee, the Licensor, upon receipt of written notice from the sublicensee within ten (10) Business Days after termination of this License Agreement, agrees to negotiate in good faith with such third party sublicensee regarding entry into a direct license agreement from the Licensor to such third party sublicensee; provided, however, that Licensor is not required to negotiate in good faith with such third party sublicensee if it is the cause of a breach that resulted in the termination of this License Agreement or is itself in breach of its obligations under its sublicense, this License Agreement or any supply agreement entered into with Licensor.

Appears in 2 contracts

Samples: Unrestricted License Agreement (Nuvectra Corp), License Agreement (Nuvectra Corp)

Sublicenses. The licenses 12.1 LICENSEE may grant sublicense(s) to Licensed Patents and covenants Licensed Materials during the term of this Agreement. 12.2 If LICENSEE is unable or unwilling to serve or develop a potential market or market territory for which there is a willing sublicensee(s), LICENSEE will, at STANFORD's request, negotiate in good faith a sublicense(s) hereunder. Bona fide business concerns of LICENSEE will be considered in any good faith negotiations for a sublicense under this Agreement. 12.3 Any sublicense(s) granted by LICENSEE under this Agreement shall be subject and subordinate to terms and conditions of this Agreement, except that the earned royalty rate specified in Sections 10.1 and 10.2 the sublicense(s) may be sublicensedat higher rates than the rates in this Agreement and the sublicensee may further sublicense any rights under Licensed Patents or Licensed Materials only as: (a) needed or implied in the course of distribution, in full installation or in part, by performance of service as required for the licensee Party by a written agreement sale to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization an end user of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed Products or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2Licensed Materials, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent b) not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee specifically rejected in writing by STANFORD within thirty (30) days of execution thereofwritten notification of sub-sublicensee by LICENSEE, any such rejection not being unreasonably made by STANFORD. Without limiting the foregoing, any such sublicense(s) also shall expressly include the provisions of Articles 6, 7, 8, 10 and 15 for the benefit of STANFORD, JHU and/or HHMI, as the case may be, and provide, at LICENSEE'S option, for the transfer of all obligations, including the payment of royalties specified in such sublicense(s), to STANFORD or its designee, in the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary event that this Agreement is terminated. 12.4 LICENSEE agrees to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations promptly provide STANFORD in confidence with a copy of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities relevant portions of any other)sublicense granted pursuant to this Article 12. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 12.5 LICENSEE will pay to STANFORD [**] of all payments received from a sublicensee in consideration for the sublicensing of Licensed Patents as well as [**] of any royalties, including any Know-How disclosure obligations such licensee Party has fees or other amounts received by LICENSEE as a result of the sublicensee's sale of Licensed Products, excluding equity payments, milestone payments, amounts paid to the licensor Party hereunder with respect to the fund research and development activities of such Sublicensee hereunder (but excluding payment obligations); conducted by LICENSEE, and (vi) The licensor Party will be made 12.6 reimbursement of patent costs. If LICENSEE is required to pay royalties to an express third-party beneficiary of any such Sublicensee’s obligations additional party, STANFORD agrees in good faith to consider negotiating a reduction in royalties under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementsection.

Appears in 2 contracts

Samples: Exclusive License Agreement (Curis Inc), Exclusive License Agreement (Curis Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with COMPANY shall have the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement grant sublicenses of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense its rights under Section 2.1 only during the EXCLUSIVE PERIOD. Such sublicenses may extend past the expiration date of the licenses granted by Bluebird in Section 10.1 with respect to EXCLUSIVE PERIOD, but any exclusivity of such sublicense shall expire upon the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense expiration of the covenant not EXCLUSIVE PERIOD. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to xxx granted by Celgene in Section 10.2, or any other right enable COMPANY to license, comply with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party this Agreement. COMPANY shall promptly furnish M.I.T. with a copy fully signed photocopy of any sublicense agreement with a agreement, which shall be deemed to be confidential information of the COMPANY. Should COMPANY’s license be terminated for any reason, made non-Affiliated Sublicensee within thirty (30) days of execution thereof, and exclusive or otherwise modified to the extent that COMPANY is no longer permitted under any Applicable Bluebird In-Licenseto grant rights to sublicensees set out in COMPANY’s sublicense agreements, such sublicense agreement may and should sublicensees not be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations in material default of COMPANY’s sublicensee agreements at the time of such Sublicensee termination, change to non-exclusivity or modification; then M.I.T. agrees, upon receipt of written notice from sublicensees, to grant licenses to sublicensees on the same terms and conditions as if are set out in their Biotrove sublicense agreement, or on such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree other terms and conditions as are agreed upon by M.I.T. and sublicensees following good faith negotiations; provided, however, that the sublicense agreements comply, or are amended in writing a manner requested by sublicenses to be bound by substantially identical obligations as such licensee Party hereunder with respect to bring the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to agreements into compliance with the terms and conditions of this CCPS AgreementAgreement for any sublicenses granted thereunder; and provided further, upon entering into new sublicenses with sublicensees, that M.I.T. will not be responsible in any way whatsoever for any of the representations, warranties or obligations of COMPANY under Biotrove sublicense agreements.

Appears in 2 contracts

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

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement 5.7.1 Subject to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and except as set forth herein, Organon shall have the right to sublicense the rights granted to it in Section 5.4, provided that Organon shall provide Pharmacopeia with at least the following information with respect to each Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Collaboration Product, and the rights granted to the Sublicensee; and (iii) the territory in which the Collaboration Product will be sold. Each such sublicense shall be consistent with all the terms and conditions of this Agreement, and shall be subject to the prior consent of Pharmacopeia, which consent shall not be unreasonably withheld. Organon shall remain primarily liable to Pharmacopeia for all of each such Sublicensee’s applicable financial and other obligations under the sublicense. No sublicense granted by Organon may be assigned, transferred or further sublicensed to any Third Party without the prior written consent of Pharmacopeia, which consent shall not unreasonably be withheld. 5.7.2 Subject to the terms and conditions of this Agreement and except as set forth herein, Pharmacopeia shall have the right to sublicense the rights granted to it in Section 5.6, provided that Pharmacopeia shall provide Organon with at least the following information with respect to each Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Collaboration Product, and the rights granted to the Sublicensee; and (iii) the territory in which the Collaboration Product will be sold. Each such sublicense shall be consistent with all the terms and conditions of this Agreement, and shall be subject to the prior consent of Organon, which consent shall not be unreasonably withheld. Pharmacopeia shall remain primarily liable to Organon for all of each such Sublicensee’s applicable financial and other obligations under the sublicense. No sublicense granted by Pharmacopeia may be assigned, transferred or further sublicensed to any Third Party without the prior written consent of Organon, which consent shall not unreasonably be withheld. 5.7.3 The following procedure shall apply to a sublicense being granted by either Party hereunder: Following the granting of the sublicense, the sublicensee shall covenant that it will fully perform the applicable obligations of the sublicensor under this Agreement. In addition, the sublicensee shall represent and warrant that it will comply with all applicable laws and regulations in carrying out its obligations under this Agreement, including all relevant antitrust and competition laws. Evidence of such covenant and representation shall be provided to the non-sublicensing party within ten (10) days following the effective date of the sublicense grant.

Appears in 1 contract

Samples: Collaboration and License Agreement (Pharmacopeia Drug Discovery Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with VIT shall have the right to sublicense grant sublicenses, through multiple tiers), provided, that as a condition precedent under the licenses granted in Section 2.1 without ChemoCentryx’s consent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior any Affiliate of VIT, (ii) Fresenius Medical Care and its Affiliates solely to granting the extent operating as Distributors, and (iii) Third Parties listed in the Letter Agreement. For the avoidance of doubt, if VIT desires to grant a sublicense to a Third Party any sublicense of the licenses granted by Bluebird not included in Section 10.1 with respect to the Development Sections 2.2(i), (ii) or Commercialization of Licensed Product for U.S. Administration (such iii), it must obtain ChemoCentryx’s prior written consent, which consent will not to be unreasonably withheld, delayed conditioned, or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting delayed. All sublicenses granted under the licenses granted in Section 2.1 shall be in writing and shall be subject to, and consistent with, the terms and conditions of this Agreement. If ChemoCentryx does not respond to a Third Party any sublicense notice under this Section 2.2 within twenty (20) Business Days, ChemoCentryx’s consent will be deemed to be granted. VIT shall use Commercially Reasonable Efforts to cause each agreement with a Sublicensee to include the right of the covenant not VIT to xxx granted by Celgene in Section 10.2, or any other right grant to license, ChemoCentryx rights with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheldall Data, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofInventions, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of Regulatory Filings made or generated by such Sublicensee as if such Sublicensee Data, Inventions, and Regulatory Filings were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to made or generated by VIT. VIT shall be bound by substantially identical obligations as such licensee Party hereunder with respect to responsible for the activities compliance of such Sublicensee hereunder (its Affiliates and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance Sublicensees with the terms and conditions of this CCPS Agreement. Upon ChemoCentryx’s request, for sublicenses covering the Major Market Countries, VIT shall provide ChemoCentryx with a full and complete copy of each agreement under which VIT or its Affiliate or Sublicensee grants a sublicense to a Third Party (provided that VIT may redact any confidential information contained therein that is not necessary to confirm compliance with this Agreement, including financial terms).

Appears in 1 contract

Samples: Collaboration and License Agreement (ChemoCentryx, Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by Regents also grants to the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided below, as long as the Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. Such sublicenses will include all of the terms, conditions, obligations and other restrictions of this Agreement that protect or benefit The Regents' (and, if applicable, the United States Government's and other sponsors') rights and interests, other than those terms, conditions and obligations specified in Article 5 (License Issue Fee), providedArticle 6 (License Maintenance Fee) and Paragraph 8.3 (Minimum Annual Royalty) and Paragraphs 20.4 and 20.6 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, that as a condition precedent the Licensee shall have no right to permit any Sublicensee and requirement of no Sublicensee shall have any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior right to granting to a Third Party further sublicense any sublicense of the licenses rights granted by Bluebird in Section 10.1 with respect to the Development or Commercialization Licensee hereunder, except that each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its affiliates as affiliate is defined in Paragraph I.I with sublicensee substituted for licensee in the definition, to the extent reasonably needed for the development and commercialization of Licensed Product Products in accordance with this Agreement. Also, for U.S. Administration (the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such consent not Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be unreasonably withheldthe operations of the Licensee, delayed or conditionedfor which the Licensee shall be responsible. 3.2 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents' rights on the terms and conditions described in this Article 3 (Sublicenses). (ii) Bluebird 3.3 The Licensee will obtain Celgene’s written consent prior to granting to a Third Party any notify The Regents of each sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party hereunder and will provide the licensor Party The Regents with a complete copy of any each sublicense agreement with a non-Affiliated Sublicensee and each amendment to such sublicense within thirty (30) days of execution thereofissuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Paragraph 7.2 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees' Net Sales as provided for in Paragraph 7.2. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and deliver all such reports due The Regents from Sublicensees. 3.4 If Licensee licenses patent rights assigned to or otherwise acquired by it ("Licensee's Patent Rights"), and it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee's Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee's Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 3.5 Upon any expiration or termination of this Agreement for any reason, all sublicenses shall automatically terminate, unless The Regents, at its sole discretion, agrees in writing to an assignment to The Regents of any sublicense. The Regents shall not be bound to any duties under an assigned sublicense beyond The Regents' duties under this Agreement. In the event of termination of this Agreement and if The Regents accepts assignment of any sublicense, any such assignment will include a modification to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary that requires payment of Earned Royalties directly to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Regents by the Sublicensee as if such Sublicensee it were such licensee Party hereunder; the Licensee at a rate that is no lower than the rate set fo1ih in Article 8 (vEarned Royalties and Minimum Annual Royalties) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder accordance with respect to the activities of such Sublicensee hereunder Article 4 (and not with respect to the activities of any otherPayment Terms), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Exclusive License Agreement (Aclarion, Inc.)

Sublicenses. The licenses and covenants Licensee shall have the right to grant sublicenses, through multiple tiers under the license rights granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Section 2.01 to its Affiliates and Third Parties (with also referred to as Related Licensee Parties); provided that in each case (including in case of sublicenses to Affiliates and all subsequent sublicense tiers): (a) the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement grant of any such sublicense:sublicense shall not relieve Licensee of its obligations under this Agreement, and Licensee shall remain fully liable for its Related Licensee Parties and all subsequent tiers of sublicensees. Any such permitted sublicenses shall contain all provisions necessary to ensure each Related Licensee Parties and subsequent tiers of sublicensees comply with Licensee’s ongoing obligations under this Agreement. Any such permitted sublicenses shall also be consistent with and expressly made subject to and in accordance with, and not prejudicial to the rights of Licensor under the terms and conditions of this Agreement; (ib) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any each sublicense shall include indemnification and defense provisions by each Related Licensee Parties and all subsequent tiers of the licenses granted by Bluebird sublicensees in Section 10.1 with respect to the Development or Commercialization favour of Licensed Product for U.S. Administration (such consent not to be unreasonably withheldLicensor, delayed or conditioned).its Affiliates, and their officers, directors, shareholders and employees; (iic) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a complete and accurate copy of any sublicense agreement with executed by and between Licensee and a non-Affiliated Sublicensee sublicensee, and each subsequent sublicensee tiers, including the identity of sublicensee, shall be provided to Licensor within thirty (30) days of execution thereof, and after its execution; provided that Licensee shall have the right to reasonably redact from such copy information that is not necessary for Licensor to confirm the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicenseeagreement’s obligations under such sublicense agreement that relate to compliance with this Agreement. Until the terms Payment Cap is achieved, Licensee shall provide to Licensor, on an annual basis, a complete and conditions accurate list of this CCPS Agreementall sublicensees subsequent tiers of sublicensees. Upon the Payment Cap being achieved, Licensee will no longer be obligated to provide such list.

Appears in 1 contract

Samples: Research Collaboration and License Agreement (Palisade Bio, Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by Regents also grants to the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee the right to sublicense to third parties (including, without limitation, to Affiliates, Joint Ventures and Translational Profiling R&D Collaboration Partners) through multiple tierstiers and on an exclusive or non-exclusive basis the rights granted to the Licensee hereunder as long as the Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors), providedother than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 7.2 (Minimum Annual Royalty) and Paragraphs 19.4 and 19.6 (Reimbursement of Patent Prosecution Costs). The Licensee shall have the right to permit any Sublicensee to further sublicense any of the rights granted to the Licensee hereunder provided that they adhere to all the terms and conditions required by a Sublicensee under this Agreement. Also, for the avoidance of doubt, Affiliates, Joint Ventures and Translational Profiling R&D Collaboration Partners shall have no licenses under this Agreement unless such Affiliates, Joint Ventures and Translational Profiling R&D Collaboration Partners are granted a sublicense. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. 3.2 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and conditions described in this Article 3 (Sublicenses). 3.3 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense and each amendment to such sublicense within [***] of issuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee does not guarantee any monies due The Regents from Sublicensees that are not received by the Licensee. Any failure of the Licensee to pay to The Regents any amounts of Net Sales of any Sublicensee before the Licensee receives such amounts from such Sublicensee under the relevant sublicense will not be a breach of the Licensee’s obligations under this Agreement to pay to The Regents amounts as a condition precedent to and requirement Net Sales of such Sublicensee, provided that that Licensee: (i) will not grant any Sublicensee more than [***], after the date on which monies were not paid to The Regents from Licensee for Sublicensee’s Net Sales, to cure such default, (ii) will use its diligent efforts to obtain such payment from the relevant Sublicensee, (iii) will notify The Regents in writing of any such sublicense: default within [***] after such default, (iiv) Celgene will obtain Bluebirdwill, within [***] after the Licensee’s written consent prior receipt of monies due to granting the Licensee from the relevant defaulting Sublicensee pay to a Third Party any sublicense of The Regents the licenses granted by Bluebird in Section 10.1 amount due hereunder from the Licensee with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations Net Sales of such Sublicensee as if to which such payment by the Sublicensee were such licensee Party hereunder; to the Licensee relates, and (v) will enact a plan, which will be mutually agreed upon by the Licensee and The Regents within [***] after the Sublicensee’s failure to cure the default, for addressing such Sublicensee’s default if such default has not been cured prior to agreement upon or implementation or as relevant, such plan. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will deliver all such reports received by Licensee from Sublicensees to The Regents. Any sublicense or amendment to such Sublicensee sublicense and/or progress reports provided to The Regents hereunder shall be considered the Proprietary Information of Licensee. 3.4 If Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee’s Patent Rights”), and it believes without any specific inquiry, in good faith, that the recipient of such license will agree infringe Patent Rights in writing practicing the Licensee’s Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee’s Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 3.5 Upon any expiration or termination of this Agreement for any reason, all sublicenses granted by Licensee shall be assigned to The Regents; provided that The Regents will not be bound by substantially identical any grant of rights broader than or will not be required to perform any obligation other than those rights and obligations as contained in this Agreement. Moreover, The Regents will have the sole right to modify each such licensee Party hereunder with respect assigned sublicense to include all of the activities rights of such Sublicensee hereunder The Regents (and, if applicable, the United States Government and not with respect to the activities of any other)other sponsors) that are contained in this Agreement, including any Know-How disclosure obligations such licensee Party has the payment of Earned Royalties and Minimum Annual Royalties directly to The Regents by the licensor Party hereunder Sublicensee as if it were the Licensee at a rate that is no lower than the rate set forth in Article 7 (Earned Royalties and Minimum Annual Royalties) in accordance with respect to the activities of such Sublicensee hereunder Article 4 (but excluding payment obligationsPayment Terms); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Exclusive License Agreement (Locust Walk Acquisition Corp.)

Sublicenses. The licenses and covenants 2.2.1 Licensee shall have the right to grant sublicenses under the rights granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Section 2.1 (a) to its Affiliates and (b) to Third Parties (with each such Affiliate or Third Party to which such sublicense is granted, a “Sublicensee”), in each of (a) and (b) solely to the extent of, and consistent with, Licensee’s right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement grant sublicenses of any Patent rights under the applicable Collaboration Agreement. Licensee will remain liable for all the terms and conditions of this Agreement such sublicense:that any act or omission by or on behalf of a Sublicensee that would be a breach of this Agreement if undertaken by Licensee, shall be deemed a breach of this Agreement by Licensee. 2.2.2 With respect to any (isub)license agreement(s) Celgene will obtain Bluebird’s written consent prior to granting to entered into with a Third Party any sublicense Sublicensee by Licensee in effect as of the licenses granted by Bluebird 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 in Section 10.1 good standing with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent Sublicense and was not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense itself the cause of the covenant not to xxx granted by Celgene termination of this Agreement, Pieris shall negotiate in Section 10.2good faith a direct license with the Sublicensee under the following terms and conditions (provided that such Sublicensee does not, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days following the termination or expiration of execution thereofthis 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 sixty (60) days 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 this Agreement, and (3) such direct license to the extent permitted under Sublicensee by Pieris shall not place any Applicable Bluebird In-Licenseadditional obligations (including but not limited to representations, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (ivwarranties, or liabilities) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s on Pieris beyond its obligations under such sublicense agreement that relate to compliance with this Agreement without the terms and conditions prior written consent of this CCPS AgreementPieris.

