Sublicenses. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified the right to grant sublicenses under the Licensed Patent Rights to the extent necessary to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed Products; provided, within ten (10) days of the date such sublicense is executed, Licensee shall provide Licensor with at least the following information with respect to each such Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be consistent with all the terms and conditions of this Agreement, and Licensee shall remain responsible to Licensor for the compliance of each such Sublicensee with the financial and other obligations under this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Appears in 3 contracts
Samples: Exclusive Patent License Agreement (Biomimetic Therapeutics, Inc.), Exclusive Patent License Agreement (Biomimetic Therapeutics, Inc.), Exclusive Patent License Agreement (Biomimetic Therapeutics, Inc.)
Sublicenses. Licensor hereby grants to Licensee Each sublicense granted hereunder shall be consistent with and Licensee hereby accepts from Licensor, upon the comply with all applicable terms of this Agreement and shall incorporate terms and conditions herein specified 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 thirty (30) days of executing the right to grant sublicenses under the Licensed Patent Rights same; provided that any such copy may be redacted by Licensee to the extent necessary that any such redaction does not impair BIDMC’s ability to developensure compliance with this Agreement. Any sublicense which is not in accordance with the forgoing provisions, makeand is not able to be cured to conform with this Agreement within a commercially reasonable period of time, shall be null and void. Upon any termination of this Agreement, BIDMC shall automatically be deemed to have made, import, have imported, use, offer for sale, sell entered into a license agreement directly with each Sublicensee on substantially the same terms and otherwise commercialize Licensed Products; provided, within ten (10) days of the date conditions under which such sublicense is executed, Licensee shall provide Licensor with at least the following information with respect sublicenses granted to each such Sublicensee: Sublicensee by Licensee, provided that (i) such Sublicensee is in material compliance with the identity of the SublicenseeSublicense terms; (ii) a description of such Sublicensee agrees in writing with BIDMC to be bound by the Licensed Productterms, conditions and the rights being granted limitation relating to the Sublicenseelicensed Patented Product and Patented Use; and (iii) the territory in which terms of any such agreement shall automatically be amended so as not to include obligations upon BIDMC that exceed the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be consistent with all the terms and conditions obligations of this Agreement, and Licensee shall remain responsible to Licensor for the compliance of each such Sublicensee with the financial and other obligations BIDMC under this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Appears in 3 contracts
Samples: Exclusive License Agreement (Acceleron Pharma Inc), Exclusive License Agreement (Acceleron Pharma Inc), Exclusive License Agreement (Acceleron Pharma Inc)
Sublicenses. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified the right to grant sublicenses under the Licensed Patent Rights to the extent necessary to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed Products; provided, within ten (10) days of the date such sublicense is executed, Licensee shall provide Licensor with at least the following information with respect to each such Sublicensee: (i) the identity of the ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Sublicensee; (ii) a description of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense sublicense granted by Licensee shall be consistent with all the terms and conditions of this Agreement, and Licensee shall remain responsible to Licensor for the compliance of each such Sublicensee with the financial and other obligations under this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Appears in 3 contracts
Samples: Exclusive Patent License Agreement (Biomimetic Therapeutics, Inc.), Exclusive Patent License Agreement (Biomimetic Therapeutics, Inc.), Exclusive Patent License Agreement (Biomimetic Therapeutics, Inc.)
Sublicenses. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified the right to may grant sublicenses under the Licensed Patent Rights to the extent necessary to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed ProductsSublicenses hereunder; provided, within ten that:
(10a) days of the date such sublicense is executed, Licensee shall provide Licensor with at least the following information with respect all Sublicenses are subject to each such Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be consistent with all the terms and conditions of this Agreement;
(b) no Sublicense shall relieve Licensee of any of its obligations hereunder, and Licensee shall remain be responsible to Licensor for the acts or omissions of its Sublicensees and for the compliance of by its Sublicensees with their obligations under the Sublicense, including the obligations set forth in Article 2.3(c), and Licensee shall take all steps necessary to enforce such compliance;
(c) each such Sublicensee with Sublicense provides that (i) the financial and other obligations owed to Licensor under this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDwill be binding on the Sublicensee and be enforceable both by Licensor and Licensee, and (ii) Licensor is a third party beneficiary under the Sublicense,;
(d) Licensee furnishes to Licensor a true and complete copy of each executed Sublicense and each amendment thereto, within thirty (30) days after the Sublicense or amendment has been executed, and may be submitted in redacted form to comply with confidentiality obligations under the sublicense on but not to impede Licensor’s review rights pursuant to Section 4.11.
