Sublicensing and Subcontracting. GSK may sublicense or subcontract its rights to Develop, Manufacture or Commercialize the Alliance Products in whole or in part to one or more of its Affiliates, provided that the rights sublicensed or subcontracted to such Affiliate shall automatically terminate upon any event in connection with which such Affiliate ceases to be an Affiliate of GSK. GSK may also sublicense or subcontract any of GSK's rights to Develop or Manufacture the Alliance Products, in whole or in part, to one or more Third Parties. In the event GSK wishes to sublicense or subcontract any of GSK's rights to Commercialize the Alliance Products, in whole or in part, to one or more Third Parties, GSK shall obtain the prior written consent of Theravance, such consent not to be unreasonably withheld, provided always that no such restriction shall apply in respect of those countries of the Territory wherein GSK is or has been required under applicable local laws to appoint a Third Party as its distributor or marketing partner. GSK shall secure all appropriate covenants, obligations and rights from any such sublicensee or subcontractor granted by it under this Agreement, including, but not limited to, intellectual property rights and confidentiality obligations in any such agreement or other relationship, to ensure that such sublicensee can comply with all of GSK's covenants and obligations to Theravance under this Agreement. GSK's rights to sublicense, subcontract or otherwise transfer its rights granted under Section 2.1 are limited to those expressly set forth in this Section 2.2.
Sublicensing and Subcontracting. Arcus may sublicense its rights under Section 2.1(i) and/or 2.1(ii) to the Licensed IP during the Term of this Agreement, provided that each such sublicense must be in writing and Arcus must provide a copy of each sublicense (and any sub-sublicense) agreement to WuXi within [***] days after execution of such sublicense, which copy may be redacted only to the extent not relevant to the determination of Arcus’ and any Affiliates’ or sublicensees’ compliance with its payment obligations under this Agreement. Arcus shall secure all appropriate covenants, obligations and rights from any sublicensee to ensure that such sublicensee is subject to, and Arcus can comply with, all of Arcus’s applicable representations, warranties, covenants and obligations to WuXi under this Agreement including those required provisions in Section 2.3. Arcus agrees for itself that it shall be jointly and severally responsible, along with its relevant sublicensee or Affiliate, for any failure of such sublicensee or Affiliate to comply with the applicable provisions of this Agreement; provided that, Arcus may, upon written notice to WuXi, cause the relevant sublicensee to cure such failure within the cure period (if any) that would have been applicable to Arcus had the failure been attributable to the acts or omissions of Arcus. If Arcus does so, such failure by the sublicensee shall not be deemed a breach of this Agreement so long as the failure has been cured. For the avoidance of doubt, in no event shall Arcus be deemed to have agreed to such joint and several responsibility on behalf of or for any of its sublicensees, and in no event shall Arcus be deemed to have any obligation to obtain any such agreement or acknowledgement from any of its sublicensees. *** 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. In the event any such sublicense is terminated by Arcus, Arcus shall notify WuXi of such termination and provide WuXi with a summary of the reasons for such termination, to the extent they substantially relate to the rights granted to Arcus under this Agreement. If requested by Arcus, WuXi will discuss, acting reasonably and in good faith, with Arcus any proposed modifications as may be requested by a potential sublicensee with respect to the terms and conditions of this Agreement. Upon termination of this Agreement for any reason ...
Sublicensing and Subcontracting. Subject to this Section 2.3, ------------------------------- neither Party may sublicense or subcontract its rights under this Agreement to an Affiliate or a Third Party without the prior written consent of the other Party.