Appears in 1 contract

Samples: Non Exclusive Anticalin® Platform Technology License Agreement (Pieris Pharmaceuticals, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedExcept as expressly permitted hereby, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee shall not have the right to sublicense through multiple tiers)all or any portion of the License granted hereby without obtaining Licensor’s prior written consent. Notwithstanding the foregoing, providedLicensee shall have the right, that as a condition precedent without obtaining Licensor’s consent, to and requirement grant sublicenses of any such sublicense: or all rights granted to Licensee by Licensor hereunder to (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development Affiliates, or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird any other entity so long as Licensee shall exercise and maintain managerial control over all Restaurants and Grills owned or operated by such entity substantially in the manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a “Sublicensee”). Each sublicense will obtain Celgenecontain the provisions set out in this Agreement as the last sentence of this paragraph, subparagraph 6(b), subparagraphs 15(e) through 15(k) below and provisions (a) confirming Licensor’s written consent prior to granting to a Third Party any sublicense ownership of the covenant not Marks and Associated Rights which are the subject of the sublicense, (b) declaring that the sublicense will be deemed automatically assigned by Licensee to xxx granted by Celgene in Section 10.2Licensor upon any lawful termination of this Agreement (provided, or any other right to licensehowever, with respect to that Licensor shall have the Development or Commercialization of Licensed Product for U.S. Administration (such consent not option, to be unreasonably withheld, delayed or conditioned). exercised within fifteen (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (3015) days of execution thereofsuch termination, to reject such sublicense by notice to the Sublicensee), (c) requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement and to maintain the operating and quality standards prescribed herein, (d) giving Licensor the right to determine directly whether or not such operating and quality standards are being maintained, and to (e) prohibiting further sublicensing of the extent permitted rights granted under any Applicable Bluebird In-License, such the sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree except in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and provisions of this paragraph. Licensee will take all appropriate steps to exercise quality control over the goods and services provided by each Sublicensee in order to ensure that the operating and quality standards required by this Agreement are being maintained. Notwithstanding anything to the contrary contained herein, Licensor shall not have the right to terminate this Agreement or the License granted hereby for any default which may arise hereunder by reason of the acts or omissions of any Sublicensee so long as (i) Licensee shall use its best efforts to cause such Sublicensee to comply with the applicable terms and conditions of this CCPS AgreementAgreement and to maintain the operating and quality standards prescribed herein, and (ii) if such efforts fail to cause the Sublicensee to comply with such terms and conditions or maintain such standards within a reasonable time period not to exceed ninety (90) days, Licensee shall immediately terminate or cause to be terminated the applicable sublicense.

Appears in 1 contract

Samples: Sale and License Agreement (Smith & Wollensky Restaurant Group Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee (a) Each Party by a written agreement to its Affiliates and Third Parties (with shall have the right to sublicense through multiple tiers)rights granted in Sections 3.1 and 3.4 respectively to its Affiliates. Such Party shall cause its Affiliates to comply with and be bound by those 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, providedincluding (as applicable to each Party) Sections 3.2, that as a condition precedent to 3.8, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11 and requirement 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 sublicense:obligation shall constitute a breach by such Party of this Agreement and shall 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. (ib) Celgene will obtain BluebirdFujisawa 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 written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (approval, such consent 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 shall not be further sublicensable or assignable without Fujisawa’s prior written consent, which consent shall not be unreasonably withheld. Such sublicenses shall terminate upon the termination of Fujisawa’s rights granted herein. Each sublicense shall contain covenants by the sublicensee for the benefit of Cardiome and Fujisawa for such sublicensee to observe and perform materially the same 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, delayed or conditioned)such sublicenses shall include an obligation for the sublicensee to account for and report its Net Sales on the same basis as if such sales were Net Sales by Fujisawa, and Cardiome shall receive royalties from Fujisawa in the same amounts as if the Net Sales of the sublicensee 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. (iic) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of Cardiome shall have the covenant not to xxx granted by Celgene in Section 10.2, or any other right to licensesublicense rights granted in Sections 3.4 to Third Parties with Fujisawa’s approval, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent approval not to be unreasonably withheldwithheld or delayed, delayed or conditioned). (iii) The licensee Party will provide in each case subject to the licensor Party with a copy following: Cardiome shall give Fujisawa prompt notice of the execution of any sublicense agreement with a non-Affiliated Sublicensee within sublicense. Within thirty (30) calendar days after execution of execution thereofa 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 permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations applicable. In the event that Cardiome becomes aware of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary a material breach of any such Sublicensee’s obligations under such sublicense agreement that relate by the sublicensee, Cardiome shall promptly notify Fujisawa of the particulars of same and use its Commercially Reasonable Efforts to compliance with enforce the terms and conditions of this CCPS Agreementsuch sublicense.

Appears in 1 contract

Samples: Collaboration and License Agreement (Cardiome Pharma Corp)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s Licensee may grant written consent prior sublicenses to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 third parties with respect to the Development rights licensed hereunder. Any agreement granting a sublicense shall state that the sublicense is subject to the termination of this Agreement, but that such Sublicensee shall have the right simultaneously with such termination to obtain a license directly from XXXX, and XXXX shall simultaneously grant such a license, under the terms and conditions set forth in this Agreement. During the term of this Agreement, Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. Licensee shall provide XXXX with the name, contact information and address of each Sublicensee, as well as information regarding the number of full-time employees of any such Sublicensee to allow XXXX to determine whether it can maintain its small entity filing status for patent prosecution and maintenance purposes. (ii) With respect to sublicenses granted by Licensee under this Section 2B, Licensee shall pay to XXXX what Licensee would have been required to pay to XXXX had Licensee sold the amount of Products sold by such Sublicensee. In addition, if Licensee receives fees or Commercialization milestone payments in consideration for the grant of Licensed Product rights under any sublicense, and such amounts are not royalty payments based directly upon the amount or value of Products sold by the Sublicensee, then Licensee shall pay to XXXX a percentage of such fee or milestone payments as follows: (a) [CONFIDENTIAL] of such fee or milestone payments received under each sublicense agreement entered into within [CONFIDENTIAL] of the date hereof; (b) [CONFIDENTIAL] of such fee or milestone payments received under each sublicense agreement entered into prior to the date that is [CONFIDENTIAL] from the date hereof but subsequent to the date that is [CONFIDENTIAL] from the date hereof; and (c) [CONFIDENTIAL] of such fee or milestone payments received under each sublicense agreement entered into subsequent to the date that is [CONFIDENTIAL] from the date hereof. The parties agree that payments received by Licensee as payment to or reimbursement for U.S. Administration (actual costs and expenses, including direct, indirect and overhead allocations, calculated in accordance with Licensee’s accounting practices applied on a consistent basis in accordance with generally accepted accounting principles, incurred in conducting research or other activities on behalf of a Sublicensee as part of a research or collaboration or other agreement, or payments received by Licensee as consideration for services or goods provided to a Sublicensee, shall not be considered as payments subject to the percentage distribution set forth above. If goods provided by Licensee to its Sublicensees are Products as defined under this Agreement, then any payments received by Licensee for such goods shall be subject to Section 4C. Licensee shall not receive from its Sublicensees anything of value in lieu of cash payments in consideration for any sublicense granted under this Agreement, without the express prior written consent of XXXX, such consent not to be unreasonably withheld, delayed conditioned or conditioned)delayed. (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Exclusive License Agreement (Inspire Pharmaceuticals Inc)

Sublicenses. The licenses Subject to Section 2.2, Ra Pharma may not grant sublicenses under the license granted under Section 2.1, except as follows: (a) Ra Pharma may grant sublicenses to Camurus IP to any of its Affiliates or Third Parties as required to make and covenants granted have made the Product; (b) Ra Pharma may grant sublicenses to the Camurus IP to any of its Affiliates or Third Parties to develop, make, have made, use, sell, offer for sale, market and promote a Product in Sections 10.1 the Licensed Field in the Territory; provided, that in each such case (a) and 10.2 may (b): (i) Ra Pharma shall be sublicensedliable to Camurus as if Ra Pharma is exercising such sublicensed rights itself under this Agreement; (ii) the Sublicensee shall not be permitted to grant further sublicenses, unless the Sublicensee is an Affiliate of Ra Pharma, in full which case the Sublicensee may sublicense any portion of its rights to another Affiliate of Ra Pharma for so long as such entity remains an Affiliate of Ra Pharma; and (iii) Ra Pharma shall provide upon written request by Camurus reasonable assurance that its Sublicensees comply with confidentiality, indemnity, reporting, audit rights, access to data (including to obtain rights to Placebo Development Data, as applicable pursuant to this Agreement, from Sublicensees), and information obligations at least equal to those set forth in this Agreement. Ra Pharma shall promptly provide notice to Camurus of any sublicense granted pursuant to this Section 2.3. Any person or in part, by the licensee Party by entity that receives a written agreement to its Affiliates and Third Parties (with sublicense or is otherwise granted the right to sublicense through multiple tiers)promote and sell the Product as permitted hereunder is a “Sublicensee”. Notwithstanding the foregoing, providedRa Pharma may only grant to a Sublicensee rights to manufacture the material embodying the FC Technology and Product within the US, that EU (including UK) and Japan, without Camurus’ prior written approval. Certain information marked as a condition precedent to and requirement of any such sublicense: [***] has been excluded from this exhibit because it is both (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). material and (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to would be unreasonably withheld, delayed or conditioned)competitively harmful if publicly disclosed. (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: License Agreement (Ra Pharmaceuticals, Inc.)

Sublicenses. The licenses 2.3.1. Subject to Sections 2.5 and covenants granted in Sections 10.1 and 10.2 may be sublicensed5.4, in full or in part, by Insmed shall have the licensee Party by a written agreement right to grant to its Affiliates and Third Parties other Persons sublicenses (with the right to sublicense or further rights of reference), through multiple tiers)tiers of sublicenses, provided, under the licenses and rights of reference granted in Section 2.1; provided that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebirdsublicenses shall be subject to AstraZeneca’s prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (consent, such consent not to be unreasonably withheld, delayed conditioned or conditioned).delayed. Notwithstanding the foregoing in this Section 2.3.1, Insmed may, with prior written notice to, and without the prior written consent of, AstraZeneca: (i) sublicense such rights in whole or in part to Affiliates, as reasonably required for Insmed to perform its obligations under this Agreement in connection with the Development and Commercialization of Licensed Products throughout the Territory, which sublicense shall automatically terminate when such Affiliate ceases to be an Affiliate of Insmed; and (ii) Bluebird will obtain Celgene’s written consent prior sublicense such rights in whole or in part to granting to a Third Party any sublicense of the covenant not contract research organizations and contract manufacturing organizations, as required for Insmed to xxx granted by Celgene perform its obligations under this Agreement in Section 10.2, or any other right to license, connection with respect to the Development or and Commercialization of Licensed Product for U.S. Administration (such consent not Products throughout the Territory, which sublicense shall be further sublicenseable in multiple tiers solely to the extent reasonably required in connection therewith. Any sublicenses granted by Insmed under this Section 2.3 shall be unreasonably withheldconsistent with, delayed or conditioned)and expressly made subject to, the terms and conditions of this Agreement. 2.3.2. Insmed shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement as if such Sublicensee were a Party to this Agreement. Insmed hereby (iiix) The licensee Party will provide guarantees the licensor Party with performance of its Affiliates and permitted Sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense shall not relieve Insmed of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Sublicensee and (y) waives any requirement that AstraZeneca exhaust any right, power or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement prior to proceeding directly against Insmed. A copy of any draft sublicense agreement shall be provided to AstraZeneca prior to its execution, and a copy of any sublicense agreement with a non-Affiliated Sublicensee executed by Insmed shall be provided to AstraZeneca within thirty (30) days [***] after its execution; provided that in each case the financial terms of execution thereof, and any such sublicense agreement to the extent permitted not pertinent to an understanding of a Party’s obligations or benefits under this Agreement may be redacted. Insmed shall provide AstraZeneca with any Applicable Bluebird In-License, additional materials reasonably requested by AstraZeneca in order for AstraZeneca to verify that such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree is in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: License Agreement (INSMED Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee shall have the right to sublicense through multiple tiers)grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, provided, that as a condition precedent subject to the following requirements and requirement conditions: 2.4.1 Licensee must obtain NovaDel’s prior written consent in respect of any each such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (, such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird withheld but in no case will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within exceed thirty (30) days of execution thereof, and days. Except to the extent permitted the Parties otherwise agree pursuant to the terms of a particular sublicense granted under this Section 2.4, any Applicable Bluebird In-License, such sublicense agreement may must be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance fully consistent with the terms and conditions of this CCPS Agreement, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, and (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate such sublicense agreement for a breach of such sublicense agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Appears in 1 contract

Samples: License and Development Agreement (Hana Biosciences Inc)

Sublicenses. (a) The licenses License includes the right for Xxxxx to xxxxx to third parties a sublicense of the rights granted under the License (each, a “Sublicensee” and covenants granted such sublicense, a “Sublicense”) in Sections 10.1 and 10.2 accordance with this Section 2.3, Xxxxx may be sublicensed, in full or in part, by the licensee Party by a written agreement not grant to its Affiliates and Third Parties (with such Sublicensee the right to sublicense through multiple tiers)grant any further Sublicenses, provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s without the prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (Rosetta, such consent of Rosetta not to be unreasonably withheld, delayed or conditioned)and the prior written consent of Yeda in accordance with the Yeda Agreement. In the event Xxxxx desires to obtain such consents to grant a sublicense with the right to grant further sublicenses,[***]. Xxxxx shall at all times be responsible to Rosetta for its Sublicensee’s compliance with the terms of this Agreement and the Yeda Agreement that are applicable to Rosetta’s sublicensees and sub-sublicensees. (b) Xxxxx agrees that each Sublicense shall be pursuant to a written sublicense agreement (a “Sublicense Agreement”) which shall comply with the following: (i) [***] terms hereof applicable to a Sublicensee, and [***], including [***]. (ii) Bluebird will obtain Celgene’s provide that: the Sublicense is personal to the Sublicensee and may not be sold, assigned, delegated or otherwise transferred or encumbered, in whole or in part, without the prior written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization each of Licensed Product for U.S. Administration Rosetta and Yeda (such consent not by Yeda to be unreasonably withheldsought and provided in accordance with Section 5.7.5 of the Yeda Agreement), delayed and the Sublicensee may [***] of its receipt from the Sublicensee. For the avoidance of doubt, for purposes of this, Sublicense Agreement, a merger or conditioned)consolidation of the Sublicensee with a third party where the Sublicensee is the surviving entity, or the acquisition of all or substantially all of the stock of control of the Sublicensee, shall not be deemed an assignment and the prior consent of Rosetta or Yeda is not required for such transaction . (iii) The licensee Party provide that the Sublicensee shall have no right to grant further sublicenses; (iv) provide that all Yeda-dependent provisions under the Sublicense will terminate in the event that the Yeda Agreement is terminated; (v) provide that the licensor Party Sublicense will automatically terminate on the earlier of (x) the Expiration Date or (y) the date on which this Agreement expires or terminates for any reason, provided that in the event that this Agreement is terminated prior to the Expiration Date, and provided that a Sublicensee is at that time not in breach of its Sublicense Agreement, Rosetta agrees to enter into good faith negotiations with Sublicensee with respect to the provision of a direct license between Rosetta and such Sublicensee on substantially the same financial terms as those set forth herein and in the Sublicense Agreement, subject to the mutual agreement of Rosetta and the Sublicensee. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Xxxxx shall promptly provide Rosetta (i) [***], (ii) the[***], and (iii) [***] after its execution. All amendments to any such Sublicense shall comply with this Section 2.3(c), and [***]. (d) Xxxxx shall promptly notify Rosetta in the event that any Sublicensee is in material breach of its Sublicense Agreement, and will promptly provide Rosetta with a copy of any sublicense agreement with notice of breach, termination, or the like sent to or received from a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement. Rosetta shall [***].

Appears in 1 contract

Samples: Patent License Agreement (Mirna Therapeutics, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with BeiGene shall have the right to sublicense grant sublicenses under the rights granted under Section 2.1 through multiple tiers)tiers to (a) any Affiliates, provided, that as a condition precedent to and requirement of (b) any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party engaged by it to conduct Development and/or Manufacturing activities, including contract research organizations, academic institutions, and regulatory affairs consultants, subject to the execution by each such Third Party of an agreement containing provisions with respect to confidentiality and assignment of Know-How that are consistent with, and comparable in scope to, Articles 10 and 11, and (c) any sublicense of the licenses granted by Bluebird in Section 10.1 Third Party with respect to the Development or Development, manufacture and/or Commercialization of any Licensed Product for U.S. Administration (Products in the Field and in the Licensed Territory; 13 *** Confidential Treatment Requested provided, that BeiGene will include in each Sublicense Agreement the acknowledgement that such consent not agreement is subject to be unreasonably withheldthe terms of this Agreement, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior and an obligation of each Sublicensee to granting comply with the relevant terms of this Agreement. For purposes of clarity, BeiGene shall have the right, in connection with the grant of a sublicense to a any Third Party any sublicense pursuant to this Section 2.2, to transfer to such Third Party such quantities of the covenant not Compound as are necessary for such Third Party to xxx granted by Celgene conduct Development, Manufacturing and/or Commercialization activities in Section 10.2, or any other right to license, accordance with respect to the Development or Commercialization of Licensed Product for U.S. Administration (sublicense grants. Any and all such consent not to Sublicense Agreements shall be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofin writing and shall be subject to, and to the extent permitted under any Applicable Bluebird In-Licenseconsistent with, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and shall include a provision that permits BeiGene 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. BeiGene shall provide Mirati with a copy of each such sublicense granted by BeiGene to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or technical information to the extent not necessary for Mirati to confirm BeiGene’s compliance with the terms of this Agreement) within […***…] days of executing such sublicense agreement.