(e) Licensee acknowledges and agrees that (a) this Agreement provides Licensee with no ownership rights of any kind in the Licensed Patents; (b) all ownership rights in the Licensed Patents shall remain the property of Licensor; (c) Licensor will retain all original versions of Licensed Patents and will retain control over the same at all times; and (d) the grant of license rights to the Licensed Patents under this Agreement do not constitute a sale of the same.
Appears in 2 contracts
Samples: License Agreement (OKYO Pharma LTD), License Agreement (OKYO Pharma LTD)
Sublicenses. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified the right to CBT may grant sublicenses under the to practice Licensed Patent Rights Patents and Licensed Technology to the extent necessary to discover, develop, make, have made, importuse, have imported, usesell, offer for salesale or import Licensed Products in the Licensed Territory in the Field of Use, sell provided that: (a) for any such Third Party sublicensees that are publicly traded companies and otherwise commercialize Licensed Products; providedhave a fully-diluted market capitalization of greater than [***], CBT shall give prompt written notice to EMORY, and (b) for any such Third Party sublicensees that are publicly traded companies and have a fully-diluted market capitalization of less than [***], CBT shall first obtain EMORY's prior written approval, which approval shall not be unreasonably withheld or delayed. CBT shall provide EMORY with copies of all such sublicense agreements within ten thirty (1030) days of their execution date, provided, however, that CBT shall have the date right to redact any confidential information in such copies of sublicense is executed, Licensee shall provide Licensor with at least agreements that does not relate in any way to either the following technology licensed hereunder or the economic terms therein (such as any technical information with respect relating to each such Sublicensee: (i) the identity other technologies of the Sublicensee; (ii) a description CBT or of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicenseeits sublicensees). Each Sublicense granted by Licensee shall be consistent with all the terms and conditions of this Agreement, and Licensee CBT shall remain responsible to Licensor EMORY for the compliance payment of each such Sublicensee with the financial all fees and other obligations Earned Royalties due under this Agreement, whether or not such payments are made to CBT by its sublicensees. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933CBT shall include in any sublicense granted pursuant to this Agreement, AS AMENDEDa provision requiring the sublicensee to indemnify EMORY and maintain liability coverage to the same extent that CBT is so required pursuant to Sections 10.2, 10.3 and 10.4 of this Agreement.
Appears in 2 contracts
Samples: Exclusive License Agreement (Cougar Biotechnology, Inc.), Exclusive License Agreement (Cougar Biotechnology, Inc.)
Sublicenses. Licensor hereby grants (a) Ascletis may sublicense the rights granted under Section 2.1 to Licensee a Sublicensee with the prior written consent of 3-V, such consent not to be unreasonably withheld, except that no such consent shall be required as follows:
(i) Ascletis may use competent and Licensee hereby accepts from Licensor, upon cGCP compliant contract research organizations and other Third-Party contractors (CROs) to perform portions of the terms and conditions herein specified the right to grant sublicenses under the Licensed Patent Rights Development of a Product to the extent necessary consistent with its normal business practices;
(ii) Ascletis may engage reasonably qualified Third Parties to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed Products; provided, within ten (10) days assist with the Commercialization of the date Products through co-promotion, co-marketing and distributor arrangements and may sublicense its rights granted under Section 2.1 to such Third Parties to the extent such arrangements are commercially reasonable; and
(iii) Ascletis may use competent and cGMP compliant Third Parties, including contract manufacturers, to Manufacture the Product.
