Sublicensing Terms. (a) Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
(b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters.
(c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it ha...
Sublicensing Terms. 9.1.4.1. Novartis will have the right to sublicense any of its rights under Sections 9.1.1, 9.1.2 and 9.1.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, subject to the requirements of this Section 9.1.4.
9.1.4.2. Each sublicense granted by Novartis pursuant to this Section 9.1.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Novartis will as soon as reasonably practicable thereafter, provide Surface with a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.1.4), and each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Section 9.1.2, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License.
9.1.4.3. Notwithstanding any sublicense, Novartis will remain primarily liable to Surface for the performance of all of Novartis’s obligations under, and Novartis’s compliance with all provisions of, this Agreement.
Sublicensing Terms. Each sublicense granted by Green Cross pursuant to this Section 2.2 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Green Cross shall promptly provide Argos with a copy of the fully executed Sublicense Agreement with any Sublicensee, and such Sublicense Agreement shall contain the following provisions: (a) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required under this Agreement; (b) the audit requirement set forth in Section 3.4; (c) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article 6 with respect to both Parties’ Confidential Information; and (d) any other provisions required under any Argos In-License. In the event Green Cross becomes aware of a material breach of any Sublicense Agreement by a Sublicensee, Green Cross shall promptly notify Argos of the particulars of same and shall enforce the terms of such Sublicense Agreement. If Green Cross does not cause the Sublicensee to comply with the terms of the Sublicense Agreement within [**] days of Argos’ request, Green Cross shall, upon Argos’ written direction, terminate the sublicense.
Sublicensing Terms. (a) Novartis will have the right to sublicense any of its rights under Sections 9.2.1.1, 9.2.1.2 and 9.2.1.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, subject to the requirements of this Section 9.2.1.4.
(b) Each sublicense granted by Novartis pursuant to this Section 9.2.
Sublicensing Terms. Notwithstanding anything to the contrary set forth herein, Takeda may grant a sublicense to [***] pursuant to the [***] Agreement, and the terms and conditions set forth under [***] to the [***] Agreement. Takeda will [***] of the [***] Agreement applicable to the grant of such sublicense and the sharing of information pursuant to [***], including the confidentiality provisions set forth in the [***] Agreement, against [***] or its successors-in-interest to the [***] Agreement as necessary to protect Licensee’s rights [***].
Sublicensing Terms. (a) Each sublicense agreement shall be consistent with the terms and conditions of this Agreement. Each Party shall remain liable to the other Party for each of such Party’s (or its Affiliate’s) sublicensees’ failure to comply with all applicable restrictions, limitations and obligations under the sublicense agreement and this Agreement. No sublicense granted by a Party hereunder may be assigned, transferred or further sublicensed to any Third Party without the prior written consent of such Party.
(b) Each Party shall provide a redacted copy of any sublicense agreement entered into by such Party to the other Party (such redactions to exclude only the financial terms of such sublicense and other information normally redacted from a document filed with the U.S. Securities and Exchange Commission), (i) if such sublicense impacts upon one or more of the Major Market Countries, and (ii) upon request by such other Party, in any country other than a Major Market Country.
Sublicensing Terms. Each sublicense granted by NovaMedica pursuant to this Section 2.2 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. NovaMedica shall promptly provide Clearside with a copy of the executed Sublicense Agreement with any Sublicensee which shall contain the identity of the Sublicensee and shall provide sufficient information to show that the following provisions have been imposed on the Sublicensee: (a) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required under this Agreement; (b) the audit requirement set forth in Section 3.5; (c) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article 5 with respect to both Parties’ Confidential Information; and (d) any other provisions required to be imposed on a Sublicensee under any Clearside In-License. In the event NovaMedica becomes aware of a material breach of any Sublicense Agreement by a Sublicensee, that has not been cured pursuant to the terms of such Sublicense Agreement, NovaMedica shall promptly notify Clearside of the particulars of same and shall enforce the terms of such sublicense. If NovaMedica does not cause the Sublicensee to comply with the terms of the Sublicense Agreement within ninety (90) days of Clearside’s request, NovaMedica shall, upon Clearside’s written direction, terminate the Sublicense Agreement.
Sublicensing Terms. All sublicenses that may be granted by Licensee hereunder shall contain terms and conditions no less restrictive than, no less protective of XXXX’x rights than, and consistent with those set forth in this Agreement, shall be subject to the termination of this Agreement (subject to Section 2B(iii)); and shall identify XXXX as a third party beneficiary thereof. No sublicense shall purport to grant any rights that extend beyond the scope of rights granted to Licensee under this Agreement. Licensee shall have the same responsibility for the activities of any sublicensee as if the activities were directly those of Licensee; any act or omission of a sublicensee which would be a breach of this Agreement if performed by Licensee shall be deemed to be a breach by Licensee.
Sublicensing Terms. (a) Cxxxxx will have the right to sublicense any of its rights under Sections 7.1.2.1, 7.1.2.2 and 7.1.2.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Licensee, subject to the requirements of this Section 7.1.2.4.
(b) Each sublicense granted by Cxxxxx pursuant to this Section 7.1.2.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 9.1 with respect to Licensee’s Confidential Information, and (ii) a requirement that the Sublicensee comply with the applicable provisions under any in-license agreement of Licensee under which Cxxxxx elects to take a sublicense pursuant to Section 7.2.4.
(c) Notwithstanding any sublicense granted pursuant to this Section 7.1.2.4, Cxxxxx will (i) remain primarily liable to Licensee for the performance of all of Cxxxxx’ obligations under, and Cxxxxx’ compliance with all provisions of, this Agreement and (ii) be liable for any act or omission of any such Sublicensee that is a breach of any of Cxxxxx’ obligations under this Agreement as though the same were a breach by Cxxxxx, and Licensee shall have the right to proceed directly against Cxxxxx without any obligation to first proceed against such Sublicensee. Each (sub)license by Cxxxxx and its Affiliates will be subject to the applicable terms and conditions of this Agreement. For clarity, Cxxxxx grants no rights hereunder to permit Licensee to proceed directly against a Sublicensee.
Sublicensing Terms. (a) In addition to its subcontracting rights pursuant to Section 3.4, Section 4.9 and subject to the requirements of this Section 0.0.0.0:
(i) Shionogi will have the right to sublicense any of its rights under Sections 6.2.1.1, 6.2.1.2, 6.2.1.3 and 6.2.1.4, to any of its Affiliates without the prior consent of Xxxxx;
(ii) Shionogi will have the right to sublicense any of its rights under Sections 6.2.1.1, 6.2.1.3 and 6.2.1.4 to any Third Party upon Akili’s prior written consent; and
(iii) Shionogi will have the right to sublicense its rights to use the Clinical Code under Section 6.2.1.2 to permit Clinical Study Partners to conduct Clinical Studies with respect to the Licensed Products in the Field, including the right to sublicense to End-Users the right to use the Clinical Code in accordance with End-User Terms; provided, that, (A) Shionogi will require that each Clinical Study Partner and each End-User accept the Clinical Study Partner Terms and the End-User Terms, as applicable, as part of a valid and enforceable written agreement as a condition precedent to the use of the Clinical Code and (B) Shionogi will use reasonable efforts to enforce the Clinical Study Partner Terms and End-User Terms and will promptly notify Xxxxx of any breach thereof by a Clinical Study Partner or End-User. The Clinical Code will be pre-installed on tablets and made available to Clinical Study Partners and End-Users for use on such tablets only, as further described in the Support Services Plan.