Appears in 1 contract

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

Sublicenses. The licenses Subject to the terms and covenants granted in Sections 10.1 and 10.2 may be sublicensedconditions of this Agreement, Haisco will have the right to grant Sublicenses, in full whole or in part, by subject to the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (Starton, such consent not to be unreasonably withheld, delayed conditioned or conditioned). (ii) Bluebird will obtain Celgene’s delayed; provided, however, that the prior written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, Starton is hereby waived if and to the extent permitted under Haisco: (i) grants to its Affiliate(s) such Sublicensee, or (ii) entrusts certain activities related to Development of the Product to Third Party contract research organizations (the “CROs”) and grants such Sublicense to the CROs to the extent necessary or appropriate for them to conduct the entrusted activities, or (iii) entrusts certain activities related to Commercialization of the Product to Third Party distributors, sub-distributors or sales agents (the “Distributors”) and grants such Sublicense to the Distributors to the extent necessary or appropriate for them to conduct the entrusted activities (collectively, the “Permitted Sublicenses”). Prior to the execution of any Applicable Bluebird In-Licenseproposed Sublicense other than the Permitted Sublicenses, such sublicense agreement may be redacted as necessary Haisco will furnish to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations Starton a summary of such Sublicensee as if proposed Sublicense for review; provided, that Haisco may redact from each such Sublicensee were such licensee Party Sublicense agreement provisions that are not relevant to Xxxxxx’s performance hereunder; (v) Any such Sublicensee will agree . All Sublicenses must be in writing to and be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance consistent with the terms and conditions of this CCPS Agreement, and will include confidentiality, non-disclosure and non-use provisions at least as restrictive or protective of the Parties, the Starton Technology and Starton’s Confidential Information, as those set forth in this Agreement. Notwithstanding any such Sublicense, Xxxxxx will remain responsible for the performance of its obligations under this Agreement to the same extent as if such activities were conducted by Xxxxxx and for any payments due hereunder with respect to any activities of any Sublicensee.

Appears in 1 contract

Samples: Development and Commercial License Agreement (HWEL Holdings Corp.)

Sublicenses. The licenses Subject to Section 14.1 and covenants granted in Sections 10.1 and 10.2 may be sublicensedSection 14.2, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Company shall have the right to sublicense through multiple tiers)the Licensed Intellectual Property but only with the prior written consent of Licensor, providedsuch consent to be at Licensor’s sole discretion, that as a condition precedent to and requirement of any such sublicensebut which shall not be rejected without justified cause, provided that: (i) Celgene will obtain Bluebird’s written consent prior the sublicense to granting such Permitted Company Licensee is pursuant to a Third Party any written, valid and enforceable agreement containing terms and restrictions (other than fees and without sub-licensing rights) at least substantially the same as those contained herein, including, without limitation, the following: (I) License grant limitations and sublicensee obligations relating thereto at least as restrictive as the License Grant and sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization obligations set forth herein; (II) Licensor ownership of Licensed Product for U.S. Administration Intellectual Property, and Licensor license rights to Company Related Enhancements and to Company Independent Development by such sublicensee at least as broad as those contained herein; and (such consent not III) Obligations on the Permitted Company Licensee at least as broad, and rights at least as favorable to be unreasonably withheldLicensor, delayed or conditioned)as those contained herein regarding protection of Licensed Intellectual Property, audit rights, remedies and liability limitations, representations, warranties, confidentiality, termination, governing law and other miscellaneous provisions. (ii) Bluebird notwithstanding Section 2.1 (d)(i) above: (I) No sublicensing of any Permitted Company Licensee will obtain Celgene’s written consent prior include any representations or warranties, express or implied, made on behalf of Licensor; (II) Except for damages related to granting to a Third Party any sublicense the manufacturing of the covenant Licensed Products by Licensor, Licensor will not to xxx granted by Celgene be liable for any damages, whether direct, indirect, incidental, consequential, special, punitive or other liability, arising under any such sublicenses, and the Company will at its cost defend and hold the Licensor harmless in Section 10.2, or any other right to license, with respect to the Development or Commercialization relation thereto; and (III) Any such sublicense agreement will expressly provide that Licensor is a third party beneficiary of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).that sublicense agreement; (iii) The licensee Party no sublicense will provide the licensor Party with a copy of be permitted if it has, or is reasonably likely to have, any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofmaterial adverse legal, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information;financial or tax effect on Licensor; and (iv) The licensor Party will the Company shall be responsible liable for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to action or inaction on the activities of such Sublicensee hereunder (and not with respect to the activities part of any other), including any Know-How disclosure obligations such licensee Party has to sublicensee of the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementCompany.

Appears in 1 contract

Samples: Technology License Agreement (Acasti Pharma Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with BeiGene shall have the right to sublicense grant sublicenses under the rights granted under Section 2.1 through multiple tiers)tiers to (a) any Affiliates, provided, that as a condition precedent to and requirement of (b) any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party engaged by it to conduct Development and/or Manufacturing activities, including contract research organizations, academic institutions, and regulatory affairs consultants, subject to the execution by each such Third Party of an agreement containing provisions with respect to confidentiality and assignment of Know-How that are consistent with, and comparable in scope to, Articles 10 and 11, and (c) any sublicense of the licenses granted by Bluebird in Section 10.1 Third Party with respect to the Development or Development, manufacture and/or Commercialization of any Licensed Product for U.S. Administration (Products in the Field and in the Licensed Territory; 12 *** Confidential Treatment Requested provided, that BeiGene will include in each Sublicense Agreement the acknowledgement that such consent not agreement is subject to be unreasonably withheldthe terms of this Agreement, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior and an obligation of each Sublicensee to granting comply with the relevant terms of this Agreement. For purposes of clarity, BeiGene shall have the right, in connection with the grant of a sublicense to a any Third Party any sublicense pursuant to this Section 2.2, to transfer to such Third Party such quantities of the covenant not Compound as are necessary for such Third Party to xxx granted by Celgene conduct Development, Manufacturing and/or Commercialization activities in Section 10.2, or any other right to license, accordance with respect to the Development or Commercialization of Licensed Product for U.S. Administration (sublicense grants. Any and all such consent not to Sublicense Agreements shall be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofin writing and shall be subject to, and to the extent permitted under any Applicable Bluebird In-Licenseconsistent with, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and shall include a provision that permits BeiGene 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. BeiGene shall provide Mirati with a copy of each such sublicense granted by BeiGene to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or technical information to the extent not necessary for Mirati to confirm BeiGene’s compliance with the terms of this Agreement) within […***…] days of executing such sublicense agreement.

Appears in 1 contract

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

Sublicenses. The Licensee shall have the right to grant sublicenses under the licenses and covenants granted in Sections 10.1 Section 7.1 to: (a) Sublicensable Affiliates, provided that any such sublicense shall automatically terminate, and 10.2 may all rights shall revert back to Licensee in case such Sublicensable Affiliate ceases to be sublicensed, in full or in part, by the licensee Party by a written agreement Sublicensable Affiliate; and (b) to its Affiliates that are not Sublicensable Affiliates and Third Parties (with the right prior written approval of Licensor. Licensee shall cause each sublicensee to sublicense through multiple tiers)comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its sublicensees, provided, that as a condition precedent to and requirement the giant of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense shall not relieve Licensee of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheldits obligations under this Agreement, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and except to the extent permitted under any Applicable Bluebird In-License, they are satisfactorily performed by such sublicense agreement may sublicensee. All sublicenses shall be redacted as necessary consistent with and expressly made subject to protect commercially sensitive information; (iv) The licensor Party will be responsible for any the terms and all obligations conditions of such this Agreement. Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will must agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the applicable terms and conditions of this CCPS Agreement, and each sublicense agreement shall indicate that Licensor is a third party beneficiary of such sublicense agreement. In case a Sublicensable Affiliate that has been granted a sublicense under this Agreement ceases to be a Sublicensable Affiliate, the respective sublicense agreement shall automatically terminate, and all rights shall revert back to Licensee. A copy of any sublicense agreement executed by Licensee (which must have received Licensor’s prior written approval in case of a sublicense agreement with a Third Party as set forth above) shall be provided to Licensor within [***] days after its execution. As between the Parties, Licensee shall be fully responsible for all acts and omissions of its sublicensees.

Appears in 1 contract

Samples: Collaboration and License Agreement (Zai Lab LTD)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by Regents also grants to the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided for in Paragraph 3.2 below, as long as the Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors), providedother than those rights and obligations specified in Article 6 (License Issue Fee), Article 7 (License Maintenance Fee) and Paragraph 9.5 (Minimum Annual Royalty) and Paragraphs 22.3 and 22.5 (reimbursement of Patent Prosecution Costs). For the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. 3.2 Under the terms of each sublicense, each such Sublicensee shall have the limited right (as described below) to grant three (3) further sublicenses ("Further Sublicenses") to the Sublicensee’s affiliated companies and/or other third parties (each, a “Further Sublicensee”). Each Further Sublicensee shall also have the limited right to grant two (2) additional further sublicenses ("Additional Further Sublicenses") to an affiliated company and/or other third party (each an "Additional Further Sublicensee"). In each case the term "affiliated company" shall have the same definition as Affiliate in Section 1.1 of this Agreement, with the appropriate sublicensee substituted for Licensee in the definition. Such Further Sublicenses and Additional Further Sublicenses may only be granted to the extent that as a condition precedent to such Sublicensee or Further Sublicensee deems that they are reasonably needed for the development and requirement commercialization of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting Licensed Products and the maximization of sales in accordance with this Agreement. Each Sublicensee and each permitted Further Sublicensee and Additional Further Sublicensee shall be subject to a Third Party any written sublicense agreement that shall be consistent with and not in violation of all of the licenses granted applicable terms, conditions, obligations, restrictions and other terms of this Agreement that protect or benefit The Regents’ (and, if applicable, the U.S. Government’s and other sponsors’) rights and interests. Licensee shall attach a copy of this Agreement to each sublicense issued under this Paragraph 3.2 and shall specify in the sublicense that the sublicensee must comply with the terms of the Agreement. Licensee may redact the following information from the Agreement, should it wish to do so: License Issue Fee, License Maintenance Fee, Earned Royalties and Minimum Royalties, Milestone Payments, Fees for Patent Rights Added After Effective Date and the Patent Rights not included in the sublicense. Licensee agrees that it shall require appropriate audited and auditable reporting from each Sublicensee, its Further Sublicensees and Additional Further Sublicensees to establish all amounts owed hereunder, and shall make such reports available to The Regents. Licensee shall require each Sublicensee to submit to Licensee progress reports and audited financial reports consistent with the Agreement, and each Sublicensee shall require each Further Sublicensee and Additional Further Sublicensee to submit such progress reports and audited financial reports to Sublicensee which it will deliver to Licensee. Licensee shall make these reports available to The Regents. Licensee shall require that each Sublicensee agree to indemnification procedures and insurance coverages consistent with the obligations imposed on Licensee by Bluebird Article 25 of the Agreement. Licensee shall also require each Sublicensee to obtain comparable indemnification provisions from each Further Sublicensee and each Additional Further Sublicensee. 3.3 In the event that The Regents and the Licensee each own an undivided interest in Section 10.1 with respect any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents' rights on the Development or Commercialization of Licensed Product for U.S. Administration terms and conditions described in this Article 3 (such consent not to be unreasonably withheld, delayed or conditionedSublicenses). 3.4 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense (ii) Bluebird will obtain Celgene’s written consent prior to granting to along with a Third Party any sublicense summary of the covenant not material terms of each such sublicense) and each amendment to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days after issuance of execution thereofsuch sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Paragraph 8.2 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 8.2. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and deliver all such reports due The Regents from Sublicensees. 3.5 If Licensee licenses patent rights assigned to or otherwise acquired by it ("Licensee's Patent Rights"), and it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee's Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee's Patent Rights without concurrently granting a sublicense under Patent Rights on the extent permitted terms required under this Agreement. 3.6 Upon any Applicable Bluebird In-Licenseexpiration or termination of this Agreement for any reason, such sublicense agreement may be redacted as necessary all sublicensed rights conveyed to protect commercially sensitive information; any Sublicensee (iv) The licensor Party but not Further Sublicensees or Additional Further Sublicensees), granted pursuant to Article 3 of this Agreement will remain in effect and will be responsible for any assumed by The Regents as binding obligations provided that (a) such Sublicensee is not in breach of its sublicense at the time of expiration or termination of this Agreement; (b) all of the terms of this Agreement are agreed to fully in writing by such Sublicensee; and (c) such Sublicensee acquires no rights from or obligations on the part of The Regents other than those that are specifically granted under this Agreement and such Sublicensee assumes all liability and obligations to The Regents required of Licensee by this Agreement with respect to The Regents' sublicensed rights, including past due obligations existing at the time of assignment of this Agreement by Licensee. Moreover, The Regents will have the sole right to modify each such assigned sublicense to include all of the rights of The Regents (and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment of Earned Royalties directly to The Regents by the Sublicensee as if such it were the Licensee at a rate that is no lower than the rate set forth in Article 9 (Earned Royalties and Minimum Annual Royalties) in accordance with Article 5 (Payment Terms). If the Sublicensee were such licensee Party hereunder; fails to meet the above provisions described in this Paragraph 3.6 (va – c) Any such Sublicensee then The Regents may terminate its sublicense, in accordance with Article 16 (Termination by The Regents). The Regents will agree in writing to not be bound by substantially identical to perform any duties or obligations as such licensee Party set forth in any sublicense that extend beyond the duties and obligations of The Regents set forth in this Agreement, and the Licensee’s obligations to The Regents hereunder with respect will be binding upon the Sublicensee. 3.7 In the event that the sublicense granted to the activities of such Sublicensee hereunder (under this Agreement terminates or expires while this Agreement remains in effect, all Further Sublicenses and not with respect to the activities of any other)Additional Further Sublicenses shall automatically terminate or expire, including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementas appropriate.

Appears in 1 contract

Samples: Exclusive License Agreement (Shrink Nanotechnologies, Inc.)

Sublicenses. The licenses Licensee may sublicense its rights under Section 2.01 to one or more Third Parties***] in the Field either on their own behalf or with or on behalf of Licensee or its Affiliates, and covenants subject to the conditions of this Section 2.05. (a) Licensee shall remain responsible for its sublicensees’ performance under this Agreement. (b) Licensee shall provide, in the development report required pursuant to Section 3.03, a list of any sublicensees granted a sublicense during the preceding [***]. Licensee shall provide to Cerecor a true copy of any sublicense agreement, redacted to comply with any confidentiality obligations of such party, within [***] days after execution thereof. (c) In the event of a material default by any sublicensee under a sublicense, Licensee will promptly notify Cerecor and, in Sections 10.1 the case of a sublicense for Licensed Product, Merck upon knowledge thereof and 10.2 take such action as may be sublicensednecessary to remedy such default. (d) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, in full or in partEnglish, executed by the licensee Party by a written agreement sublicensee and giving its place of business. In addition, each and every such sublicense of Merck Patent Rights and/or Merck Know-How must be wholly consistent with those terms of the Merck License Agreement and this Agreement which are applicable to its Affiliates that portion of the Field and/or Territory to which the sublicensee has been granted rights. Without limiting the foregoing, each and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such every sublicense: (i) Celgene will obtain Bluebird’s written consent prior must require the sublicensee to granting to a Third Party any sublicense abide by confidentiality and non- use obligations at least as stringent as those contained in Article IX of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).Merck License Agreement and this Agreement; (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense must include rights and obligations upon termination of the covenant not to xxx granted by Celgene sublicense which are consistent in Section 10.2, or any other right to license, all material respects with respect to the Development or Commercialization termination provisions of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).the Merck License Agreement and this Agreement; (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information[***]; (iv) The licensor Party will be responsible for any must obligate the sublicensee to maintain insurance in amounts consistent with Section 11.06 of the Merck License Agreement and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunderthis Agreement; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations)[***]; and (vi) The licensor Party will be made an express third-party beneficiary [***]. Any sublicense granted by Licensee hereunder shall survive any early termination of this Agreement by Cerecor pursuant to Section 12.03 of this Agreement if, as of the effective date of any such Sublicensee’s termination, the sublicensee is not in material breach of its obligations to Licensee under such its sublicense agreement that relate and within [***] days of such termination the sublicensee agrees in writing to compliance be bound directly to Cerecor under a license agreement substantially similar to this Agreement with respect to the terms and conditions of this CCPS Agreementrights sublicensed hereunder, substituting such sublicensee for Licensee.

Appears in 1 contract

Samples: Patent and Know How License Agreement (Alto Neuroscience, Inc.)

Sublicenses. The licenses Each sublicense granted hereunder shall be in writing and covenants consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Each sublicense granted hereunder shall also incorporate obligations, terms and conditions in Sections 10.1 favor of HHMI and 10.2 may be sublicensedthe HHMI Indemnitees, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), providedas applicable, that are substantially similar to those undertaken by Company in favor of HHMI and the HHMI Indemnitees, as a condition precedent to applicable, under this Agreement and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense intended for the protection of the licenses HHMI Indemnitees, including, without limitation, the obligations, terms and conditions regarding indemnification, insurance and HHMI’s third party beneficiary status. Any sublicense granted by Bluebird in Section 10.1 with respect Company shall be subject to the Development or Commercialization prior written approval of Licensed Product for U.S. Administration (such consent Hospital, which approval shall not to be unreasonably withheld, delayed conditioned or conditioned). (ii) Bluebird will obtain Celgene’s delayed. A Sublicensee may not grant further sublicenses under this Agreement without the prior written consent prior to granting to a Third Party any sublicense approval of the covenant Hospital, which approval shall not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, conditioned or delayed or conditioned). (iii) The licensee Party will provided that Hospital and HHMI are third party beneficiaries thereof and that the sublicense further meets all requirements of this Agreement. Company shall provide the licensor Party with to Hospital a fully signed non-redacted copy of any all sublicense agreement with a non-Affiliated Sublicensee agreements and amendments thereto, including all exhibits, attachments and related documents, within thirty (30) [***] days of execution thereof, and to executing the extent permitted under same. All such copies shall be treated as Company’s Confidential Information in accordance with Appendix F hereto. Upon termination of this Agreement or any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible license granted hereunder for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) reason, any sublicenses shall be addressed in accordance with Section 10.7. Any such Sublicensee will agree sublicense which is not in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance accordance with the terms forgoing provisions shall be null and conditions of this CCPS Agreementvoid.