(b) For every sublicense is executedgranted by Axxxxxxx, Licensee Ascletis shall provide Licensor with at least the following information with respect to each such Sublicensee: ensure that
(i) the identity of the Sublicensee; (ii) sublicense is granted under a description of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be written sublicense agreement that is consistent with all the terms and conditions of this Agreement, and Licensee ;
(ii) Ascletis shall remain directly responsible to Licensor for the compliance all of each such Sublicensee with the financial and other its obligations under this Agreement. , regardless of whether any such obligation has been delegated, subcontracted or sublicensed to its Affiliates, contractors or Sublicensees;
(iii) Ascletis shall ensure that its Affiliates, contractors and Sublicensees comply with the terms and conditions of this Agreement; and
(iv) within [** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933**] days after the execution of any sublicense agreement, AS AMENDEDAscletis shall provide 3-V with a true and complete copy of such sublicense agreement.
Appears in 1 contract
Samples: Exclusive License and Development Agreement (Sagimet Biosciences Inc.)
Sublicenses. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified GSK shall have the right to grant sublicenses to its Affiliates and shall have the further right to grant sublicenses to Third Parties of the license granted to GSK by ITEOS under the Licensed Patent Rights Section 9.1 (License Grant to GSK) (each, a “Sublicensee”), and any such sublicenses shall be subject to the extent necessary conditions set forth in this Article 9 (Licenses; Exclusivity), provided that during the Term prior to develop, make, have made, import, have imported, use, offer for sale, sell the [***]. Any and otherwise commercialize Licensed Products; provided, within ten (10) days of the date such sublicense is executed, Licensee all sublicenses shall provide Licensor with at least the following information with respect to each such Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Licensed Productbe in writing and shall be subject to, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be consistent with all with, the terms and conditions of this Agreement. GSK shall be responsible for ensuring the compliance of its Sublicensees with all obligations owed to ITEOS under this Agreement, shall remain liable to ITEOS for all acts and Licensee omissions of such Sublicensees and shall remain responsible for performance of all of its obligations to Licensor for the compliance ITEOS hereunder. GSK’s grant of each such Sublicensee with the financial and other any sublicense will not relieve GSK or its Affiliates from any of its obligations under this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933If GSK grants an exclusive sublicense to any Sublicensee of any rights licensed from ITEOS hereunder (an “Exclusive Sublicense”), AS AMENDED.then GSK shall promptly notify ITEOS thereof and shall promptly thereafter provide ITEOS with a copy of such Exclusive Sublicense, which copy may be reasonably redact the detailed financial terms of such Exclusive Sublicense agreement and which will be considered the Confidential Information of GSK. As a condition precedent to and requirement of any such Exclusive Sublicense, if sales by such Sublicensee are included in Net Sales hereunder, then such Sublicensee shall permit
Appears in 1 contract
Samples: Collaboration and License Agreement (iTeos Therapeutics, Inc.)
Sublicenses. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified (a) The Product License includes the right to grant sublicenses under sublicense within the Licensed Patent Rights to the extent necessary to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed Productsscope thereof; provided, within ten (10) days of however, that Alvogen shall not sublicense to a Third Party its license under the date such sublicense is executedPfenex Technology to Commercialize, Licensee shall provide Licensor with at least or have manufactured, Product in the following information with respect to each such Sublicensee: Territory except (i) the identity of the Sublicensee; to a Third Party Supplier, or (ii) to a description of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be For clarity, it is understood and agreed that, Alvogen may use Sublicensees and their Affiliates in the Territory, provided that (A) Alvogen remains responsible to ensure that the activities of any such Sublicensees and their Affiliates are consistent with all the terms and conditions of this Agreement, and Licensee (B) Alvogen (or its Affiliate) books sales of Product in the Territory in accordance with Alvogen’s ordinary course of business.
(b) Alvogen shall remain obtain Pfenex’s written approval prior to the grant of any sublicense which consent shall not be withheld and/or delayed. For the sake of clarity, Pfenex shall respond to Alvogen within 10 days of a written request by Alvogen referencing this Section 2.2 and identifying the proposed Sublicensee, the scope of the proposed sublicense and the terms thereof whether Pfenex approves of the grant of such sublicense. If Pfenex does not respond within such period, it will be considered that Pfenex gave its consent to such sublicense.
(c) Alvogen shall be responsible to Licensor for the compliance of each such Sublicensee failure by its Sublicensees and/or its Affiliates to comply with the financial all relevant restrictions, limitations and other obligations under in this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933.