Sublicensing and Subcontracting. Subject to this Section 2.3, JBI shall have the right to grant sublicenses of the licenses granted to JBI in Section 2.1.1 under the Licensed Technology to (a) its Affiliates and (b) Third Parties. Scholar Rock shall be notified in writing within twenty (20) Business Days after the grant of any sublicense to a Third Party other than to subcontractors in the ordinary course of performing Development of Collaboration Molecules, Lead Molecules and Licensed Products (i.e., Third Parties conducting activities for the benefit of JBI or its Affiliates but that do not obtain any rights to develop and/or commercialize Collaboration Molecules, Lead Molecules and/or Licensed Product for their own benefit) in which case such notification is not required; such notification shall include, but not be limited to, a description of the rights to be granted, the identity of the sublicensee and the scope. In addition, JBI shall have the right to subcontract for the performance of its obligations hereunder. Each sublicense or subcontract hereunder shall (i) be subject and subordinate to the terms and conditions of this Agreement and prohibit any further sublicensing except in accordance with the conditions set out in this Section 2.3, (ii) contain terms and conditions which are consistent with the terms and conditions of this Agreement, (iii) not in any way diminish, reduce or eliminate any of JBI’s obligations under this Agreement, (iv) impose on the sublicensee or subcontractor all applicable obligations under the terms of this Agreement, including, but not limited to, the confidentiality and restricted use, intellectual property assignment, reporting, audit, inspection and confidentiality provisions hereunder, and (v) provide that, in the event that this Agreement is terminated, such sublicense or subcontract shall automatically terminate (unless Scholar Rock or any of its licensors, in its sole discretion, elects to assume the rights and obligations of JBI under such sublicense or subcontract). JBI shall be entirely and directly liable to Scholar Rock for any Losses suffered by Scholar Rock as a result of actions or omissions by any sublicensees or subcontractors that would, if such actions or omissions had been those of JBI, have caused JBI to be in breach of its obligations under this Agreement, and Scholar Rock shall have the right to proceed directly against JBI without any obligation to first proceed against such sublicensees or subcontractors.
Sublicensing and Subcontracting. Each Party may sublicense or subcontract its rights, if any, to Develop, manufacture and/or Commercialize the API Compound and the Licensed Product in whole or in part to one or more of its Affiliates, provided that the rights sublicensed or subcontracted to such Affiliate shall automatically terminate upon a change of control of such Affiliate in connection with which such Affiliate ceases to be an Affiliate of such Party. Each Party may also sublicense or subcontract its rights, if any, to Develop, manufacture and/or Commercialize the API Compound and the Licensed Product, in whole or in part, to one or more Third Parties provided, however, that any such sublicense from Clinigen shall require the prior written consent of Theravance, such consent not to be unreasonably withheld. Each Party shall secure all appropriate covenants, obligations and rights from any such sublicensee or subcontractor granted by it under this Agreement, including, but not limited to, intellectual property rights and confidentiality obligations in any such agreement or other relationship, to ensure that such sublicensee can comply with all of such Party’s covenants and obligations to the other Party under this Agreement that are applicable to the sublicensees. Each Party’s rights to sublicense, subcontract or otherwise transfer its rights granted under this Article II are limited to those expressly set forth in this Section 2.05.
Sublicensing and Subcontracting. GSK may sublicense or subcontract its rights to Develop, Manufacture or Commercialize the Collaboration Products in whole or in part to one or more of its Affiliates and/or to one or more Third Parties without the consent of Innoviva or TRC. GSK shall secure all appropriate covenants, obligations and rights from any such sublicensee or subcontractor granted by it under this Agreement, including, but not limited to, intellectual property rights and confidentiality obligations in any such agreement or other relationship, to ensure that such sublicensee can comply with all of GSK's covenants and obligations to Innoviva or TRC under this Agreement. ”
Sublicensing and Subcontracting. Licensee shall have the unrestricted right to appoint one or more sublicensees or subcontractors to manufacture, use, distribute and sell the Product in the Territory or one or more subcontractor to use, distribute and sell the Product in the Territory; provided, however, that any such sublicense or subcontract will maintain the Fresenius Parties as the primary parties/obligors with respect to the development, marketing and sale of the Product and will be intended to maximize Unit Sales under this Agreement. Any such sublicensing or subcontracting by Licensee to Fresenius GmbH or an Affiliate of Fresenius GmbH shall be conclusively presumed to have the foregoing intentions. Any such sublicense or subcontract shall include terms imposing on the sublicensee or subcontractor all of the applicable obligations of Licensee hereunder, shall not be inconsistent with the maintenance of the Fresenius Parties as the primary parties/obligors, as aforesaid, and shall reserve to the Licensee all of the correlative rights of the Licensor. Notwithstanding any such sublicensing or subcontracting, Licensee and Fresenius GmbH shall remain responsible to Licensor for the timely performance of all obligations of the sublicensee under the sublicense or the subcontractor under the subcontract. Licensee shall promptly provide Licensor with a copy of each sublicense agreement entered into by Licensee hereunder (and in any event within ten (10) business days after the execution thereof).
