Survival of Sublicenses Clause Samples
The Survival of Sublicenses clause ensures that any sublicenses granted by a licensee to third parties remain valid even if the original license agreement is terminated. In practice, this means that if the main license between the original parties ends, any sublicenses already granted to others do not automatically end and may continue under the same terms. This clause is particularly important in commercial licensing arrangements where sublicensing is common, as it protects the rights of sublicensees and provides stability for downstream users, thereby preventing disruption to their business operations.
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Survival of Sublicenses. Any sublicense shall, at the election of the applicable Sublicensee, survive termination of this Agreement, in accordance with the provisions of this Section 2.2.2. Upon termination of this Agreement, and at the written request of a Sublicensee, Poniard will grant to each Sublicensee not then in default of its obligations under its sublicense agreement, an option to obtain directly from Poniard a license agreement on the terms set forth below, which option shall be exercisable by each Sublicensee during the [**] day period commencing on the later of the date of termination of this Agreement or when Sublicensee learns of such termination. In the event a Sublicensee elects to exercise this option and provides its written notice thereof within the [**] day period, as a condition precedent to Poniard’s obligation to grant the direct license to that Sublicensee, such Sublicensee must pay to Poniard all past due royalties, non-royalty revenue, patent costs and all other monies owed by Verastem to Poniard under this Agreement relating to the license rights hereunder that are sublicensed to Sublicensee. Upon Poniard’s receipt of all such outstanding monies, Poniard shall enter into a license agreement (a “New License Agreement”) directly with the requesting Sublicensee and the license granted in each New License Agreement shall be retroactive to the date of termination of this Agreement. Each New License Agreement shall be subject to the same non-financial terms and conditions as those in this Agreement; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scope, sublicense territory, duration of sublicense grant, and diligence obligations as the sublicense agreement between such Sublicensee and Verastem. In addition, (a) each Sublicensee shall agree in the New License Agreement to terms providing that in no event shall Poniard be liable to Sublicensee for any actual or alleged breach of such sublicense agreement by Verastem; (b) Poniard shall not have any obligations to such Sublicensee other than Poniard’s obligations to Verastem as set forth herein; and (c) in no event shall Poniard be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights granted by Verastem to Sublicensee in conformance with this Agreement and such provisions are not in conflict with the rights, duties and obligations accruing to the Verastem under this Agreement; or...
Survival of Sublicenses. Notwithstanding anything express or implied in this Article 14 or elsewhere in this Agreement to the contrary, each Sublicense Agreement shall survive any termination of this Agreement and shall continue in full force and effect in accordance with the respective terms thereof, provided that (i) the applicable Sublicensee shall not be in material breach of such Sublicense Agreement and (ii) the terms of such Sublicense Agreement permit Ipsen to replace Licensee as a party under such Sublicense Agreement upon any such termination of this Agreement and that such Sublicense Agreement and its terms conform with all of the requirements therefor set forth in this Agreement.
Survival of Sublicenses. Upon termination of this Agreement, at the written request of any Sublicensee who is not then in breach of its sublicense agreement, such sublicense agreement will survive such termination of this Agreement, and Paragon will negotiate [***] the terms and conditions of a direct license with such Sublicensee that is consistent with the terms of this Agreement (as adjusted for the scope of license, products, field of use and other provisions of the original sublicense). Each sublicense that may be amended to become a direct license between Paragon and a Sublicensee shall ensure that any and all economic rights, payments or benefits due to Spyre will be preserved and payable to Spyre and will designate Spyre a third-party beneficiary to enforce such rights. In each such instance, Spyre will have the right to review and approve the terms of such agreement between Paragon and such Sublicensee as related to Spyre’s economic rights, which approval shall not be unreasonably withheld, conditioned or delayed.
Survival of Sublicenses. In the event that this Agreement is terminated for any reason, any sublicense granted by Licensee to a Sublicensee shall, at the election of such Sublicensee, survive such termination in accordance with the provisions of this Section 12.6.4, provided that such Sublicensee is at the time in full compliance with the terms of the applicable sublicense agreement.
Survival of Sublicenses. Upon termination of this Agreement for any reason, any sublicense granted by Unity hereunder to a Third Party Sublicensee shall survive, provided that such Third Party Sublicensee continues to pay to Ascentage the milestones and royalties that would have been due to Ascentage under this Agreement based on such Third Party Sublicensee’s activities had this Agreement not terminated. For clarity, in the event that a Third Party Sublicensee fails to pay to Ascentage the applicable milestones and royalties due to Ascentage based on such Third Party Sublicensee’s activities, Ascentage shall be entitled to terminate such surviving sublicense by providing such Third Party Sublicensee written notice of termination, which notice shall take effect [***] ([***]) days after it is received by such Third Party Sublicensee unless such Third Party Sublicensee has cured any such breach or default prior to the expiration of the [***] ([***]) day period.
Survival of Sublicenses. Upon termination of this Agreement for any reason, upon the request of any Sublicensee, other than a Subcontractor engaged by Metsera, not then in breach of its sublicense agreement or the terms of this Agreement applicable to such Sublicensee, D&D will enter into a direct license from D&D to such Sublicensee on the same terms as this Agreement with an effective date retroactive to the date of termination of this Agreement, taking into account any difference in license scope, territory, and duration of sublicense grant (each a “New License Agreement”). Under any such New License Agreement between D&D and such former Sublicensee, such Sublicensee will be required to pay to D&D the same amounts, taking into account any difference in license scope, territory, and duration of sublicense grant, in consideration for such direct grant as D&D would have otherwise received from Metsera pursuant to this Agreement on account of such Sublicensee’s Exploitation of the Licensed Products had this Agreement not been terminated. Under such New License Agreement, D&D will not be bound by any grant of rights broader than, and will not be required to perform any obligation other than those rights and obligations contained in, this Agreement and all applicable rights of D&D set forth in this Agreement will be included in such New License Agreement. Each Sublicensee will be an intended Third Party beneficiary of this Section 2.1.3 (Survival of Sublicenses) with the right to enforce the same against D&D. At the request of ▇▇▇▇▇▇▇, D&D will issue a comfort letter directly to any potential Sublicensee confirming the terms of this Section 2.1.3 (Survival of Sublicenses).
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.
Survival of Sublicenses. The following is hereby added as a new Section 12.6.4:
Survival of Sublicenses. Upon termination of this Agreement for any reason, any sublicense granted by Introgen hereunder shall survive; provided that, upon request by Corixa, such sublicensee agrees in writing to be bound by all the applicable terms and conditions of this Agreement.
Survival of Sublicenses. Notwithstanding any provision herein to the contrary, in the event (a) Licensee has entered into any Sublicense Agreements consistent with the terms of this Agreement, (b) this Agreement is terminated, and (c) such Sublicense Agreements are in effect at the time of such termination, such Sublicense Agreement will survive such termination, with KeyGene as the Licensee’s direct licensor solely with respect to rights sublicensed pursuant to this Agreement.