Appears in 1 contract

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

Sublicenses. The (i) Within the limits of the express rights and licenses granted by Licensor under this Article 2, and covenants granted subject to the restrictions in Sections 10.1 this Article 2, Licensee may grant a limited sublicense and 10.2 may be sublicenseddisclose the Licensed IP to (1) any of its Affiliates, if such Affiliate agrees in full writing to comply with the same obligations as Licensee hereunder as if such Affiliate were named in the place of Licensee; (2) any of its manufacturers, suppliers, service providers and other contractors solely to the extent reasonably necessary for the procurement by Licensee of Licensed Products and/or related services for Licensee from such Persons, if such Person agrees in writing to comply with the applicable obligations of Licensee hereunder; (3) Licensee’s customers, distributors, resellers, OEMs, sales representatives, and other business partners solely to the extent reasonably necessary for the use, marketing, and resale of Licensed Products manufactured by or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties for Licensee (with including the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement further grant sublicenses throughout the chain of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 distribution with respect to software that is a Licensed Product); (4) [*] and any of its Affiliates for use only in connection with (A) the Development DSWM Chip; and (B) any derivative products thereof that are developed by or Commercialization for Licensee, provided that [*] agrees in writing to comply with the applicable obligations of Licensee hereunder (including the foregoing restriction); and (5) in connection with Licensee’s divestiture of a business or product line to the extent relating to a Divested Licensed Product for U.S. Administration as set forth in Section 8.2(b). Except as expressly set forth in the foregoing subsection (such consent not to be unreasonably withheld3) or in Section 8.2(b), delayed or conditioned)no sublicensee shall have further sublicense rights. (ii) Bluebird Licensee agrees that it will obtain Celgene’s written consent prior not make any portion of the Licensed IP available to granting any such third Person except under terms and conditions (including confidentiality, use and disclosure restrictions) used by Licensee to protect its own intellectual property and proprietary information of a similar nature in the ordinary course of business and identifying the Licensed IP as being owned by Licensor. Without limiting the generality of Section 2.8(i) above, the Patent rights granted hereunder to Licensee or otherwise under this Agreement do not include foundry or manufacturing activities for the products of third parties and may not be exercised by Licensee in a manner such that the exercise of Licensee's procurement rights is a sham or laundering scheme to effect the licensing of the Licensed Patents to a Third Party any sublicense third Person and not for bona fide business purposes of Licensee. Notwithstanding the covenant not foregoing, for the avoidance of doubt, Licensee may exercise the rights granted to xxx granted by Celgene in Section 10.2, or any other right to license, it hereunder under the Licensed Patents with respect to the Development or Commercialization of Licensed Product for U.S. Administration Products that are co-developed by Licensee and a third party (where Licensee’s contribution to such consent not to be unreasonably withheld, delayed or conditioneddevelopment is material). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (PLX Technology Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with GSK shall have the right to sublicense through multiple tiersgrant sublicenses with respect to the rights licensed to GSK under Section 5.1 solely in accordance with this Section 5.2. (a) GSK shall have the right to grant Sublicenses in a country or on a regional basis under the EPIX Patents and EPIX Know-How; provided, however, that GSK shall not, without the prior approval of EPIX (such approval not to be unreasonably withheld), provided, that as a condition precedent to and requirement of grant any such sublicenseSublicenses that include the right of the Sublicensee to: (i) perform research or Development of a GSK Development Compound or Licensed Product prior to the receipt of Regulatory Approval, or (ii) market or sell a Licensed Product in a Major Market (excluding arrangements with distributors or wholesalers customary in the industry). For clarification, an agreement with a contractor, contract research organization, contract manufacturer or other Third Party performing contracted services related to the manufacture, research, Development and/or Commercialization of GSK Development Compound(s) or Licensed Product(s) shall not be a Sublicense thereof, provided such agreement is a fee-for-service arrangement and does not grant the Third Party the right to sell or promote such Licensed Product. (b) Subject to the foregoing and Section 5.2(a), GSK shall have the right to enter into a Sublicense with a Third Party, provided that: (i) Celgene will obtain Bluebird’s written consent prior such Sublicense shall refer to granting this Agreement and shall be subordinate to a Third Party any sublicense and consistent with the terms and conditions of this Agreement, and shall not limit the ability of GSK (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or EPIX's rights under this Agreement; (ii) in such Sublicense agreement, the Sublicensee shall agree in writing to be bound to GSK by terms and conditions substantially similar to, or less favorable to the Sublicensee than, the corresponding terms and conditions of this Agreement; (iii) promptly after execution of the licenses granted by Bluebird Sublicense agreement, GSK shall provide a summary of such Sublicense agreement to EPIX. Such summary shall be treated as GSK Confidential Information hereunder; (iv) GSK shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, including without limitation, the payment of all payments due, and making reports and keeping books and records, and shall cause such Sublicensee to enable GSK to comply with the terms and conditions of this Agreement; (v) each Sublicense shall terminate immediately upon the termination of this Agreement (in Section 10.1 whole or only with respect to the Development or Commercialization of Licensed Product for U.S. Administration (rights that are subject to such consent Sublicense), provided that such Sublicense shall not to be unreasonably withheldterminate if, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense as of the covenant effective date of such termination, the Sublicensee is not in material breach of its obligations to xxx granted by Celgene in Section 10.2GSK under its 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. agreement, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee and within thirty (30) days of execution thereof, and to such termination the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree agrees in writing to be bound by directly to EPIX under a license agreement substantially identical obligations as such licensee Party hereunder similar to this Agreement with respect to the activities of rights sublicensed hereunder, substituting such Sublicensee hereunder (a "Surviving Sublicensee") for GSK, and provided further that (A) such license agreement shall not with respect prejudice any remedy EPIX may have against GSK for the circumstances which were the basis for such termination; (B) the scope of the rights granted to the activities of any other), including any Know-How disclosure obligations Surviving Sublicensee under such licensee Party has license agreement shall be equal to the licensor Party hereunder with respect scope of the rights that had been sublicensed by GSK to the Surviving Sublicensee pursuant to the Sublicense agreement; and (C) such license agreement shall obligate the Surviving Sublicensee to pay directly to EPIX amounts corresponding to those set forth in Article 8 hereof which are payable based on the activities of such Sublicensee hereunder (but excluding payment obligations)Surviving Sublicensee, its Affiliates and its Sublicensees; and (vi) The licensor Party will such Sublicensees shall have the right to grant further Sublicenses of same or lesser scope as its sublicense from GSK under the grants contained in Section 5.1 (the other party to such further sublicense also being a "Sublicensee"), provided that such further sublicenses shall be made an express third-party beneficiary in accordance with and subject to all of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementSection 5.2(b) (i.e., such Sublicensee shall be subject to this Section 5.2(b) in the same manner and to the same extent as GSK).

Appears in 1 contract

Samples: Development and License Agreement (EPIX Pharmaceuticals, Inc.)

Sublicenses. The licenses and covenants 3.1 Except for the rights granted in Sections 10.1 the following § 3.2 and 10.2 may be sublicensed, in full or in part, by § 3.3 the licensee Party by a written agreement Licensee is only entitled to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of assign the licenses granted by Bluebird in Section 10.1 with respect herein, including individual Designations, to the Development third parties or Commercialization of Licensed Product for U.S. Administration (to grant sub-licenses and/or licenses after DT has given its prior written consent to such consent not to be unreasonably withheld, delayed assignment or conditioned)sub-license. 3.2 The Licensee shall be entitled to enter into sub-license agreements with companies in which the Licensee holds more than 50% of the shares and the voting rights (ii) Bluebird will obtain Celgene’s written consent prior to granting “Subsidiaries”). Any sub-licensing by the Licensee to a Third Party any sublicense Subsidiary shall only be effective if (A) the Licensee imposes on the respective Subsidiary its obligations vis-à-vis DT under this Agreement, and (B) the sub-license agreement provides that the sub-license terminates automatically if this Agreement is terminated, and (C) the respective agreement with the Subsidiary directly authorises DT as third-party beneficiary to enforce all claims of the covenant not Licensee against the Subsidiary (provided however that DT first attempts to xxx granted enforce such claim against the Licensee as described below), and (D) the Licensee shall cause compliance by Celgene in Section 10.2the sub-licensee with the contractual obligations by contractual provisions and contract management, or any other right to license, with respect to and (E) the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with Licensee provides a copy of any sublicense agreement such sub-licensing agreements to DT immediately after execution for information. Before DT asserts the rights granted to it vis-à-vis the sub-licensee against the sub-licensee, DT will notify the Licensee and attempt to assert such rights against the Licensee, taking into consideration the Licensee’s interests and any further proceedings, for a period of 30 days. If DT and the Licensee are unable to resolve DT’s claim after such period of time, then DT may assert such rights against the sub-licensee. DT shall provide copies to the Licensee of all correspondence between DT and a sub-licensee simultaneously with DT’s correspondence with a sub-licensee. 3.3 The Licensee shall be entitled to enter into sub-license agreements with affiliated and non-Affiliated Sublicensee within thirty (30) days affiliated companies which offer Licensed Services and Licensed Products on the basis of execution thereof, and to the extent permitted under any Applicable Bluebird InPrinciples for Sub-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree license Agreements with distribution partners set out in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementAnnex 3.

Appears in 1 contract

Samples: License Agreement (T-Mobile US, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee shall have the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicensegrant sublicenses under the licenses granted in Section 2.1: (ia) Celgene will obtain Bluebird’s to an Affiliate of Licensee without Exelixis’ express prior written consent prior and without providing any written notice to granting to a Third Party any Exelixis, provided that such sublicense will terminate if such sublicensee no longer qualifies as an Affiliate of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)Licensee. (iib) Bluebird will obtain Celgene’s written consent prior to granting to a any Third Party any sublicense distributor identified on Exhibit C attached hereto (which list of approved distributors shall be agreed upon by the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee Parties within thirty (30) days following the Effective Date) without Exelixis’ express prior written consent, provided that Licensee does not have an Affiliate that is then engaged in selling pharmaceutical products in such sublicensed territory. (c) to any Third Party distributor not listed in Exhibit C without Exelixis’ express prior written consent, provided that (i) Licensee does not have an Affiliate that is then engaged in selling pharmaceutical products in such sublicensed territory; (ii) Licensee has conducted a reasonable investigation of execution thereofsuch Third Party and believes that such Third Party is qualified and competent, and to such Third Party annually certifies its compliance with, and actually complies with, Applicable Laws and other applicable requirements, (iii) such Third Party is then engaged in the extent permitted under any Applicable Bluebird In-Licensepromotion and commercialization of oncology products, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; and (iv) The licensor Licensee is then using such Third Party for distribution of pharmaceutical products other than Products; and provided further that Licensee notifies Exelixis in writing [ * ] days’ in advance of [ * ] = 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. granting such sublicense specifying (x) the name of such Third Party and the country(ies) such sublicense will cover, and (y) that Licensee has met the conditions set forth in (ii) – (iv). If Exelixis believes Licensee should not grant such sublicense to such Third Party, it may direct such concern and any documentation supporting such concern to the JSC for discussion. (d) to a Third Party other than as set forth in (b) and (c) with Exelixis’ express prior written consent. All sublicenses granted under the licenses granted in Section 2.1 shall be responsible in writing and shall be subject to, and consistent with, the terms and conditions of this Agreement and shall provide that any such Sublicensee (for clarity, including any distributor) shall not further sublicense except with the consent of Licensee and Exelixis. Licensee shall ensure that each agreement with a Sublicensee grants Exelixis all obligations of rights with respect to Data, Inventions and Regulatory Filings made or generated by such Sublicensee as if such Sublicensee Data, Inventions and Regulatory Filings were such licensee Party hereunder; made or generated by Licensee. Licensee shall be responsible for the compliance of its Affiliates, Sublicensees (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other)for clarity, including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligationsdistributors); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance , and subcontractors with the terms and conditions of this CCPS Agreement. Licensee shall provide written notice to Exelixis of each sublicense granted to a Third Party hereunder, specifying the name of the Sublicensee, the territory, and the duration of the sublicense. Licensee agrees that in countries where it is not Commercializing Products through its Affiliates, it will only contract with Third Party distributors who satisfy the conditions of paragraphs (b), (c), or (d) above, whether or not a sublicense of rights hereunder is actually required.

Appears in 1 contract

Samples: Collaboration and License Agreement (Exelixis, Inc.)

Sublicenses. The Xxxxx may grant one or more sublicenses under the rights and licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedto it under Article 8, in full or in part, by the licensee Party by a written agreement to its Xxxxx’x Affiliates and to Third Parties (in each case, with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: ; provided that: (ia) Celgene will obtain Bluebird’s written consent prior to granting the end of the Cost-Sharing Election Period, Xxxxx may not grant a sublicense of the rights in Section 8.1 to a Third Party (excluding any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense contractor performing activities in furtherance of Development of the covenant not to xxx granted by Celgene Product on behalf of Lilly or its Affiliates) in Section 10.2, or [**]; (b) any other right to license, such permitted sublicense is consistent with respect and subject to the Development or Commercialization terms and conditions of Licensed Product this Agreement; and (c) Xxxxx shall remain responsible for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy performance of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, Xxxxx’x obligations under this Agreement and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will shall be responsible for any and all obligations actions of each such Sublicensee as if such Sublicensee were such licensee the Party hereunder; (v) . Any such sublicense to a Third Party Sublicensee will agree must be set forth in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such a written sublicense agreement that relate includes provisions that require such Sublicensee to compliance comply with all the obligations, restrictions, terms and conditions of this CCPS Agreement that are applicable to the rights being granted to such Sublicensee and that enable Lilly to comply with its obligations under this Agreement. Notwithstanding any sublicense, Xxxxx will remain responsible for each Affiliate’s and Sublicensee’s compliance with the applicable terms of this Agreement as if such activities were conducted by Xxxxx and for any payments due hereunder with respect to any activities of any Sublicensee. Within [**] after execution of any sublicense agreement with a Third Party pursuant to which Lilly or any of its Affiliates grants exclusive rights to Develop or Commercialize a Licensed Product for use in [**], or any material amendment thereof, Lilly shall provide Verve with a copy of such sublicense agreement or amendment (as applicable) (provided that Xxxxx may redact any terms of such sublicense agreement or amendment to the extent not relevant to either Party’s rights or obligations under this Agreement or verification of its compliance with the requirements of this Agreement).

Appears in 1 contract

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

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may Any sublicense by COMPANY shall be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree that agrees in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the same terms and conditions of this CCPS 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 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. 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 to the Patent Rights, Know How and Licensed Materials by providing notice to MAYO, and in such event any Sublicensee shall pay directly to MAYO any amounts that would be due to MAYO from COMPANY hereunder for activities conducted by such Sublicensee.

Appears in 1 contract

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

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Subject to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and except as set forth herein, Organon shall have the right to sublicense the rights granted to it in Section 5.4, provided that Organon shall provide Pharmacopeia with at least the following information with respect to each Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Collaboration Product, and the rights granted to the Sublicensee; and (iii) the territory in which the Collaboration Product will be sold. Each such sublicense shall be consistent with all the terms and conditions of this Agreement, and shall be subject to the prior consent of Pharmacopeia, which consent shall not be unreasonably withheld. Organon shall remain primarily liable to Pharmacopeia for all of each such Sublicensee's applicable financial and other obligations under the sublicense. No sublicense granted by Organon may be assigned, transferred or further sublicensed to any Third Party without the prior written consent of Pharmacopeia, which consent shall not unreasonably be withheld. Subject to the terms and conditions of this Agreement and except as set forth herein, Pharmacopeia shall have the right to sublicense the rights granted to it in Section 5.6, provided that Pharmacopeia shall provide Organon with at least the following information with respect to each Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Collaboration Product, and the rights granted to the Sublicensee; and (iii) the territory in which the Collaboration Product will be sold. Each such sublicense shall be consistent with all the terms and conditions of this Agreement, and shall be subject to the prior consent of Organon, which consent shall not be unreasonably withheld. Pharmacopeia shall remain primarily liable to Organon for all of each such Sublicensee's applicable financial and other obligations under the sublicense. No sublicense granted by Pharmacopeia may be assigned, transferred or further sublicensed to any Third Party without the prior written consent of Organon, which consent shall not unreasonably be withheld.

Appears in 1 contract

Samples: Collaboration and License Agreement (Pharmacopeia Inc)

Sublicenses. The licenses 13.01 CYGX hereby grants to LICENSEE a non-exclusive power and covenants right to extend to purchasers, mediate and immediate, of PRODUCT(s) sold by LICENSEE, immunity from suit for infringement of PATENTS arising out of such purchaser's use of such PRODUCT(s) in making compositions, or from the use or sale of the resulting compositions made with such PRODUCT(s), provided that such immunity extends only to said purchaser's practice using the PRODUCTS purchased from LICENSEE. Any limitations on using the subject matter of this Agreement in composing or preparing substances dispersed under this Agreement in the FIELD OF USE shall be imposed by mutual written consent of the PARTIES. 13.02 Any sublicense and/or assignment of the CYGX Know-How license under Article II shall include a confidentiality provision no less favorable to CYGX than that of Article V above. 13.03 In the event of termination of this Agreement pursuant to the provisions of this Article, no subsisting sublicense granted in Sections 10.1 and 10.2 may be sublicensedtherefore by LICENSEE pursuant to this Agreement shall thereupon terminate, in full or in part, unless such effect is desired by the licensee Party by SUBLICENSEE, but shall instead become a written agreement to its Affiliates direct license as between CYGX and Third Parties (with the PARTY sublicensed. 13.04 CYGX grants LICENSEE the right to sublicense through multiple tiers)the grant of Article II to agents and distributors of LICENSEE who are technically qualified in pharmaceutical compounding and dispensation of PHARMACOGENOMIC for the term of this Agreement for the purpose of selling Products to users of the same. CYGX reserves the right to define and limit the FIELD OF USE of such sublicenses. The terms of such sublicenses shall include the provisions of this Agreement shall terminate no later than termination of this Agreement under Article XXI. CYGX shall have the right to request LICENSEE to cancel, providedand LICENSEE shall cancel, such sublicenses provided CYGX can show that such agents or distributors are in breach of either of said provisions. A list of such agents and distributors is attached as a condition precedent Annex F. Additions to such list shall be made in writing by LICENSEE to CYGX. 13.05 CYGX grants LICENSEE an exclusive right to sublicense others to make, use and requirement sell under the claims of any such sublicense:Patents. (i) Celgene will obtain Bluebird’s written consent prior 13.06 CYGX grants LICENSEE an exclusive right to granting sublicense KNOW-HOW to SUBLICENSEEs of Patents to make Products by the Process. 13.07 The grant of Paragraph 2.01 above is subject to a Third Party any sublicense of the licenses granted right retained by Bluebird in Section 10.1 with respect CYGX and CYGX Affiliates to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any use CYGX Know-How disclosure obligations such licensee Party has and Confidential Information to practice the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms Process and conditions of this CCPS AgreementPatents.

Appears in 1 contract

Samples: License Agreement (Cytogenix Inc)

Sublicenses. The licenses (A) Subject to this Section 4, Licensor may license, and covenants granted in Sections 10.1 and 10.2 Licensee may be sublicensedsublicense, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 other persons with respect to the Development Licensed Trademarks. If either Licensor or Commercialization Licensee intends to grant a license or sublicense, as the case may be, such party shall notify the other party to this Agreement in writing of its intent at least ninety (90) days prior to the effectiveness of such other license or sublicense. In the event that Licensor or Licensee, as the case may be, determines that the grant of such other license or sublicense, as the case may be, would materially conflict with, impair, dilute or in any manner derogate the value of such party's rights in respect of the Licensed Product for U.S. Administration (Trademarks, the Licensor or Licensee, as the case may be, shall promptly notify the other party in writing. Such notice shall stay the grant of such consent not proposed other license or sublicense pending resolution of the objection in accordance herewith. Licensor and Licensee shall promptly consult regarding the objection. If the parties are unable to be unreasonably withheldresolve the matter within 30 days, delayed or conditioned)either party may submit the dispute to arbitration in accordance with Section 10 hereof. (iiB) Bluebird will obtain Celgene’s written consent Any other licensee or sublicensee shall comply with the terms of this Agreement applicable to the party granting such other license or sublicense, as the case may be, and prior to granting to a Third Party any sublicense the effectiveness of the covenant not to xxx granted by Celgene in Section 10.2, such other license or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-Licensesublicense, such sublicense agreement other licensee or such sublicensee, as the case may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will be, shall agree in writing to be so bound by substantially identical obligations as such licensee Party hereunder with respect and to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance so comply with the terms and conditions of this CCPS Agreement, including, without limitation, the provisions of Sections 3(B), 5 and 6 hereof. The Licensor and Licensee shall each guaranty the performance hereunder of any of their respective other licensees or sublicensees, as the case may be.

