Sublicensing; Subcontracting. Artiva shall have the right to grant sublicenses of rights granted under the Core License, or subcontract its activities with respect to any Licensed Product, to its Affiliates, contractors and any other Third Party, provided that: (a) Artiva shall remain responsible for the performance or failure to perform by any such Affiliate, Sublicensee and subcontractor under their respective sublicensed or subcontracted rights or obligations to the same extent as if such activity were performed (or was failed to be performed) by Artiva; and (b) each such sublicense and subcontract agreement shall be consistent with the terms and conditions of this Agreement. Artiva shall provide GCLC with a copy of any sublicense agreement entered into with a Sublicensee, and any amendment thereto, within [***] days of its execution (provided that Artiva may redact any confidential information contained therein that is not necessary to disclose to ensure compliance with this Agreement).
Sublicensing; Subcontracting. Artiva shall have the right to grant sublicenses of rights granted under the Product License, or subcontract its activities with respect to any Product, to its Affiliates, contractors and any other Third Party, provided that: (a) Artiva shall remain responsible for the performance or failure to perform by any such Affiliate, Sublicensee and subcontractor under their respective sublicensed or subcontracted rights or obligations to the same extent as if such activity were performed (or was failed to be performed) by Artiva; and (b) each such sublicense and subcontract agreement shall be consistent with the terms and conditions of this Agreement. Artiva shall provide GCLC with a copy of any sublicense agreement entered into with a Sublicensee, and any amendment thereto, within thirty (30) days of its execution (provided that Artiva may redact any confidential information contained therein that is not necessary to disclose to ensure compliance with this Agreement). Artiva shall provide GCLC with a list of any subcontract agreements entered into with a subcontractor for contract research or contract manufacturing services in a calendar quarter within [***] days of the end of such calendar quarter, and if requested by GCLC within ten (10) days of GCLC’s receipt of such list, provide GCLC with a copy of any such subcontract agreement (provided that Artiva may redact any confidential information contained therein that is not necessary to disclose to ensure compliance with this Agreement).
Sublicensing; Subcontracting. Mirum shall have the right to grant sublicenses of the license granted to it under Section 3.1 and, to the extent applicable, Section 2.2, or otherwise subcontract its activities with respect to the Compounds or Licensed Products, to its Affiliates and any Third Parties; provided that: (a) Mirum shall remain responsible for the compliance with this Agreement by any such sublicensee or subcontractor; (b) each such sublicense or subcontract agreement shall be consistent with the terms and conditions of this Agreement; and (c) Mirum shall ensure that it obtains ownership or licenses or rights to all inventions and Information (including all data, know-how, inventions, Regulatory Materials and Regulatory Approvals) generated by such sublicensee or subcontractor under such agreement that are related to the applicable Licensed Product and are sufficient to enable Mirum to grant the rights granted to Shire hereunder, including Shire’s rights under Section 8.6. Upon termination of this Agreement, other than by Mirum pursuant to Section 8.2 or 8.5, all such sublicense agreements shall survive such termination and automatically convert to a direct license or sublicense between Shire and the sublicensee solely if all of the following apply: (i) such direct license or sublicense is consistent with, and not in conflict with, the terms of this Agreement and is as protective of Shire (and, in the case of indemnification, the Shire Indemnitees) as this Agreement, (ii) the sublicensee under such sublicense agreement is not in breach of such sublicense agreement at the time of such termination of this Agreement, (iii) Shire has no obligations or liabilities under such direct license or sublicense beyond the obligations and liabilities of Shire under this Agreement, and (iv) the milestones and royalties to be paid to Shire under such direct license or sublicense are no less favorable to Shire than those to be paid to Shire under this Agreement.
Sublicensing; Subcontracting. Reneo shall have the right to grant sublicenses of the license granted to it under Section 2.1, through multiple tiers of sublicense, or subcontract its activities with respect to any Compound or Licensed Product, to its Affiliates, contractors and any other Third Party, provided that: (a) Reneo shall remain responsible for the compliance with this Agreement by any such Affiliate, Sublicensee or subcontractor; (b) each such sublicense or subcontract agreement shall be consistent with the terms and conditions of this Agreement; and (c) Reneo shall use Commercially Reasonable Efforts to obtain the written agreement of each Sublicensee to xxxxx Xxxxx Control of applicable rights as necessary to enable Reneo to grant to vTv the scope of rights set forth in Section 7.7, provided that the foregoing shall not be construed to limit the rights of Sublicensees under Section 7.6(b)(ii). Reneo shall provide vTv with a copy of each sublicense agreement entered into with each Sublicensee, and each amendment thereto, within thirty (30) days of its execution (provided that Reneo may redact any confidential information contained therein that is not necessary to ensure compliance with this Agreement).