Sublicensing and Subcontracting. 4.3.1 Gilead shall have the right: (a) to grant sublicenses under Section 4.1 through multiple tiers of sublicenses to any Affiliate or Third Party; and (b) to subcontract to any Affiliate or Third Party the performance of any of its obligations under this Agreement. Notwithstanding the foregoing, during the Collaboration Term Gilead shall not grant any sublicenses to a Third Party with respect to any Development of a Licensed Product in or for a Major Market without Precision’s prior written consent. Gilead shall provide Precision with written notice of any sublicense under this Agreement within [***] after its execution. [***].
4.3.2 Precision shall have the right: (a) to subcontract any of its Development activities under the Collaboration Program to any Affiliate or Third Party; (b) to grant sublicenses under Section 4.2.1 to its subcontractors; and (c) subject to the last sentence of this Section 4.3.2, to grant sublicenses under Section 4.2.2 through multiple tiers of sublicenses to any Affiliates or Third Parties; provided however, Precision shall only subcontract activities or services under the Collaboration Program that are designated as “material” in the Collaboration R&D Plan to a vendor that has not been pre-approved by Gilead in the Collaboration R&D Plan after receiving written consent from Gilead, such consent not to be unreasonably withheld, conditioned or delayed. Precision shall provide Gilead with written notice of any sublicense it grants under any issued or published Patents, or Patents that have otherwise been disclosed to Precision, in each case licensed by Gilead to Precision under Section 4.2.2 within [***] after Precision is aware that it has sublicensed such a Patent of Gilead’s. In the event Gilead denies consent for such subcontracting, then if Precision requests a recommendation from Gilead for an alternative subcontractor, Gilead shall provide to Precision the name and contact information of at least one subcontractor approved for the conduct of the applicable activity or service within [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. [***] of Precision’s request for consent. Notwithstanding anything to the contrary in this Agreement, Precision’s right to sublicense under clause (c) above shall be subject to Gilead’s prior written consent if [***].
4.3.3 Each sublicense or...
Sublicensing and Subcontracting. Pfizer may grant Sublicenses subject to the terms and conditions set forth in this Section 3.4. Any Sublicense obligations required by the Third Party License to be included in a sublicense shall be deemed to be included in this Agreement as obligations of Pfizer.
Sublicensing and Subcontracting. Arcus may sublicense at any time, without the prior written consent of Abmuno, its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to any (i) Affiliate or (ii) Third Parties; provided that, in the case of a sublicense to a Third Party, such Third Party is a company that (a) engages in, and/or has one or more affiliates that engages in, research, development and/or commercialization of one or more biopharmaceuticals or biologics products and (b) [***]. In addition, notwithstanding the foregoing, after Arcus has [***], Arcus may sublicense, without the prior written consent of Abmuno, its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to any Third Parties, provided only that such Third Party is a company that engages in, and/or has one or more affiliates that engages in, research, development and/or commercialization of one or more biopharmaceuticals or biologics products. If Abmuno is unable to determine whether the information referenced in (b) above about the sublicensee is true based on publicly available information, then Arcus, within fifteen (15) days after a request from Abmuno, at its option, shall either (A) provide information to Abmuno (subject to Section 6 hereof) about the sublicensee sufficient to validate the criteria in (b) above or (B) have one of its officers certify in writing as to the truth of the aforementioned criteria. If Abmuno’s prior written consent is required for Arcus to sublicense its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to a Third Party, Abmuno may not unreasonably withhold, condition or delay any such consent, and if Abmuno fails to reject in writing any such proposed sublicense within ten (10) business days after delivery of written request by Arcus to Abmuno for such sublicense, then Abmuno shall be deemed to have consented to such sublicense. Arcus shall secure all appropriate covenants, obligations and rights from any sublicensee to ensure that such sublicensee is subject to, and Arcus can comply with, all of Arcus’s applicable covenants and obligations to Abmuno under this Agreement. Arcus shall be responsible for any failure of its sublicensees to comply with the applicable provisions of this Agreement. If requested by Arcus, Abmuno will discuss, acting rea...