Appears in 1 contract

Samples: Trademark License Agreement (Telex Communications Inc)

Sublicenses. The licenses a) During the term of this License and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement subject to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions hereof, the MVS Parties grant to XsunX the right to grant limited, non-transferable, revocable sublicenses to third parties, without further right to sublicense, to use or practice the Licensed Patents solely in the XsunX Field of Use and otherwise in accordance with the rights, restrictions and obligations of XsunX under this License. Unless prohibited by law, XsunX shall ensure that the terms of any sub1icense granted by it prohibits its sub-licensees from granting to any other person a license of the rights granted to such sub-licensee by XsunX . b) During the term of this CCPS AgreementLicense and subject to the terms and conditions hereof, XsunX grants to MVSI the right to grant limited, non-transferable, revocable sublicenses to third parties, without further right to sublicense, to use, import, sell and offer to sell the Derivative Works in accordance with the rights, restrictions and obligations of MVSI under this License. Unless prohibited by law, MVSI shall ensure that the terms of any sublicense granted by it prohibits its sub-licensees from granting to any other person a license of the rights granted to such sub-licensee by MVSI. c) Sublicenses granted under this Section shall be in writing signed by each sub-licensee and shall contain all of the material terms, conditions, restrictions and reservations of this License and shall preserve the rights and reservations of each party existing under this License. Notwithstanding anything herein to the contrary, any breach of such terms or conditions of this License by any sub-licensee shall be deemed to be a breach of this License by the party granting such sub-license. Without limiting any rights or remedies of either party hereunder, provided herein or otherwise available at law or in equity, each party hereby appoints and designates the other party as a third party beneficiary of each sublicense granted by such party; the party granting the sublicense shall include in each sublicense a stipulation that the other party shall retain third party beneficiary rights to enforce (in such other party’s name, if required by law) such other party’s rights and remedies in connection therewith. d) Termination of this License by either party shall automatically operate as a termination of any sublicense granted by the non-terminating party pursuant to the Section 2 and an assignment by such non-terminating party to the terminating party of all of the non-terminating party’s right, title and interest in and to such sublicense. e) Each party shall be free to determine the royalties or pricing at which it enters into a permitted sub-license.

Appears in 1 contract

Samples: Non Exclusive License and Cross License Agreement (Xsunx Inc)

Sublicenses. The licenses and covenants Neither Party may grant any sublicenses to the rights granted in Sections 10.1 and 10.2 to it under this Article 2 without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing: (a) each Party may be sublicensedgrant sublicenses to any of its Affiliates to conduct portions of the Research Program and, in full or in part, to the extent that such sublicense is approved by the licensee JSC, either Party may grant sublicenses to Third Parties to conduct portions of the Research Program, (b) Wyeth may grant sublicenses to Affiliates, Third Parties which resell or otherwise distribute Products, and Third Parties which manufacture such Products for sale by such parties, (c) Wyeth may appoint co-marketing partners, and (d) Wyeth may grant sublicenses to one or more Third Parties to conduct the clinical development of Products. All sales of Agreement Products by any such sublicensees (other than Curis or any of Curis’ Affiliates) or co-marketing partners (other than Curis or any of Curis’ Affiliates) of Wyeth shall be included in Net Sales. In the event that any sublicenses are granted under this Section 2.5, such sublicenses shall be set forth in a written agreement containing confidentiality, indemnity, reporting and access to data and information obligations comparable to those set forth herein, and such other terms as are required under existing Curis Third Party Agreements, and no sublicense shall relieve such Party of any of its Affiliates and Third Parties (with the obligations under this Agreement. Wyeth’s right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and is limited to the extent the existing Curis Third Party Agreements permit Wyeth, as Curis’ sublicensee under such existing Curis Third Party Agreements, to grant further sublicenses Wyeth and its permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will sublicensees agree in writing to be bound by substantially identical obligations the applicable terms and provisions of those Curis Third Party Agreements existing as such licensee Party hereunder with respect of the Signature Date. Wyeth agrees that, to the activities extent Wyeth is a sublicensee of such Sublicensee hereunder (and not with respect Curis’ rights [**] Wyeth shall be subject to the activities of any other)provisions set forth [**] that apply to Curis, including any Know-How disclosure obligations such licensee Party has and that to the licensor Party hereunder with respect extent Wyeth is a sublicensee of Curis’ rights [**] Wyeth shall be subject to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementprovisions set forth [**].

Appears in 1 contract

Samples: Collaboration, Research and License Agreement (Curis Inc)

Sublicenses. The licenses and covenants 4.5.1. Company shall be entitled to grant Sublicenses under the License granted pursuant to Section 4.1, subject to the prior written consent of Hadasit (on behalf of the Licensors). Hadasit may reject a proposed sublicense in its sole discretion, including, on the grounds that the sublicense terms do not ensure that Licensors will receive sufficient payments that are calculated with reference to Sublicensee’s Net Sales. 4.5.2. Each Sublicense shall be granted in Sections 10.1 a bona-fide arm’s length transaction, for monetary consideration only and 10.2 may be sublicensed, in full or in part, by the licensee Party by pursuant to a written agreement to its Affiliates which shall be in compliance and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofconsistent with, and to the extent permitted under any Applicable Bluebird In-Licensesubject to, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and shall contain, among other things, provisions to the following effect: (a) all provisions necessary to ensure Company’s ability to perform its obligations under this Agreement; (b) a section substantially similar to Section 11 (Limitation of Liability) limiting any liability of the Licensors, HMO and BIU and a section substantially similar to Section 12 (Indemnification and Insurance), which also shall state that the Indemnitees (as defined in Section ‎12.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; (c) in the event of termination of the License set forth in Section 13.3 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of a Sublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that Company would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to seek a license from Licensors. The Licensors agree to negotiate such licenses in good faith under reasonable terms and conditions, which shall not impose any representations, warranties, obligations or liabilities on Licensors that are not included in this Agreement; (d) provisions for monetary consideration, including the payment of royalties by such Sublicensee to Company, to be calculated on the basis of sales of Licensed Products by such Sublicensee, provided however that, for the purpose of this Section, “calculated on basis of sales” shall mean a calculation of royalties based on a definition of “sales” that substantially conforms to the definition of Net Sales set forth in this Agreement; (e) provisions implementing Licensors’ rights to reports and to audit Sublicensees’ records pursuant to Sections 7.1 and 7.2 hereof; (f) the Sublicensee shall not be entitled to sublicense its rights under such Sublicense agreement; and (g) the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of the Licensors, except that the 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; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Licensors, to be bound by the terms of such Sublicense agreement.

Appears in 1 contract

Samples: Research and License Agreement (Immix Biopharma, Inc.)

Sublicenses. The licenses and covenants granted Licensee may not sublicense its rights under this Agreement without Avanir’s prior written consent, which Avanir may grant or withhold in Sections 10.1 and 10.2 may be sublicensedits sole discretion. For the sake of clarity, in full or in part, by the licensee Party sublicenses do not include manufacturing of finished Product by a third party or subcontracts for commercializing the Product by Licensee. Upon the prior written agreement consent of *** Certain confidential portions of this Exhibit were omitted by means of blackout of the text (the “Mxxx”). This Exhibit has been filed separately with the Secretary of the Commission without the Mxxx pursuant to its Affiliates and Third Parties (with the Company’s Application Requesting Confidential Treatment under Rule 24b-2 under the 1934 Act. CONFIDENTIAL Avanir, Licensee will only have the right to sublicense through multiple tiers), provided, that as a condition precedent to grant sublicenses within the Territory and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Field under Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted 2.1 under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and only for the expressly limited purpose of co-promotion and co-marketing Products where and when (i) Licensee is and remains the single registration holder for the Product; (ii) Licensee is and remains the single person responsible for the manufacture of Product and (iii) only the Trademark is used in connection with the Product. In all cases (a) such sublicensees will be at least the equivalent of Licensee with respect to fitness to perform in accordance with the terms of this Agreement, (b) the prospective sublicensees may not distribute in the Territory a Competing Product; (c) such sublicensees will have entered into a Sublicense Agreement; and (d) Licensee agrees in writing with Avanir to remain obligated in all respects to comply with the provisions of this Agreement and to indemnify Avanir for any costs, expenses or damages that may result from sublicensee’s breach of any provision of the Sublicense Agreement. Upon request of Avanir, Licensee will make reasonable inquiries of any proposed sublicensee to determine whether such proposed sublicensee is developing, making, marketing or selling Competing Products. Except as specifically provided above, Licensee will have no rights to sublicense all or any part of the license granted to Licensee pursuant to this Agreement. Any transfer or extension of rights under the license granted under this Agreement, in whole or in part, by Licensee to any Third Party will be deemed and considered to be a sublicense subject to the requirements of this Section, even if not so designated or described in the relevant legal agreements, instruments or documents.

Appears in 1 contract

Samples: Docosanol License Agreement (Avanir Pharmaceuticals)

Sublicenses. The (a) Subject to the terms set out herein, Licensee shall have the right to grant sublicenses under the licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Section 2.2 to its Affiliates and and/or Third Parties (only with the right to sublicense through multiple tiers), prior written consent of Oramed; provided, however, that as Licensee may not grant a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent sublicense prior to granting to the completion by Licensee of a Third Party any sublicense of Phase I Clinical Trial. Oramed may not grant sublicenses under the licenses granted by Bluebird in Section 10.1 with respect 2.3 to its Affiliates and/or Third Parties without the prior written consent of the Licensee. Notwithstanding the foregoing, Licensee may sublicense under the license granted in Section 2.2 to Hefei Tianmai Biotechnology Development or Commercialization Co., Ltd. without the prior written consent of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)Oramed. (iib) Bluebird will obtain Celgene’s written consent prior to granting to a Third The sublicensing Party any sublicense shall remain responsible for the performance of the covenant not to xxx granted obligations hereunder by Celgene each of its respective Sublicensees. The sublicensing Party shall, within 30 days after granting any sublicense, notify the other Party in Section 10.2, or any other right to license, with respect to writing of the Development or Commercialization grant of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will sublicense and provide the licensor other Party with a true and complete copy of any the sublicensing agreement. Each sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may shall be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance consistent with the terms and conditions under this Agreement. Each Party shall, in each agreement under which it grants a sublicense under the licenses set forth in Section 2.2 or 2.3, as applicable (each, a “Sublicense Agreement”), include the following terms and conditions: the Sublicensee is required to provide the following to the sublicensing Party if such Sublicense Agreement terminates: (i) the assignment and transfer of this CCPS ownership and possession of all Regulatory Filings and Regulatory Approvals held or possessed by such Sublicensee, and (ii) the assignment of, or a freely sublicenseable exclusive license to, all intellectual property Controlled or developed by such Sublicensee with a Valid Claim covering the Pre-Commercialization or Commercialization of the Products in the Field in the applicable Territory that was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. In no event may the sublicensing Party’s Sublicensee be entitled to grant further sublicenses.

Appears in 1 contract

Samples: Technology License Agreement (Oramed Pharmaceuticals Inc.)

Sublicenses. The licenses and covenants (a) Subject to Section 2.3(b), Spyre shall have the right to grant sublicenses under the rights granted to it in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Section 2.1 to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), Parties; provided, that as (i) each such sublicense shall be granted in writing and each such relevant sublicense agreement shall be consistent with all relevant terms, conditions and restrictions of this Agreement, (ii) Spyre will provide Paragon with a condition precedent true and complete copy of each sublicense agreement (other than sublicense agreements with Third Party service providers) and any amendments thereto within [***] days following the execution thereof (which sublicense agreement and amendments may be redacted except to the extent necessary for Paragon to determine Spyre’s compliance with this Agreement), and requirement (iii) Spyre shall remain responsible for all of its payments and other performance obligations due under this Agreement, notwithstanding any such sublicenselicense or sublicense that it may grant. (b) If any sublicense granted by Spyre includes a further sublicense by Spyre of the license granted in Section 2.1(e), then the following terms and conditions shall apply: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any each sublicense of the licenses granted by Bluebird in Section 10.1 with respect shall be subject and subordinate to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, [***] License Agreement and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance shall contain provisions consistent with the terms and conditions of the [***] License Agreement; (ii) except as to sublicenses to Affiliates, subcontractors and service providers, Spyre shall as soon as reasonably practicable provide Paragon with (or, at the request of Paragon, provide directly to [***]) a copy of any executed sublicense agreement (which copy may be redacted to remove [***] and other provisions that are not necessary to monitor compliance with this CCPS Section 2.3(b) or Section 3.4 of the [***] License Agreement); and (iii) each such sublicense agreement shall contain a requirement that the Sublicensee comply with the confidentiality and non-use restrictions at least as stringent as those set forth in the [***] License Agreement with respect to [***] Confidential Information (as defined in the [***] License Agreement).

Appears in 1 contract

Samples: License Agreement (Spyre Therapeutics, Inc.)

Sublicenses. The licenses Each sublicense granted hereunder shall be consistent with and covenants 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 same, excluding sublicenses granted to third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (“Third Party Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the 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 (excluding, for avoidance of doubt, Third Party Contractors). Any sublicense which is not in Sections 10.1 accordance with the forgoing provisions shall be null and 10.2 may be sublicensedvoid. Any Sublicensee and Distributor agreement under this Agreement shall provide for termination of any sublicense granted hereunder upon termination of this Agreement for any reason. Upon termination of this Agreement for any reason, any Sublicensee and Distributor not then in full or in part, by the licensee Party by a written default under its agreement to its Affiliates and Third Parties (with shall have the right to sublicense through multiple tiers)seek a license from BIDMC. BIDMC agrees to negotiate such licenses in good faith under reasonable terms and conditions consistent with this Agreement. Portions of this Exhibit, providedindicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, that as amended. Upon Licensee’s request during the term of 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 condition precedent whole than those granted to and requirement Sublicensee by Licensee, provided that Sublicensee is not in default of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any its sublicense agreement with a non-Affiliated 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 within thirty (30) days under such agreement, except for the license granted. Licensee’s right to request and Sublicensee’s right to acquire such letter are specifically conditioned on BIDMC’s review of execution thereofthe final, executed sublicense agreement between Sublicensee and to the extent permitted under any Applicable Bluebird In-LicenseLicensee and on BIDMC’s conclusion, at its reasonable discretion, that such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any is reasonable and all obligations in the best interests of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities commercialization of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementPatent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Arsanis, Inc.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee shall have the right to sublicense through multiple tiersgrant sublicenses (or further rights of reference), provided, that under the licenses and rights of reference granted in Section 2.1 as a condition precedent to and requirement of any such sublicensefollows: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with With respect to the Development or Commercialization of Licensed Product for U.S. Administration rights granted in Section 2.1(ii), to its Affiliates and other Persons: provided that any such sublicenses shall be (such consent not a) subject to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s the prior written consent prior to granting to a of any applicable Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, only if and to the extent permitted such consent is required under any Applicable Bluebird the applicable In-LicenseLicense Agreement, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; and (ivb) The licensor Party will be responsible for any consistent with, and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other)expressly made subject to, including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement and the In-License Agreements, Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement and the In-License Agreements, as if such Sublicensee were a Party to this Agreement. (ii) With respect to the rights granted in Section 2.1(iv), Licensee shall have the right to grant a sublicense to MedImmune HLE Patents only in connection with a license to an HLE Product; provided that any such sublicenses shall be (a) subject to the prior written consent of any applicable Third Party licensor only if and to the extent such consent is required under any applicable In-License Agreement and (b) consistent with, and expressly made subject to, the terms and conditions of this Agreement and the In-License Agreements, Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement and the In-License Agreements, as if such Sublicensee were a Party to this Agreement. Licensee has no rights to sublicense the MedImmune HLE Patents rights alone. (iii) With respect to the rights granted in Section 2.1(iii), Licensee shall have the right to grant a sublicense to MedImmune FluAB Patents only in connection with a license to a Flu A Product or a Flu B Product Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement as if such Sublicensee were a Party to this Agreement. Licensee has no rights to sublicense the MedImmune FluAB Patents rights alone. (iv) Licensee hereby (a) guarantees the performance of its Affiliates and Sublicensees that are sublicensed as permitted herein and the grant of any such sublicense shall not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Sublicensee and (b) waives any requirement that MedImmune exhaust any right, power or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement prior to proceeding directly against Licensee. (v) A copy of any sublicense agreement executed by Licensee shall be provided to MedImmune within [***] after its execution; [***]. Notwithstanding the foregoing, Licensee shall not be required to provide copies of any service agreement containing a sublicense of rights hereunder where such sublicense is solely for the provision of services to Licensee, its Affiliates or its Sublicensees. (vi) Licensee and its Affiliates shall [***], except in accordance with subsection (vii) below. The foregoing shall [***]. (vii) Licensee and its Affiliates acknowledge that [***] in accordance with this subsection (vii). Each sublicense agreement hereunder (other than to a Sublicensee that is a service provider described in the second sentence of subsection (v) above that is providing services to Licensee or any of its Affiliates) will contain provisions [***].

Appears in 1 contract

Samples: License Agreement (Vir Biotechnology, Inc.)

Sublicenses. The licenses and covenants Company shall have no right to grant sublicenses under the license granted in Sections 10.1 and 10.2 may herein, unless such sublicense is granted as part of a license along with other substantial technology or patent rights of Licensee. Any such sublicense will be sublicensedsubject to each of the following conditions: (a) In each sublicense agreement, in full or in partCompany will (i) prohibit the sublicensee from further sublicensing, by the licensee Party by except for a written agreement further sublicense limited to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as manufacture and distribute a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withhelddeveloped by the sublicensee, delayed or conditioned). and (ii) Bluebird will obtain Celgene’s written consent prior require the sublicensee to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance comply with the terms and conditions of this CCPS Agreement other than the payment and reporting obligations of Company. (b) Within thirty (30) days after Company enters into a sublicense agreement, Company will deliver to Rockefeller a complete and accurate copy of the entire sublicense agreement written in the English language. Rockefeller's receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Rockefeller or obligation of Company 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 Securities Exchange Act of 1934. (c) In the event that company causes or experiences a bankruptcy event, all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Company. Upon receipt of any such funds, Rockefeller will remit to Company the amount by which such payments exceed the amounts owed by Company to Rockefeller. (d) Company's execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Rockefeller for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by Company, and Company will be deemed to be in breach of this Agreement as a result of such act or omission.

Appears in 1 contract

Samples: License Agreement (Rosetta Genomics Ltd.)