Sublicensing; Subcontracting. Lumena shall have the right to grant sublicenses of the license granted to it under Section 2.1 and any license granted to it under Section 2.2, or otherwise subcontract its activities with respect to Compounds or Licensed Products, to its Affiliates and, subject to Sanofi’s Right to Bid under Section 2.7 and Right of First Negotiation under Section 2.8 below, any Third Party, provided that: (i) Lumena shall remain responsible for the compliance with this Agreement by any such sublicensee and subcontractor; (ii) each such sublicense and subcontract agreement shall be consistent with the terms and conditions of this Agreement; (iii) Lumena shall ensure that it obtains ownership and/or licenses and/or rights to all inventions and Information (including all data, know-how, inventions, Regulatory Materials and Regulatory Approvals) generated by such sublicensee or subcontractor under such agreement that are related to the Licensed Product and are necessary or reasonably useful to Develop or Commercialize Licensed Products, sufficient to enable Lumena to grant the rights granted to Sanofi hereunder, including Sanofi’s rights under Section 8.6; and (iv) if this Agreement terminates other than for breach by Sanofi, upon request by Sanofi, Lumena will either assign its rights and obligations under such sublicense or subcontract agreement to Sanofi or terminate such sublicense or subcontract agreement.
Sublicensing; Subcontracting. The sublicensing and/or subcontracting by Distributor of any rights relating to each Game shall be expressly subject to the prior written approval of Publisher; such approval may not be unreasonably withheld.
Sublicensing; Subcontracting a) Fusion may sublicense the rights granted to it by Licensors under Section 3.1 of this Agreement at any time in its sole discretion through multiple tiers and without reference to the Licensors. Fusion may exercise its rights and perform its rights and obligations under this Agreement itself or through any of its Affiliates or Sublicensees.
b) Fusion may subcontract to Third Parties the performance of tasks and obligations with respect to the Development, Manufacture and commercialization of the Product or Non-Exclusive-Products as Fusion deems appropriate in its sole discretion.
c) Provided a Sublicensee is not in material breach of its sublicense, upon termination of this Agreement for any reason, Licensors shall grant to such Sublicensee license rights and terms equivalent to the sublicense rights and terms that Fusion previously granted to such Sublicensee; provided that such license rights and terms are no greater than the license rights and terms granted to Fusion hereunder.
Sublicensing; Subcontracting. 8.2.1 Celgene shall provide written notice to Jounce of any sublicense of its rights under Section 8.1 (other than any such sublicense to any of its Affiliates or to any Subcontractor) no later than [***] days after entering into such sublicense. Celgene shall remain responsible for the acts of any such Sublicensee as if such acts were Celgene’s, and shall cause any such Sublicensee to comply with all applicable terms and conditions of this Agreement. For clarity, the foregoing sentence is not intended to create a contractual right for Jounce to seek any remedy directly from any such Sublicensee, and Celgene shall be solely responsible for reporting all Net Sales (including by such Sublicensee) and for making any payments to Jounce resulting therefrom. Celgene may subcontract to Affiliates or Third Parties the performance of tasks and obligations related to Celgene’s Development, Manufacture, and Commercialization of the Licensed Compounds and the Licensed Products (each, a “Subcontractor”) under this Agreement as Celgene deems appropriate, which subcontract may include a sublicense of rights necessary for the performance of the subcontract as reasonably required; provided, that Celgene shall remain responsible for the performance of this Agreement and shall cause any such Subcontractor to comply with all applicable terms and conditions of this Agreement.
8.2.2 Jounce may not subcontract to Third Parties the performance of Jounce’s tasks and obligations under this Agreement without first obtaining Celgene’s prior written consent. Any subcontract contemplated by this Section 8.2.2 may include a sublicense of rights necessary for the performance of the subcontract as reasonably required; provided, that Jounce shall remain responsible for the performance of this Agreement and shall cause any such subcontractor to comply with all applicable terms and conditions of this Agreement.
Sublicensing; Subcontracting. Neither Party may assign or sublicense its rights or obligations under this Agreement (other than for a Party’s potential use of a Third Party contract commercial organization as described in Section 8.7(b) below) to another pharmaceutical/biotechnology company without the prior written consent of the other Party.
Sublicensing; Subcontracting. (a) Aytu shall have the right to grant sublicenses under the rights and licenses granted to it under this Article 8, including sublicenses in connection with the development, manufacture, and distribution of a Generic Product by a Third Party, only with the consent of Acerus, not to be unreasonably withheld. Aytu shall at all times remain responsible for the activities of its licensees or sublicensees. Notwithstanding the foregoing, Aytu shall have the right to sublicense the rights and licenses granted to it under this Agreement without the consent of Acerus in connection with promotional support for the Product, and for Aytu to develop, manufacture, and distribute a Generic Product itself.
(b) Each of Aytu and Acerus shall have the right to subcontract to Affiliates and Third Parties (“Subcontractors”) its responsibilities under this Agreement, without obtaining the consent of the other Party, provided that the applicable party shall at all times remain responsible for the activities of its Subcontractors.
(c) Each Party shall enter into agreements with its Subcontractors that contain confidentiality terms at least as strict as those set forth in Article 10 hereof.