(d) Alvogen shall be entitled to transfer the Regulatory Approval, AS AMENDEDincluding for the sake of clarity MAA Approval, to its Sublicensee, subject to the provisions of this Agreement, including Section 10.4.
Appears in 1 contract
Samples: Mena Development and License Agreement (Pfenex Inc.)
Sublicenses. Licensor hereby grants (a) Ascletis may sublicense the rights granted under Section 2.1 to Licensee a Sublicensee with the prior written consent of 3-V, such consent not to be unreasonably withheld, except that no such consent shall be required as follows:
(i) Ascletis may use competent and Licensee hereby accepts from Licensor, upon cGCP compliant contract research organizations and other Third-Party contractors (CROs) to perform portions of the terms and conditions herein specified the right to grant sublicenses under the Licensed Patent Rights Development of a Product to the extent necessary consistent with its normal business practices;
(ii) Ascletis may engage reasonably qualified Third Parties to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed Products; provided, within ten (10) days assist with the Commercialization of the date Products through co-promotion, co-marketing and distributor arrangements and may sublicense its rights granted under Section 2.1 to such Third Parties to the extent such arrangements are commercially reasonable; and
(iii) Ascletis may use competent and cGMP compliant Third Parties, including contract manufacturers, to Manufacture the Product.
(b) For every sublicense is executedgranted by Ascletis, Licensee Ascletis shall provide Licensor with at least the following information with respect to each such Sublicensee: ensure that
(i) the identity of the Sublicensee; (ii) sublicense is granted under a description of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be written sublicense agreement that is consistent with all the terms and conditions of this Agreement, and Licensee ;
(ii) Ascletis shall remain directly responsible to Licensor for the compliance all of each such Sublicensee with the financial and other its obligations under this Agreement. , regardless of whether any such obligation has been delegated, subcontracted or sublicensed to its Affiliates, contractors or Sublicensees;
(iii) Ascletis shall ensure that its Affiliates, contractors and Sublicensees comply with the terms and conditions of this Agreement; and
(iv) within [** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933**] days after the execution of any sublicense agreement, AS AMENDEDAscletis shall provide 3-V with a true and complete copy of such sublicense agreement.
Appears in 1 contract
Samples: Exclusive License and Development Agreement (Sagimet Biosciences Inc.)
Sublicenses. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified Buyer may exercise the right to grant sublicenses under sublicense the license granted in Section 3.1 solely in the Licensed Patent Rights Field, to (a) any of its Subsidiaries (for so long as such Subsidiaries remain Subsidiaries); (b) third parties for the purpose of providing services on behalf of Buyer or its Subsidiaries (for so long as such Subsidiaries remain Subsidiaries); (c) customers in connection with such customers' use of the products and services of Buyer or its Subsidiaries (for so long as such Subsidiaries remain Subsidiaries) in the Licensed Field, and (d) a Person not contemplated by (a), (b) or (c) above (a "Disclosed Sublicensee") and without a right to sublicense or transfer, subject to the extent necessary to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed Products; provided, within ten (10) days of the date such sublicense is executed, Licensee shall provide Licensor with at least the following information with respect to each such Sublicenseeconditions: (i) Licensors are given written notice of the identity of the Disclosed Sublicensee; , including business contact information, within three (3) Business Days of the grant of any such sublicense, and (ii) Buyer enters into a description written agreement (a copy of which it will provide to Licensors upon Licensors' request) with the Licensed Product, and the rights being granted Disclosed Sublicensee (with Licensors named as intended third-party beneficiaries thereunder) pursuant to the Sublicensee; and (iii) the territory in which the Licensed Product will Disclosed Sublicensee acknowledges and agrees to be sold bound by Sublicensee. Each Sublicense granted by Licensee shall be consistent with all the terms and conditions of this Agreement, and Licensee shall remain responsible applicable to Licensor for the compliance of each such Sublicensee with the financial and other obligations Licensed Other IP under this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDBuyer will be fully responsible for the compliance by such Disclosed Sublicensee with all terms and conditions applicable to the Licensed Other IP under this Agreement as if such Disclosed Sublicensee were Buyer and any breach of such terms and conditions by any Disclosed Sublicensee will be deemed to be a breach of this Agreement by Buyer.