Sublicenses. The licenses (a) Licensee is entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1. All Sublicenses will be on terms and covenants granted conditions in Sections 10.1 compliance with and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (not inconsistent with the right terms of this Agreement. (b) Sublicenses will be granted only pursuant to sublicense through multiple tiers)written agreements, providedwhich will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, that as a condition precedent to and requirement of any such sublicenseamong other things, the following: (i) Celgene will obtain Bluebirdall provisions necessary to ensure Licensee’s written consent prior ability to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).perform its obligations under this Agreement; (ii) Bluebird a section substantially the same as Section 9 (Indemnification), which also will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of state that the covenant not to xxx granted by Celgene Indemnitees (as defined in Section 10.2, or any other right to license, with respect to 9) are intended third party beneficiaries of such Sublicense agreement for the Development or Commercialization purpose of Licensed Product for U.S. Administration (enforcing such consent not to be unreasonably withheld, delayed or conditioned).indemnification and insurance provisions; (iii) The licensee Party in the event of termination of this Agreement by Xxxxxx pursuant to Section 10.3, (in whole or in part (e.g., termination in a particular country)), any existing Sublicense will provide terminate; provided, however, that, such Sublicense will not terminate if, as of the licensor Party with effective date of such termination by Xxxxxx pursuant to Section 10.3, a copy Sublicensee is not in material default of any sublicense agreement with a non-Affiliated Sublicensee its obligations to Licensee under its Sublicense agreement, and within thirty (30) days of execution thereof, and such termination the Sublicensee agrees in writing to be bound directly to Xxxxxx under a license agreement substantially similar to this Agreement with respect to the extent permitted under any Applicable Bluebird In-Licenserights Sublicensed hereunder, substituting such sublicense agreement may be redacted as necessary to protect commercially sensitive information;Sublicensee for Licensee; and (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will permitted assignee must agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect the terms of the assigned Sublicense agreement. (c) Notwithstanding anything to the activities of such Sublicensee hereunder contrary in 2.2(b) above, (and not i) Licensee shall furnish Xxxxxx with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary a fully executed copy of any such SublicenseeSublicense agreement, within thirty (30) days after its execution, which copy may be redacted to exclude financial and other sensitive terms and shall be treated as Confidential Information of Licensee hereunder. Xxxxxx shall keep any such copies of Sublicense agreements in its confidential files and shall use them solely for the purpose of monitoring Licensee’s and Sublicensees’ compliance with their obligations hereunder and enforcing Xxxxxx’x rights under this Agreement; (ii) Licensee shall report to Xxxxxx annually the progress of Sublicensees’ in developing and marketing Licensed Products; and (iii) Licensee shall monitor Sublicensees’ development efforts under the Sublicenses to assess reasonable and continuous progress in developing Licensed Products to commercial application. (d) During the term of this Agreement, Licensee shall be responsible for any breach of a Sublicense agreement by any Sublicensee that results in a material breach of this Agreement. Licensee may elect (a) to cure such sublicense breach in accordance with Section 10.3 of this Agreement or (b) to enforce its rights by terminating such Sublicense agreement that relate to compliance in accordance with the terms and conditions of this CCPS Agreementthereof.

Appears in 1 contract

Samples: License Agreement (Ember Therapeutics, Inc. - Ny)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect grant sublicenses conferred upon Licensee under this Agreement is subject to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)following conditions. (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any 3.2 Each such sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect shall be subject to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the applicable terms and conditions of the license granted to Licensee under this CCPS Agreement. 3.3 The legally controlling language of any sublicense shall be English, or such sublicense shall be translated into English. Licensee shall forward to Licensor, within [**] of execution, a complete and accurate copy of each sublicense granted hereunder (including sublicenses to Affiliates). Licensor’s receipt of such sublicense shall not constitute a waiver of any of Licensor’s rights or Licensee’s obligations hereunder. 3.4 Provided any direct Sublicensee is in full compliance with its respective Sublicense agreement with Licensee, then upon termination of this Agreement, to the extent requested by Licensee in writing, such Sublicense survive and become a direct licensee from Licensor, and such direct license by Licensor: (i) will not encumber Licensor with any obligations, responsibilities, and/or liabilities beyond those assumed by Licensor under this Agreement, (ii) will not diminish any rights and benefits that Licensor has under this Agreement with respect to such Sublicense, and (iii) will not entitle Licensor to any rights or benefits (including any payment) that are greater than those Licensor would have received with respect to such Sublicense under this Agreement. 3.5 Notwithstanding any such Sublicense, Licensee shall remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in this Agreement; provided, however that this Section 3.5 shall not apply to any act or omission of any Sublicensee that retains any licenses under the Patent Rights or Know-how following the termination of this Agreement in accordance with Section 3.4.

Appears in 1 contract

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

Sublicenses. The Licensee shall have the right to grant sublicenses under the licenses and covenants granted in Sections 10.1 Section 7.1 to: (a) Sublicensable Affiliates, provided that any such sublicense shall automatically terminate, and 10.2 may all rights shall revert back to Licensee in case such Sublicensable Affiliate ceases to be sublicensed, in full or in part, by the licensee Party by a written agreement Sublicensable Affiliate; and (b) to its Affiliates that are not Sublicensable Affiliates and Third Parties (with the right prior written approval of Licensor. Licensee shall cause each sublicensee to sublicense through multiple tiers)comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its sublicensees, provided, that as a condition precedent to and requirement the grant of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense shall not relieve Licensee of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheldits obligations under this Agreement, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and except to the extent permitted under any Applicable Bluebird In-License, they are satisfactorily performed by such sublicense agreement may sublicensee. All sublicenses shall be redacted as necessary consistent with and expressly made subject to protect commercially sensitive information; (iv) The licensor Party will be responsible for any the terms and all obligations conditions of such this Agreement. Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will must agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the applicable terms and conditions of this CCPS Agreement, and each sublicense agreement shall indicate that Licensor is a third party beneficiary of such sublicense agreement. In case a Sublicensable Affiliate that has been granted a sublicense under this Agreement ceases to be a Sublicensable Affiliate, the respective sublicense agreement shall automatically terminate, and all rights shall revert back to Licensee. A copy of any sublicense agreement executed by Licensee (which must have received Licensor’s prior written approval in case of a sublicense agreement with a Third Party as set forth above) shall be provided to Licensor within [***] days after its execution. As between the Parties, Licensee shall be fully responsible for all acts and omissions of its sublicensees.

Appears in 1 contract

Samples: Collaboration and License Agreement (Argenx Se)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedLicensee has the right hereunder to grant sublicenses to third parties, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with provided that sublicensees shall not have the right to sublicense through multiple tiers)grant further sublicenses, provided, that as a condition precedent to and requirement the sublicenses may be of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of no greater scope or terms than the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a nonunder SECTIONS 2.1-Affiliated Sublicensee 2.3 above. Licensee shall furnish Licensor within thirty (30) days of the execution thereofthereof a true and complete copy of each sublicense and any changes or additions thereto. Any sublicenses granted by Licensee shall survive termination of the licenses granted to Licensee under SECTIONS 2.1-2.3 of this Agreement, provided that the following conditions are met as of the date of such termination: (a) the written agreement between Licensee and sublicensee pursuant to which the extent permitted sublicense was granted (i) obligates the sublicensee to thereafter render to Licensor all sublicense royalties or other sublicense-related consideration that the sublicensee would have owed to Licensee under any Applicable Bluebird In-Licensethe sublicense, (ii) names Licensor as a third party beneficiary, (iii) affirms that Licensee shall remain responsible for all obligations to sublicensee, unless Licensor (at its discretion) elects to assume such sublicense agreement may be redacted as necessary to protect commercially sensitive information; obligations; and (iv) The licensor Party the sublicensee under the sublicense agreement is not directly or indirectly an Affiliate of the Licensee at the time of the termination of this Agreement or for a period of three (3) years after the termination of this Agreement, and if the sublicensee is or becomes an Affiliate of Licensee during such time, then the Licensor will be responsible for any have the right in its sole discretion to terminate the sublicense agreement; and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (vb) Any such Sublicensee will agree Licensee informs the sublicensee in writing (with a copy to be bound by substantially identical Licensor) that the sublicensee's obligations pursuant to subsection (a) are in effect as such licensee Party hereunder with respect to a result of the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementtermination.

Appears in 1 contract

Samples: Exclusive Technology License Agreement (Roaming Messenger Inc)

Sublicenses. The Each Party shall have the right to grant sublicenses under the licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensedSection 2.2 or 2.3, in full or in partas applicable, by the licensee Party by a written agreement to its Affiliates or Third Parties, in the case of BioLineRx, without the prior written consent of Cypress, and Third Parties (in the case of Cypress, only with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration BioLineRx (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third . The sublicensing Party any sublicense shall remain primarily responsible for the performance of the covenant not to xxx granted obligations hereunder by Celgene in Section 10.2each of its sublicensees. The sublicensing Party shall, or within [...***...] days after granting any sublicense, notify the other right to license, with respect to Party of the Development or Commercialization grant of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will sublicense and provide the licensor other Party with a true and complete copy of any such sublicensing agreement. Each sublicense agreement shall be consistent with a non-Affiliated Sublicensee within thirty (30) days of execution thereofthe terms and conditions under this Agreement, and and, to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect applicable to the activities of such Sublicensee hereunder (and not with respect UA Patents or to the activities of any other), including any BioLineRx Know-How disclosure obligations such licensee Party has licensed under the Upstream Agreement and sublicensed to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such Cypress hereunder, each sublicense agreement that relate to entered into by Cypress shall be in compliance and not inconsistent with the terms and conditions of the Upstream Agreement (including the limitation on Cypress’ ability to sublicense as set forth in Section 5.2.2.3 of the Upstream Agreement and the requirement to obtain BioLineRx’s prior written consent as set forth in Section 5.2.2.5 of the Upstream Agreement). Each Party shall, in each agreement under which it grants a sublicense under the licenses set forth in Section 2.2 or 2.3, as applicable (each, a “Sublicense Agreement”), include the following terms and conditions: (i) the sublicensee is required to provide the following to the sublicensing Party if such Sublicense Agreement terminates: (A) the assignment and transfer of ownership and possession of all Regulatory Filings and Regulatory Approvals held or possessed by such sublicensee, and (B) the assignment of, or a freely sublicenseable exclusive license to, all intellectual property Controlled by such sublicensee with a Valid Claim covering the Pre-Commercialization, Commercialization or manufacture of the Products in the Field in the applicable Territory and was created by or on behalf of such sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement; and (ii) upon the reasonable request of a Cypress sublicensee in good standing under its Cypress sublicense which wishes to retain its continuous rights granted to it by Cypress under such sublicense, BioLineRx and such sublicensee shall enter into a direct license agreement, the terms of which shall be substantially similar to the terms of this CCPS Agreement.Agreement (adjusted to take into account any differences in territory or field in such sublicense). *** Confidential Treatment Requested

Appears in 1 contract

Samples: License Agreement (Cypress Bioscience Inc)

Sublicenses. 5.1. The licenses Company shall be entitled to grant Sublicenses. Such Sublicenses shall be made for consideration and covenants granted in Sections 10.1 and 10.2 may be sublicensedarm’s length transactions. For the sake of clarity, in full or in part, by the licensee Party by a written agreement sublicenses to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent Company shall not to be unreasonably withheld, delayed or conditioned)considered Sublicenses under this Agreement. (ii) Bluebird will obtain Celgene’s 5.2. Sublicenses shall only be granted pursuant to written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene agreements, which shall be in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (compliance and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance inconsistent with the terms and conditions of this CCPS Agreement (except that the consideration may be different than as set forth in this Agreement). Each such sublicense agreement shall contain, inter alia, provisions to the following effect: 5.2.1. All provisions necessary to ensure the Company’s ability to perform its obligations under this Agreement, including reporting and audit requirements; 5.2.2. Provisions regarding (i) development and commercialization of Products; (ii) the granting of sub-Sublicenses; (iii) reporting and accounting; (iv) Patent registration, extension and maintenance; (v) Patent rights protection; (vi) confidentiality; (vii) ownership; and (viii) liability and indemnification; that place upon the Sublicensee obligations that are not less restrictive than those placed on the Company under this Agreement; 5.2.3. Every Sublicense agreement shall also provide that in the event of termination of the Licenses (in whole or in part – e.g. termination in a particular country), any existing agreements that contain a Sublicense of, or other grant of right with respect to, Licensed Technology shall terminate (or – if such agreements relate to technology other than the Licensed Technology – the portions relating to the Sublicense or other rights with respect to the Licensed Technology shall terminate); provided, however, that, for each Sublicensee, upon termination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of such Sublicense agreement with the Company such that the Company would have the right to terminate such Sublicense, Yissum shall be obligated to act in one of the two following ways, (the election as to which of the two ways shall be at Yissum’s discretion): (i) enter into a new agreement with such Sublicensee on substantially the same terms as those contained in such Sublicense agreement; provided, however, that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense agreement does not impose any obligations or liabilities on Yissum which are not included in or are greater in scope than Yissum’s obligations or liabilities under this Agreement; or (ii) require the Sublicensee to enter into a license agreement with Yissum under the same terms and conditions as those contained in this Agreement. 5.3. In addition to the foregoing, the Company shall ensure that any Sublicense shall include terms that bind the Sublicensee to observe the terms of this Agreement, the breach of which shall be a fundamental breach resulting in the prompt 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 Yissum of any breach of the terms of a Sublicense, and shall copy Yissum on all correspondence with regard thereto. 5.4. The Company shall inform Yissum of any advanced negotiations to grant a Sublicense and provide Yissum with a description of the general terms of any proposed sublicense at least fifteen (15) days prior to contemplated execution of a Sublicense agreement. In addition, the Company shall provide Yissum with the proposed final text of the Sublicense agreement prior to execution thereof, and shall endeavor to do so at least seven (7) working days before the contemplated execution of the Sublicense agreement. For the avoidance of any misunderstandings between the parties, Yissum acknowledges that, as is often the case with commercial negotiations, the terms of such proposed final text may be subject to revision immediately prior to execution, provided always that the final text after revision shall be in compliance and not inconsistent with the terms and conditions of this Agreement. Upon submission of the proposed terms of any sublicense agreement for Yissum’s review, the Company shall also (i) fully disclose and submit to Yissum all documentation relating to the Sublicense reasonably necessary to evaluate the terms of the proposed sublicense agreement; (ii) adequately disclose to Yissum any other business connection which it or any of its Affiliates now have or are in the process of forming with the proposed Sublicensee which may reasonably affect the decision of the Company regarding the terms and conditions of the Sublicense; and (iii) notify Yissum in writing whether the proposed Sublicensee is an Affiliate or is otherwise related to the Company. For the avoidance of doubt, it is understood that for purposes of this Section 5.4, a sublicense to an Affiliate shall be considered a Sublicense. 5.5. 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 termination of the Sublicense, shall constitute a breach of this Agreement by the Company. 5.6. A Sublicensee shall be entitled to Sublicense its rights under a Sublicense agreement, and so forth through a chain of sublicenses, provided, however, that each such sublicense shall be subject to execution of a written agreement consistent with the terms of this section, and shall be made for consideration and in arm’s length transactions.

Appears in 1 contract

Samples: License Agreement (BioLineRx Ltd.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 ALIMERA may be sublicensed, in full or in part, by the licensee Party by a written agreement grant sublicenses to its Affiliates and Third Parties (sublicensees that are consistent with the right terms and conditions of this Agreement, provided that ALIMERA shall remain responsible for the operations of its sublicensees that are relevant to sublicense through multiple tiers)this Agreement as if such operations were carried out by ALIMERA, providedincluding but not limited to payment of all fees and royalties due under this Agreement, that as a condition precedent whether or not such payments are made to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior ALIMERA by its sublicensees. Unless otherwise consented to granting to a Third Party any sublicense of the licenses granted in writing by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration EMORY (such consent not to be unreasonably withheldwithheld or delayed), delayed or conditioned). [*]. ALIMERA shall include in any sublicense granted pursuant to this Agreement, (i) a provision requiring the 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) Bluebird will obtain Celgene’s written consent the right for EMORY or ALIMERA to audit the 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 granting disclosing to a Third Party any sublicense EMORY, to redact such copies to remove the confidential business information of the covenant sublicensee to the extent that such information does not relate to xxx granted by Celgene in Section 10.2the Licensed Patents and/or Licensed Technology, including the business plans and research plans of the sublicensee related solely to technology other than the Licensed Patents and/or Licensed Technology. For the avoidance of doubt, ALIMERA may not remove the economic terms of such sublicense agreements to the extent that such information relates to the Licensed Patents and/or Licensed Technology. EMORY shall treat all copies of sublicense agreements and other sublicensee (or potential sublicensee) information received from ALIMERA as Information pursuant to Article 11 below. Upon termination of this Agreement for any other reason, any sublicensee shall have the right to licenseseek a license from EMORY to the Licensed Patents and the Licensed Technology, and EMORY * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)omitted portions. (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: License and Option Agreement (Alimera Sciences Inc)

Sublicenses. The licenses 2.3.1 Licensee shall be entitled to grant Sublicenses under the License, subject to the prior written consent of Licensor. Licensor may reject a proposed sublicense in its reasonable discretion, including, without limitation, on the grounds that the sublicense terms do not, or may not, ensure that Licensor will receive sufficient payments with respect to any such sublicensee’s Gross Revenues. 2.3.2 Each Sublicense shall be granted by Licensee in a bona-fide arm’s length transaction, for monetary consideration only and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by pursuant to a written agreement to its Affiliates with Licensee which shall be in compliance and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofconsistent with, and to the extent permitted under any Applicable Bluebird In-Licensesubject to, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement (including, for avoidance of any doubt, the terms and conditions of the License, as set forth under Section ‎2.1), and shall contain, among other things, provisions to the following effect: (a) all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; (b) provisions substantially similar to Section ‎8 (Indemnification; Insurance) and Section ‎9 (Disclaimer; Limitation of Liability), whereby limiting any liability of Licensor, and a section which also shall state that the Licensor and its Indemnitees (as defined in Section ‎8 below) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; (c) that, in the event of termination of the License, as set forth in Section ‎10.3.1, any existing Sublicense shall terminate as well; (d) provisions for monetary consideration, including the payment of royalties by such Sublicensee to the Licensee, that substantially conforms with the applicable provisions set forth in this Agreement; (e) provisions implementing Licensor’s rights to reports and to audit Sublicensees’ records pursuant to Section ‎4.4 hereof; (f) the Sublicensee shall not be entitled to sublicense its rights under such Sublicense agreement; and (g) the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of the Licensor (including, for avoidance of doubt in connection with any merger, consolidation, change of control, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates). 2.3.3 Licensee shall provide Licensor with (a) the final agreed draft of the proposed Sublicense agreement at least thirty (30) days prior to the intended execution thereof; and (b) a signed copy of each Sublicense agreement, within fourteen (14) days after the execution thereof. Any amendments to a Sublicense agreement shall be subject to the prior written consent of Licensor and shall be subject to Licensee providing Licensor with an executed copy of such amendments within fourteen (14) days after the execution thereof. 2.3.4 Licensee acknowledges and agrees that (i) the grant of any Sublicense shall not relieve it of any of its obligations, duties and limitations under this Agreement, and (ii) any act or omission by a Sublicensee that would have constituted a breach of this Agreement had it been an act or omission by the Licensee, shall constitute a breach of this Agreement.

