Survival of Sublicense Sample Clauses

Survival of Sublicense. Upon Grünenthal’s request, AcelRx shall allow Grünenthal’s Sublicensees the continuation of their sublicense agreements directly with AcelRx if such Sublicensee is not in breach of its Grünenthal sublicense agreement, and Grünenthal shall either assign or cooperate in the transfer of such sublicense to AcelRx. For clarity, this Section 14.3(g) shall not apply to sublicensees that are Affiliates of Grünenthal.
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Survival of Sublicense. In the event that this Agreement is terminated by the Transferee for convenience pursuant to Section 11.2, below, subject to the Company’s prior written consent, which may be withheld by Company in its sole discretion, a sublicense of any Licensed IP granted by the Transferee to a Permitted Transferee shall, at the written election of such Permitted Transferee that is communicated to Company within thirty (30) days after the effective date of the termination of this Agreement, survive such termination, provided that such Permitted Transferee is at the time in full compliance with the terms of the applicable sublicense agreement. In such event, Company shall enter into a license agreement with such Permitted Transferee to grant a license under Company IP (a “Direct License”) directly to such Permitted Transferee. Subject in all respects to the prior written consent of Company, each Direct License shall be subject to the same terms and conditions as those in such sublicense agreement, including but not limited to scope, sublicense territory, duration of sublicense grant, financial and diligence obligations, in each case to the extent that such sublicense agreement provisions are not in conflict with the terms of this Agreement or applicable federal, state or local laws or regulations. In no event shall Company (a) be liable to Permitted Transferee for any actual or alleged breach of such sublicense agreement by the Transferee or (b) have any obligations to such Permitted Transferee other than Company’s obligations to the Transferee as set forth herein.
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Survival of Sublicense. The last sentence of Section 2.2 of the License Agreement shall be deleted and replaced with the following: * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. “Notwithstanding Sections 9.6 and 9.7 of the License Agreement, if this Agreement terminates for any reason, upon the election of any sublicensee of Anthera permitted by this Section 2.2, such sublicensee, from the effective date of such termination, automatically shall become a direct licensee of Amgen under rights and terms equivalent to the sublicense rights and terms which Anthera previously granted to such sublicensee under the applicable sublicense agreement; provided that, as a condition of receiving such direct license from Amgen, (a) the sublicensee must not be in material breach of this Agreement or such sublicense agreement as it relates to the rights under this Agreement sublicensed to the sublicensee, and if such sublicensee is in material breach of such sublicense agreement, Amgen shall have the right to terminate such sublicense agreement, and (b) the sublicensee must agree to assume all of Anthera’s future obligations (i.e., obligations after becoming such direct licensee) under this Agreement with respect to the rights sublicensed by Anthera to the sublicensee (including the territory, field of use, and products) under such sublicense agreement. For clarity, Section 9.6 shall not apply with respect to any rights granted to a sublicense that survive pursuant to this Section 2.2. For clarity, notwithstanding the foregoing, any sublicense agreement entered into by Anthera with any of its Affiliates shall terminate upon the termination of this Agreement.”
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Related to Survival of Sublicense

  • Survival of Sublicenses Notwithstanding anything to the contrary, no termination of this Agreement shall be construed as a termination of any sublicense of any Sublicensee, and thereafter each such Sublicensee shall be considered a direct licensee of Licensor, provided that (i) Licensee represents and warrants to Licensor that, to Licensee’s actual knowledge, as of the effective date of such termination, such Sublicensee is then in full compliance with all terms and conditions of its sublicense, (ii) such Sublicensee agrees in writing to assume all applicable obligations of Licensee under this Agreement.

  • Grant of Sublicense Subject to the terms and conditions of this Agreement, Adviser hereby grants to the Trust a non-transferable sublicense to use the Index (and associated data and information) listed on Exhibit A in the manner set forth in, and subject to the terms of, the License Agreement.

  • NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION (a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

  • Survival of Rights Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

  • Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation (a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

  • Survival of Agreement All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

  • Nonexclusivity and Survival of Rights The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Company’s Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Company, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.

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