Appears in 1 contract
Samples: Master Asset Purchase Agreement (Sierra Wireless Inc)
Sublicenses. Licensor hereby grants to Each Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified its Affiliates shall have the right to grant sublicenses under the Licensed Patent Rights to the extent necessary rights granted to developit under Section 2.1 to Third Parties, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed Products; provided, within ten (10) days of the date such sublicense is executed, Licensee shall provide Licensor with at least the following information with respect to each such Sublicensee: however only (i) the identity of the Sublicensee; as Naked Sublicenses, or (ii) in connection with a description Platform Alliance. Each Naked Sublicense shall be subject to the prior written approval of MI, which shall not unreasonably be withheld. A Licensee proposing to grant a Naked Sublicense shall inform MI in writing at least 30 days prior to the Licensed Productintended signature of any such sublicense agreement in sufficient detail (in particular regarding financial terms and other relevant information) to permit MI to decide whether or not to approve. Any requested approval is deemed to be granted if MI does not refuse the approval in writing within 30 (thirty) days after receiving the necessary information; in particular, MI may withhold its approval if MI deems the received information not sufficient. Each sublicense granted under this Agreement shall be subject and subordinate to, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee shall be consistent with all with, the terms and conditions of this Agreement. The applicable Licensee shall be liable that any subsequent sublicenses granted by its Sublicensees are subject and subordinate to, and Licensee shall remain responsible to Licensor for consistent with, the compliance terms and conditions of this Agreement. Within 30 days after the signature of each such Sublicensee with the financial and other obligations sublicense granted under this Agreement, the applicable Licensee shall provide Ml with a reasonably redacted copy of the signed sublicense agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933For the avoidance of doubt, AS AMENDEDand notwithstanding the existence or terms of the Licensees’ Agreement, the Parties acknowledge and agree that Regulus shall not be considered a Sublicensee of Alnylam and/or Isis for purposes of this Agreement.
Appears in 1 contract
Sublicenses. Licensor hereby grants (a) The rights and licenses granted pursuant to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified Section 2.1 include the right to grant sublicenses under the Licensed Patent Rights to the extent necessary to develop, make, have made, import, have imported, use, offer for sale, sell and otherwise commercialize Licensed ProductsSublicense Agreements; provided, within ten (10) days of the date however, [***]and any such sublicense is executed, Licensee shall provide Licensor with at least the following information with respect to each such Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Licensed Product, and the rights being granted to the Sublicensee; and (iii) the territory in which the Licensed Product will be sold by Sublicensee. Each Sublicense granted by Licensee Agreement shall be consistent with all and subject to the terms and conditions of this AgreementAgreement and, without limiting the foregoing, shall include provisions (i) allowing Licensee to conduct an audit of such Sublicensee in a comparable manner to Section 3.9, it being understood that commercially sensitive information may be redacted from such copies, to the extent such information is not necessary to verify compliance hereunder and (ii) requiring such Sublicensee to account for and report its Net Sales of such Licensed Product on substantially the same basis as if such sales were Net Sales hereunder. The terms, conditions and existence of each Sublicense Agreement shall be deemed the Confidential Information of Licensee. Any Sublicense Agreement entered into by Licensee and a Third Party that does not conform with the foregoing shall be deemed null and void. For the avoidance of doubt, Licensee shall have the right to grant sublicenses to its Affiliates without Lipocine’s consent in accordance with Section 10.7.
(b) Licensee shall remain fully responsible to Licensor Lipocine for the compliance performance of each such Sublicensee its Sublicensee(s) with the financial and other respect to Licensee’s obligations under the terms of this Agreement. ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933Without limiting the foregoing, AS AMENDEDLicensee shall remain obligated to make all payments due to Lipocine under the terms of this Agreement with respect to the activities of its Sublicensees, including, for clarity, all royalty payments for Licensed Products sold by its Sublicensee(s) and all milestone payments for milestone events achieved by its Sublicensee(s).
Appears in 1 contract
Samples: License Agreement (Lipocine Inc.)