Appears in 1 contract

Samples: Exclusive License Agreement (Sg Blocks, Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by Regents also grants to the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided below, as long as the Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. Such sublicenses to Sublicensees will include all of the terms, conditions, obligations and other restrictions of this Agreement that protect or benefit The Regents' (and, if applicable, the United States Government's and other sponsors') rights and interests, other than 11 those terms, conditions and obligations specified in Article 5 (License Issue Fee), providedArticle 6 (License Maintenance Fee) and Paragraph 8.2 (Minimum Annual Royalty) and Paragraphs 20.5 and 20.7 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, that as a condition precedent the Licensee shall have no right to permit any Sublicensee and requirement of no Sublicensee shall have any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior right to granting to a Third Party further sublicense any sublicense of the licenses rights granted by Bluebird in Section 10.1 with respect to the Development or Commercialization Licensee hereunder. Also, for the avoidance of Licensed Product for U.S. Administration (doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such consent not Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be unreasonably withheldthe operations of the Licensee, delayed or conditioned)for which the Licensee shall be responsible. (ii) Bluebird 3.2 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will obtain Celgene’s written consent prior not separately grant a license to any third party under its rights without concurrently granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) license under The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with Regents' rights on the terms and conditions of described in this CCPS AgreementArticle 3 (Sublicenses).

Appears in 1 contract

Samples: Exclusive License Agreement (Aclarion, Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Regents also grants to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to Licensee hereunder, with no right to further sublicense except as provided below, as long as Licensee has current exclusive rights under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will be subject to all terms and conditions of this Agreement, will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors) to the extent that such obligations are not performed by Licensee, other than those rights and obligations specified in Article 6 (License Issue Fee), providedArticle 7 (License Maintenance Fee) and Paragraph 9.3 (Minimum Annual Royalty) and Paragraphs 21.4 and 21.5 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, that as a condition precedent Licensee shall have no right to permit any Sublicensee and requirement no Sublicensee shall have any right to further sublicense any of any such sublicense: (i) Celgene will obtain Bluebird’s the rights granted to Licensee hereunder without the prior written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (The Regents, such consent not to be unreasonably withheldwithheld or delayed, delayed except that each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its Affiliates (as affiliate is defined in Paragraph 1.1 with Sublicensee substituted for Licensee in the definition), to the extent needed for the development and commercialization of Licensed Products in accordance with this Agreement. Also, for the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, any act or conditioned)omission by a Sublicensee that would be a breach of this Agreement if imputed to Licensee will be deemed to be a breach by Licensee of this Agreement. 3.2 Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense (ii) Bluebird will obtain Celgene’s written consent prior to granting to along with a Third Party any sublicense summary of the covenant not material terms of each such sublicense) and each amendment to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofissuance of such sublicense or such amendment. Licensee will use reasonable efforts to collect from Sublicensees all fees, payments, royalties and the cash equivalent of any consideration due under the applicable sublicense agreements and will pay to The Regents all amounts due The Regents under this Agreement based on all Sublicensee’s activities. For clarity, even if Licensee grants a sublicense that contains a provision for payment to Licensee (or its Affiliate) of royalties by any Sublicensee in an amount that is less than the Earned Royalty required to be paid under Paragraph 9.1 below based on the sales of Licensed Product by such Sublicensee, Licensee will pay to The Regents a total amount equal to the Earned Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 9.1. Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and Licensee will collect and deliver all such reports due The Regents from Sublicensees. 3.3 If Licensee licenses to a third party patent rights assigned to or otherwise acquired by Licensee (“Licensee’s Patent Rights”), and it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing Licensee’s Patent Rights, then Licensee will not separately grant a license to the extent permitted such recipient under Licensee’s Patent Rights without concurrently granting a sublicense under Patent Rights consistent with Section 3.1 under this Agreement. 3.4 Upon any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible expiration or termination of this Agreement for any reason, all sublicenses shall automatically terminate, unless The Regents, at its sole discretion, agrees in writing to an assignment to The Regents of any sublicense. In the event of termination of this Agreement and if The Regents accepts assignment of any sublicense, The Regents will not be bound by any grant of rights broader than or will not be required to perform any obligation other than those rights and obligations contained in this Agreement. Moreover, if The Regents accepts assignment of a sublicense in such case, The Regents will have the sole right to modify each such assigned sublicense to include all obligations of such the rights of The Regents (and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment of Earned Royalties directly to The Regents by the Sublicensee as if such Sublicensee it were such licensee Party hereunder; Licensee at a rate that is no lower than the rate set forth in Article 9 (vEarned Royalties and Minimum Annual Royalties) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder accordance with respect to the activities of such Sublicensee hereunder Article 5 (and not with respect to the activities of any otherPayment Terms), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Exclusive License Agreement (Newlink Genetics Corp)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee has the right to sublicense through multiple tiers)grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of this Agreement, providedas part of good faith, that as a condition precedent arms-length transactions, subject to and requirement of any such sublicensethe following: (ia) Celgene will obtain Bluebird’s written consent prior A Sublicense Agreement shall not exceed the scope and rights granted to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Licensee hereunder. Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will must agree in writing to be bound by substantially identical obligations terms and conditions consistent with this Agreement and shall agree that Board and MD Xxxxxxxx are third party beneficiaries of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 3.4. Licensee may grant a Sublicensee the right to grant further sub-Sublicense Agreements (i.e., multiple tiers) consistent with this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such licensee Party hereunder with respect sub-Sublicensees shall be treated as “Sublicensees” for purposes of this Agreement. (b) Licensee shall deliver to MD Xxxxxxxx a complete and accurate copy of each Sublicense Agreement granted by Licensee, or Sublicensee, and any modification or termination thereof, within thirty (30) Business Days following the activities applicable execution, modification, or termination of such Sublicensee hereunder Sublicense Agreement. If the Sublicense Agreement is not in English, Licensee shall provide MD Xxxxxxxx an accurate English translation in addition to a copy of the original agreement. Licensee may redact confidential, non-financial information from the copy of a Sublicense Agreement delivered to MD Xxxxxxxx. Licensee shall not redact financial information from such Sublicense Agreement delivered to MD Xxxxxxxx. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Board and not with respect to MD Xxxxxxxx for all of the activities Licensee’s duties and obligations contained in this Agreement, including without limitation the payment of any otherRoyalties due under Section 4.1(c), including any Know-How disclosure obligations such licensee Party has whether or not paid to the licensor Party hereunder with respect to the activities Licensee by a Sublicensee. Any act or omission of such a Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party that would be a breach of this Agreement if performed by Licensee will be made an express third-party beneficiary deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Board and/or MD Xxxxxxxx or any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the other terms and conditions of the Sublicense Agreement that would constitute a breach of this CCPS AgreementAgreement if such acts were performed by Licensee.

Appears in 1 contract

Samples: Patent and Technology License Agreement (Affimed N.V.)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with a) Licensee shall have the right to sublicense through multiple tiers), to any person any of the rights granted by Licensor to Licensee under Section 2.1; provided, however, except as is otherwise provided in Section 7.10 that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior Licensee shall deliver to granting Licensor the name, address and such other information within its control reasonably requested by Licensor regarding each proposed sublicensee, including, but not limited to, information concerning its financial condition and production and marketing capabilities, together with the proposed terms of the final agreements relating to the sublicense; (ii) Licensor shall have the right to approve such sublicense (excluding a sublicense granted to a Third Party any sublicense of the licenses granted by Bluebird counterparty in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent a Corporate Partnering Arrangement) which approval shall not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). ; (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and agreements relating to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary shall require the sublicensee to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and comply with all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement applicable to Licensee, except for Sections 3.1, 7.1(b) and 7.2(b); (iv) Licensee shall remain responsible for the performance of its sublicensee(s) under this Agreement and shall pay to Licensor any amounts or perform or cause to be performed any actions required to be paid or performed under such agreements by such sublicensee if the same are not paid or performed promptly when due hereunder; and (v) Licensee's right to sublicense hereunder shall be exclusive to it for the duration of Licensee's exclusive license except as otherwise provided herein. Upon termination of this Agreement for any reason, any and all sublicenses that are granted by Licensee pursuant to this Section 2.3 will remain in effect in accordance with their respective terms and shall be assigned to Licensor, except that Licensor shall not be bound by any duties or obligations set forth in such sublicenses that extend beyond the duties and obligations of Licensor provided for in this Agreement. Licensee may not sublicense any rights hereunder to CTI or any of its Affiliated Companies except in connection with, or after, a conversion of Licensor's membership interest under Article XII of the Operating Agreement, or after withdrawal of Licensor as a Member under the Operating Agreement (other than a withdrawal pursuant to Section 12.5 of the Operating Agreement (unless all Members, after giving effect to such withdrawal, consent to such assignment)). (b) If Licensor exercises its right under Sections 2.2(b) or Section 4 herein, all rights of Licensee under this Section 2.3 shall terminate. Any sublicense, including all duties owed to Licensee thereunder, executed by Licensee shall be assigned to Licensor; provided, however, that Licensor shall not assume any rights, benefits, obligations or liabilities owed to Licensee by sublicensee or by Licensee to sublicensee on or before the date of assignment. (The information below marked ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the Commission.)

Appears in 1 contract

Samples: Exclusive License Agreement (Cell Therapeutics Inc)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Regents also grants to its Affiliates and Third Parties (with Licensee the right to issue sublicenses to third parties to make, have made, use, sell, offer for sale and import Licensed Product and Licensed Services and to practice Licensed Method, as long as Licensee has current exclusive rights thereto under this Agreement. With respect to Licensed Patent Rights licensed non-exclusively, sublicensing is allowed only (a) to a third party actively collaborating with Licensee for the purpose of identifying and/ or developing compounds covered by XX Xxxx Xx. 0000-000 (as set forth in Section 3.4.(a)(2); or, (b) in the event that the sublicense through multiple tiers)agreement includes at least one License Patent Right under which Licensee has current exclusive rights under this Agreement. Affiliates and joint ventures do not have rights to Licensed Patent Rights under this Agreement and must be issued a valid sublicense pursuant to this Article 3 (Sublicenses) in order to exercise any of the Licensed Patent Rights. For the purposes of this Agreement, providedthe operations of all Sublicensees shall be deemed to be the operations of Licensee, that as a condition precedent for which Licensee shall be responsible. To the extent applicable, sublicenses must include all of the rights of and obligations due to and requirement of any The Regents contained in this Agreement. Every such sublicensesublicense will contain at least the following: (ia) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect A statement such that, to the Development or Commercialization extent applicable, the obligations of Licensed Product for U.S. Administration (such consent not to this Agreement will be unreasonably withheld, delayed or conditioned).binding upon Sublicensee as if it were in place of Licensee except that: (ii1) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene earned royalty rate and minimum royalties may be at higher rates than contained in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned).this Agreement; and (iii2) Sublicensee(s) will be precluded from granting further sublicenses unless The licensee Party will provide the licensor Party Regents are provided with a copy written notice of any their intent to sublicense agreement with a non-Affiliated Sublicensee within at least thirty (30) days prior to issuing of such sublicense and The Regents is provided with a copy of the executed sublicense within five (5) business days of execution thereofof such sublicense. This requirement is a material term of the Agreement. Licensee may reasonably redact certain non-financial terms of such sublicense, as long as The Regents can still verify the sublicense’s compliance with this Agreement based solely on the redacted copy provided to The Regents. (b) The same provision for indemnification of The Regents as has been provided for in this Agreement. (c) The same provision for inspection of books and records by The Regents as has been provided for in this Agreement. 3.2 Licensee will promptly provide The Regents with a full and complete copy of each sublicense granted, collect and guarantee payment of all payments due The Regents from all Sublicensees and summarize and deliver to the extent permitted under any Applicable Bluebird In-LicenseThe Regents copies of all reports due The Regents from all Sublicensees, such sublicense agreement except that statements regarding Sublicensee’s internal research or development activities unrelated to Licensed Patent Rights may be redacted if required under a legally binding contract as necessary long as the scope and financial terms of the license(s) granted are still understandable. The Regents shall hold the copies of sublicenses provided by Licensee confidential under the terms of Paragraph 27.3, below. 3.3 Upon termination of this Agreement for any reason, The Regents, at its sole discretion, will determine whether to protect commercially sensitive information; (iv) cancel or assign to The licensor Party will be responsible for Regents any and all obligations sublicenses. The Regents will not withhold its consent for such an assignment of such Sublicensee as if such Sublicensee were such licensee Party hereunder; sublicense to occur on the economic terms of this Agreement provided that: (va) Any such Sublicensee The Regents will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect have no greater obligation to the activities of such Sublicensee hereunder than to Licensee; (b) the Sublicensee fully complied with this Agreement and was not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations)in material default; and , (vic) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such the sublicense agreement that relate fully complies with this Article 3. 3.4 Licensee will pay to compliance with The Regents in respect of all sublicenses (regardless of tier) the terms and conditions of this CCPS Agreement.following amounts:

Appears in 1 contract

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

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 13.1 LICENSEE may grant sublicense(s) during the Exclusive period, upon BWH's consent which shall not be sublicensed, in full unreasonably withheld. 13.2 If LICENSEE is unable or in part, by the licensee Party by unwilling to serve or develop a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tierspotential market or market territory for which there is a willing sublicensee(s), providedLICENSEE will, that as at BWH's request, negotiate in good faith a condition precedent sublicense(s) hereunder 13.3 Any sublicense(s) granted by LICENSEE under this Agreement shall be subject and subordinate to terms and requirement conditions of any such sublicensethis Agreement, except: (ia) Celgene will obtain Bluebird’s written Sublicense terms and conditions shall reflect that any sublicensee(s) may grant sublicenses, upon BWH's consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent which shall not to be unreasonably withheld; and (b) The earned royalty rate specified in the sublicense(s) may be at higher rates than the rates in this Agreement. Any such sublicense(s) also shall expressly include the provisions of Articles 7, delayed 8, and 9 for the benefit of BWH and provide for the transfer of all obligations, including the payment of royalties specified in such sublicense(s), to BWH or conditioned)its designee, in the event that this Agreement is terminated. (ii) Bluebird will obtain Celgene’s written consent prior 13.4 LICENSEE agrees to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement granted pursuant to this Article 13 within 30 days of its execution. (a) LICENSEE shall pay to BWH— 1. [*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant of a sublicense under such rights if such Licensed Product has not yet completed a Phase III trial at the time that the sublicense is granted; or 2. [*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant of a sublicense under such rights if such Licensed Product has completed a Phase III trial at the time that the sublicense is granted; less milestones payable under Paragraph 6.4. (b) Notwithstanding Paragraph 6.3, if LICENSEE grants a sublicense to Licensed Product and receives Sublicense Revenue in consideration of such sublicense, then LICENSEE shall pay to BWH an earned royalty on Net Sales equal to [*] of Net Sales by LICENSEE and its sublicensees in such sublicense territory. (c) Subject to Paragraph 13.5(b), Sublicensee Revenues shall mean the following payments received by LICENSEE from a Sublicensee in connection with a Sublicense and the Licensed Products for which such Sublicense is granted: (i) up front payments in cash; (ii) research, development or regulatory filing milestones; and (iii) license maintenance fees. It shall not include sharing of, or reimbursement for, research, clinical, registration, commercialization or manufacturing costs. 13.6 Subject to Paragraphs 13.1, 13.2, 13.3, and 13.4, LICENSEE may grant royalty-free or non-Affiliated Sublicensee within thirty (30) days of execution thereofcash sublicenses or cross-licenses provided LICENSEE pays all royalties due BWH from sublicensee's Net Sales. 13.7 The parties acknowledge that LICENSEE will develop or require access to technologies other than the Licensed Patent Rights and Product Data Package to develop and commercialize Licensed Products, and that it will receive payments from its sublicensees in consideration both for the grant of a sublicense under this Agreement as well as the grant to such sublicensee of other licenses, sublicenses and similar rights by LICENSEE. Accordingly, LICENSEE shall have the extent permitted right, in calculating amounts due to BWH under Paragraph 13.5(a), to determine in good faith which portion of Sublicense Revenues is attributable to technology covered by the Licensed Patent Rights and the Product Data Package, and which portion is attributable to rights to other third party technologies contributing to products sold. Prior to distributing Sublicense Revenues, LICENSEE shall inform BWH of any Applicable Bluebird In-Licenseapportionment calculation and the reasonable basis for such apportionment calculation. BWH shall have the right to challenge any apportionment, other than as set forth in Paragraph 13.8, that it determines in good faith is unreasonable and BWH shall set forth a reasonable basis for an alternative apportionment. If the parties cannot agree on such sublicense agreement may apportionment of Sublicensing Revenues, then the dispute shall be redacted resolved as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations provided in Section 16; except that both parties' costs of such Sublicensee proceeding shall be borne by the party whose proposed allocation is further from that awarded by the arbitration. In no event shall BWH's apportionment of Sublicensing Revenues be reduced to less than [*] under this Paragraph 13.7. 13.8 In applying the foregoing, the parties agree that as if of September 19, 2003, that E2F decoy products are covered primarily by intellectual property rights licensed from each of BWH hereunder and Stanford University pursuant to an agreement between LICENSEE and the Xxxxxx Xxxxxxxx Junior University dated January 1, 1999 (as amended and restated), and that for such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing products consisting of the compound designated "E2F decoy" and a pressurized nucleotide delivery device substantially similar to be bound by substantially identical obligations that existing as such licensee Party hereunder with respect to the activities of April 23, 2003, but that contain no other material component, LICENSEE shall designate [*] of Sublicense Revenues of such Sublicensee hereunder (and not with respect products by LICENSEE or sublicensees as attributable to the activities of any other)Licensed Patents, including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made absent a basis for an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreementalternative apportionment.

Appears in 1 contract

Samples: License Agreement (Corgentech Inc)

Sublicenses. The licenses (i) Subject to the terms and covenants granted in Sections 10.1 conditions of this Agreement and 10.2 may be sublicensedthe applicable Upstream Licenses, in full or in part, by Biogen shall have the licensee Party by a written agreement right to grant to its Affiliates and or Third Parties (with the right to sublicense through multiple one or more tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of sublicenses under the licenses granted by Bluebird in Sangamo to Biogen under Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration 2.1(a) (such consent not to be unreasonably withheldLicense Grants), delayed or conditioned). provided that: (iiA) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any each sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may shall be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance consistent with the terms and conditions of this CCPS Agreement and the applicable terms and conditions of the Upstream Licenses that are set forth on Schedule 2.4 (Upstream License Provisions Applicable to Biogen) that are applicable to each Sublicensee as if it were Biogen; (B) Biogen shall remain responsible for the performance of all of its Sublicensees to the same extent as if such activities were conducted by Biogen and for any payments due hereunder with respect to any activities of any Sublicensees; and (C) Biogen shall ensure that its Sublicensees comply with the terms and conditions of this Agreement and the terms and conditions of the applicable Upstream Licenses that are set forth on Schedule 2.4 (Upstream License Provisions Applicable to Biogen). In addition, within [*] days after the execution of any sublicense agreement with (1) a Third Party (other than an agreement [*] unless such agreement [*] pursuant to which [*]), or (2) to the extent required under an Upstream License, an Affiliate, in each case ((1) and (2)), Biogen shall provide Sangamo with a true and complete copy of such sublicense agreement, provided that Biogen may redact certain terms of such sublicense agreement to the extent not pertinent to either Party’s rights or obligations under this Agreement or necessary to verify compliance with the requirements of this Agreement and any applicable Upstream Licenses. 27 [*] = 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. (ii) If Biogen cannot grant further sublicenses under a particular Upstream License, then at Biogen’s request in conjunction with Biogen’s granting of a sublicense under this Section 2.1(b) (Sublicenses), Sangamo shall grant a sublicense under such Upstream License directly to such sublicensee for no additional consideration to Sangamo (but subject to Section 2.1(b)(iii)) (Sublicenses) on terms that are consistent with such Upstream License, the sublicense granted by Biogen to such sublicensee and the terms of this Agreement. (iii) Biogen shall be solely responsible for paying any sublicense issuance and sublicense maintenance fees owed to Third Parties pursuant to the applicable Upstream Licenses that (A) are specifically attributable to the grant of a sublicense by Biogen (or further sublicenses by Sublicensees) or by Sangamo at Biogen’s request pursuant to Section 2.1(b)(ii) (Sublicenses) and (B) are specifically identified on Schedule 2.4 (Upstream License Provisions Applicable to Biogen) or that Biogen otherwise agrees to pay. (iv) Upon termination of this Agreement for any reason and within [*] days after such termination, upon the request of any Sublicensee that (A) has been granted rights to Develop or Commercialize any Terminated Product in any Terminated Region, (B) is not [*], (C) is not, [*], (D) is not then in breach of its sublicense agreement with Biogen and (E) provides such request to Sangamo within [*] days after such termination, Sangamo will negotiate in good faith with such Sublicensee to attempt to agree upon reasonable terms and conditions pursuant to which Sangamo and such Sublicensee would enter into a new license agreement pursuant to which Sangamo would grant such Third Party a direct license with the same license scope, territory and duration as such Sublicensee’s sublicense from Biogen (each a “New License Agreement”). Under such New License Agreement, Sangamo will not be bound by any grant of rights broader than, and will not be required to perform any obligation other than, those rights and obligations contained in this Agreement and all applicable rights of Sangamo set forth in this Agreement shall be included in such New License Agreement. Notwithstanding the foregoing, Sangamo will not be obligated to enter into a New License Agreement with any Sublicensee.

Appears in 1 contract

Samples: Collaboration and License Agreement (Sangamo Therapeutics, Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 Licensee may be sublicensedgrant a sublicense, in full or in part, by the licensee Party by a written agreement option to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right relating to licenseany Licensed Technology to any of its Affiliates without the right to grant further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in this Section 7.3 (Sublicenses). Licensee may enter into Sublicense Agreements only with respect to the Development or Commercialization of POZEN’s prior consent. In order for rights under Licensed Product for U.S. Administration (such consent not Technology to be unreasonably withheldvalidly granted to a Sublicensee, delayed or conditioned). (iii) The licensee Party will provide the licensor Party Sublicense Agreement with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to must be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance consistent with the following terms and conditions of this CCPS Agreement., and will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.5 (Payments and Sales Reporting), and 8.6 (Records; Audit). Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and (ii) ensure that any Sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and Sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the foregoing, Licensee will have the right to sell POZEN Products through any distributors or sub-distributors of its choice, without the need to obtain prior consent from POZEN, in carrying out its Commercialization activities under this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Appears in 1 contract

Samples: Collaboration and License Agreement (Pozen Inc /Nc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx sue granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information;; CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Co Development, Co Promote and Profit Share Agreement

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx sue granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Co Development, Co Promote and Profit Share Agreement (Bluebird Bio, Inc.)

Sublicenses. 3.1 The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by Regents also grants to the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee the right to sublicense through multiple tiersto third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided below, as long as the Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors), providedother than those rights and obligations specified in Article 5 (License Issue Fee), that as a condition precedent Article 6 (License Maintenance Fee) and Paragraph 8.2 (Minimum Annual Royalty) and Paragraphs 20.4 and 20.5 (reimbursement of Patent Prosecution Costs). For the avoidance of doubt, the Licensee shall have no right to permit any Sublicensee and requirement of no Sublicensee shall have any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior right to granting to a Third Party further sublicense any sublicense of the licenses rights granted by Bluebird in Section 10.1 with respect to the Development or Commercialization Licensee hereunder, except that each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its affiliates as affiliate is defined in Paragraph 1.1 with Sublicensee substituted for licensee in the definition, to the extent needed for the development and commercialization of Licensed Product Products in accordance with this Agreement. Also, for U.S. Administration (the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such consent not Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be unreasonably withheldthe operations of the Licensee, delayed or conditionedfor which the Licensee shall be responsible. 3.2 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents' rights on the terms and conditions described in this Article 3 (Sublicenses). 3.3 The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense (ii) Bluebird will obtain Celgene’s written consent prior to granting to along with a Third Party any sublicense summary of the covenant not material terms of each such sublicense) and each amendment to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofissuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Paragraph 7.2 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 7.2. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and deliver all such reports due The Regents from Sublicensees. 3.4 If Licensee licenses patent rights assigned to or otherwise acquired by it ("Licensee's Patent Rights"), and it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee's Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee's Patent Rights without concurrently granting a sublicense under Patent Rights on the extent permitted terms required under this Agreement. 3.5 Upon any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible expiration or termination of this Agreement for any reason, all sublicenses shall automatically terminate, unless The Regents, at its sole discretion, agrees in writing to an assignment to The Regents of any sublicense. In the event of termination of this Agreement and if The Regents accepts assignment of any sublicense, The Regents will not be bound by any grant of rights broader than or will not be required to perform any obligation other than those rights and obligations contained in this Agreement. Moreover, The Regents will have the sole right to modify each such assigned sublicense to include all obligations of such the rights of The Regents (and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment of Earned Royalties directly to The Regents by the Sublicensee as if such Sublicensee it were such licensee Party hereunder; the Licensee at a rate that is no lower than the rate set forth in Article 8 (vEarned Royalties and Minimum Annual Royalties) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder accordance with respect to the activities of such Sublicensee hereunder Article 4 (and not with respect to the activities of any otherPayment Terms), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement.

Appears in 1 contract

Samples: Exclusive License Agreement (Lantis Laser Inc.)

Sublicenses. The licenses (a) Licensee may sublicense the license and covenants rights granted to Licensee under Sections 2.1 through 2.4 (as applicable) to (i) its Affiliates, (ii) in Sections 10.1 the case of all Licensed IP other than the Seeds and 10.2 may be sublicensedBeads IP, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (in connection with the right to sublicense through multiple tiers)operation of the business of Licensee or its Affiliates, provided, that as a condition precedent to and requirement but not for the independent use of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior Third Party, including distributors that need to granting practice the applicable Intellectual Property to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect provide ordinary course distribution services to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to licenseLicensee and its Affiliates; provided that, with respect to the Development Licensed Standards, sublicensing to such Third Parties shall be solely for such Third Parties to provide services to the Specialty Products Business or Commercialization Agriculture Business (as applicable) in the ordinary course at any or all Licensed Facilities (but not for the independent use of Licensed Product such Third Party), (iii) in the case of the Seeds and Beads IP, to Third Parties (1) who are bona fide collaborators or partners of Licensee or any of its Affiliates, or (2) in connection with which sublicense Licensee or any of its Affiliates is also granting a license or other rights to any other Intellectual Property for U.S. Administration seed coating and seed treatment technology owned by or licensed to Licensee or any of its Affiliates, in each case (1) and (2), for use in connection with the practice of seed coating and seed treatment technology, and (iv) with the prior written consent of Licensor, other Third Parties (each such consent not to be unreasonably withheldAffiliate or Third Party, delayed or conditioneda “Sublicensee”). (iiib) The licensee Party will provide Each sublicense granted by a Licensee under the licensor Party with a copy of any sublicense license granted to such Licensee in Sections 2.1 through 2.4 shall be granted pursuant to an agreement with a non-Affiliated Sublicensee within thirty that (30i) days of execution thereofis subject to, and to the extent permitted under any Applicable Bluebird In-Licenseconsistent with, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementAgreement and includes provisions at least as protective of Licensor and its Affiliates as the provisions of this Agreement (except that such sublicense shall not be required to provide rights for Licensor to audit Sublicensee in accordance with, and subject to, Section 2.12 (1) if the sublicense is granted to an Affiliate or (2) with respect to sublicenses of Licensed Know-How, Licensed Copyrights or Business Software where the primary purpose of such arrangement with sublicensee is not to grant access to such Licensed Know-How, Licensed Copyrights or Business Software), (ii) to the extent with respect to Licensed Patents or AgCo Licensed Standards and if Sublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee (including, for clarity, with respect to the audit rights set forth in Section 2.12 to the extent applicable), and (iii) to the extent with respect to Licensed Patents or AgCo Licensed Standards, is in writing if the Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee.

Appears in 1 contract

Samples: Intellectual Property Cross License Agreement (Corteva, Inc.)

Sublicenses. The licenses and covenants 2.2.1 Aurinia shall have the right, for no additional consideration, to sublicense rights granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement Section 2.1 to its Affiliate Sublicensees without the consent of Riptide. Aurinia shall cause its Affiliates to comply with and Third Parties (be bound by those terms and conditions of Aurinia under this Agreement that by their terms are intended to obligate Aurinia or its Affiliates Developing, Manufacturing or having Manufactured or Commercializing the Product as permitted hereunder. Notwithstanding the foregoing, Aurinia shall remain primarily responsible for complying with the right to sublicense through multiple tiers), provided, that as a condition precedent to such applicable terms and requirement conditions. A breach by any such Affiliate of any such sublicense:obligation shall constitute a breach by Aurinia of this Agreement. (i) Celgene will obtain Bluebird’s written consent prior 2.2.2 Aurinia shall also have the right, for no additional consideration, to granting sublicense rights granted in Section 2.1 to a Third Party any sublicense Sublicensees without the consent of Riptide. Aurinia shall give Riptide contemporaneous notice of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization execution of Licensed Product for U.S. Administration (such consent not to be unreasonably withheldany sublicense. Within [redacted]after execution of a sublicensing agreement, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will Aurinia shall provide the licensor Party Riptide with a copy of any sublicense thereof (provided that Aurinia shall be permitted to redact the financial terms and other confidential information in such agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be redacted as necessary information is not needed to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to verify compliance with the terms and conditions of this CCPS Agreement). In the event that Aurinia becomes aware of a material breach of any such sublicense by the Sublicensee that may have a materially adverse impact on Aurinia’s obligations to Riptide under this Agreement or Riptide’s rights under this Agreement, Aurinia shall use Commercially Reasonable Efforts to enforce the terms of such sublicense. 2.2.3 Each Sublicensee has the right to further sublicense the Sublicensee’s rights hereunder though multiple tiers, for no additional consideration, without Riptide’s consent. The terms of this Section 2.2 shall apply to each subsequent Sublicensee or sub-Sublicensee, and so on, as if same were Aurinia’s original Sublicensee.

Appears in 1 contract

Samples: Collaboration & License Agreement (Aurinia Pharmaceuticals Inc.)

Sublicenses. The licenses Prior to granting any Sublicenses to any Third Parties pursuant to Section 2.3.1 (Rights to Grant Sublicenses) and covenants with regard to Roche for the Roche Major Countries only, the Sublicensing Party shall provide written notice to the other Party identifying (a) the Sublicensing Party’s intention to grant a Sublicense to any Third Party of the rights granted in Sections 10.1 to such Party under this Agreement, (b) the purpose of such Sublicense, and 10.2 may (c) the identity of such Third Party. Each Sublicense granted by a Sublicensing Party pursuant to Section 2.3.1 (Right to Grant Sublicenses) shall be sublicensed, in full or in part, by the licensee Party by made pursuant to a written agreement that is subject and subordinate to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: this Agreement. Each Sublicense agreement shall (i) Celgene will obtain Bluebird’s written consent prior be consistent with the terms of this Agreement, (ii) require that such Sublicensee undertake obligations of confidentiality and non-use regarding Confidential Information that are at least as protective as those undertaken by the Sublicensing Party with respect to granting Confidential Information pursuant to Article 12 (Confidentiality), and (iii) require that the Sublicensee assign or license to the Sublicensing Party all Patent Rights and Know-How developed or invented by the Sublicensee that are necessary or useful to Exploit the Licensed Products and corresponding Sarepta Diagnostic Products (such that the Sublicensing Party Controls such Patent Rights and Know-How for the purposes of this Agreement). As soon as reasonably practicable after execution by Roche or any of its Affiliates of any Sublicense agreement with a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party Sublicense Roche will provide the licensor Party Sarepta with a copy of any sublicense such agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement which copy may be redacted as to remove provisions that are not necessary to protect commercially sensitive information; monitor compliance with this Agreement, including this Section 2.3.4 (iv) The licensor Sublicenses)). Notwithstanding any Sublicense, the Sublicensing Party will be responsible liable for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities act or omission of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary that is a breach of any such Sublicenseeof the Sublicensing Party’s obligations under this Agreement as though the same were a breach by the Sublicensing Party, and the non-Sublicensing Party will have the right to proceed directly against the Sublicensing Party without any obligation to first proceed against such sublicense agreement that relate to compliance with the terms and conditions of this CCPS AgreementSublicensee.

Appears in 1 contract

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

Sublicenses. The licenses granted to Schering under Sections 2.1 and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full 2.2 shall include the limited right to grant sublicenses to Third Parties contracted by Schering or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (to perform services in connection with the development and/or commercialization of the Products in the Field in the Territory, but in the case of Patent Rights and Know-How licensed to ViroPharma pursuant to the SaSy Agreement, and sublicensed to Schering under Section 2.1 or 2.2, Schering’s right to sublicense through multiple tiersshall be limited at any time during the term of this Agreement to only those rights received by ViroPharma under the SaSy Agreement (including as it may be amended), providedas such rights exist at such time, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect shall be subject to the Development or Commercialization prior consent of Licensed Product Sanofi-Synthelabo. Any such sublicenses shall be granted solely for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee within thirty (30) days of execution thereofpurpose of, and only to the extent permitted under any Applicable Bluebird In-Licensenecessary to, enable such sublicense agreement may contractors to perform the relevant services for Schering, shall be redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance consistent with the terms and conditions of this CCPS Agreement and the SaSy Agreement, and shall not include any right to grant further sublicenses. Except as expressly provided for in this Section 2.3, Schering shall have no right to grant sublicenses under this License Agreement. Nothing in this Agreement shall prevent Schering from contracting with Third Parties to assist in the development or commercialization of Compound and Products in the Territory in the Field to the extent that the activities of such Third Parties do not require a sublicense under Patent Rights, Know-How or Trademarks. For the sake of clarity, in the case of Patent Rights and Know-How licensed to ViroPharma pursuant to the SaSy Agreement, the sublicense to Schering shall be to the full extent of the rights licensed to ViroPharma, and ViroPharma shall not reduce such extent by its acts or omissions without the prior written consent of Schering.

Appears in 1 contract

Samples: License Agreement (Viropharma Inc)

Sublicenses. The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with Licensee shall have the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicensegrant sublicenses under the licenses granted in Section 2.1: (ia) Celgene will obtain Bluebird’s to an Affiliate of Licensee without Exelixis’ express prior written consent prior and without providing any written notice to granting to a Third Party any Exelixis, provided that such sublicense will terminate if such sublicensee no longer qualifies as an Affiliate of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned)Licensee. (iib) Bluebird will obtain Celgene’s written consent prior to granting to a any Third Party any sublicense distributor identified on Exhibit C attached hereto (which list of approved distributors shall be agreed upon by the covenant not to xxx granted by Celgene in Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated Sublicensee Parties within thirty (30) days following the Effective Date) without Exelixis’ express prior written consent, provided that Licensee does not have an Affiliate that is then engaged in selling pharmaceutical products in such sublicensed territory. (c) to any Third Party distributor not listed in Exhibit C without Exelixis’ express prior written consent, provided that (i) Licensee does not have an Affiliate that is then engaged in selling pharmaceutical products in such sublicensed territory; (ii) Licensee has conducted a reasonable investigation of execution thereofsuch Third Party and believes that such Third Party is qualified and competent, and to such Third Party annually certifies its compliance with, and actually complies with, Applicable Laws and other applicable requirements, (iii) such Third Party is then engaged in the extent permitted under any Applicable Bluebird In-Licensepromotion and commercialization of oncology products, such sublicense agreement may be redacted as necessary to protect commercially sensitive information; and (iv) The licensor Licensee is then using such Third Party for distribution of pharmaceutical products other than Products; and provided further that Licensee notifies Exelixis in writing [ * ] days’ in advance of granting such sublicense specifying (x) the name of such Third Party and the country(ies) such sublicense will cover, and (y) that Licensee has met the conditions set forth in (ii) – (iv). If Exelixis believes Licensee should not grant such sublicense to such Third Party, it may direct such concern and any documentation supporting such concern to the JSC for discussion. (d) to a Third Party other than as set forth in (b) and (c) with Exelixis’ express prior written consent. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be responsible competitively harmful if publicly disclosed. All sublicenses granted under the licenses granted in Section 2.1 shall be in writing and shall be subject to, and consistent with, the terms and conditions of this Agreement and shall provide that any such Sublicensee (for clarity, including any distributor) shall not further sublicense except with the consent of Licensee and Exelixis. Licensee shall ensure that each agreement with a Sublicensee grants Exelixis all obligations of rights with respect to Data, Inventions and Regulatory Filings made or generated by such Sublicensee as if such Sublicensee Data, Inventions and Regulatory Filings were such licensee Party hereunder; made or generated by Licensee. Licensee shall be responsible for the compliance of its Affiliates, Sublicensees (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other)for clarity, including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligationsdistributors); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance , and subcontractors with the terms and conditions of this CCPS Agreement. Licensee shall provide written notice to Exelixis of each sublicense granted to a Third Party hereunder, specifying the name of the Sublicensee, the territory, and the duration of the sublicense. Licensee agrees that in countries where it is not Commercializing Products through its Affiliates, it will only contract with Third Party distributors who satisfy the conditions of paragraphs (b), (c), or (d) above, whether or not a sublicense of rights hereunder is actually required.

Appears in 1 contract

Samples: Collaboration and License Agreement (Exelixis, Inc.)