Terms of Sublicense Sample Clauses

Terms of Sublicense. Each such sublicense (i) must be in writing and a signed copy thereof must be delivered to University within 30 days after it is signed, (ii) may not grant rights that are greater than or impose obligations that are less than those granted to Licensee in this Agreement, (iii) must identify the University as an intended beneficiary with the right to enforce its rights if Licensee does not, (iv) must permit University to audit the accounts of Sublicensee relevant to the sublicense if Licensee does not, (v) must provide for its automatic termination coincident with termination of this Agreement, (vi) may not grant the right to grant further sublicenses, and (vii) may not combine consideration for the sublicense with consideration for other benefits conveyed by Licensee.

Terms of Sublicense. The terms of each sublicense under the license granted to BAXTER in [***] of this AGREEMENT shall be recorded in writing. The SUBLICENSE AGREEMENT shall provide that: (a) any SUBLICENSEE shall be subject to the terms and conditions of this AGREEMENT, (b) the SUBLICENSE AGREEMENT shall terminate automatically on the termination of this AGREEMENT for any reason, (c) further sub-licensing and sub-contracting by the SUBLICENSEE without the prior written consent of LIPOXEN is not permitted. BAXTER shall ensure that each SUBLICENSEE complies fully at all times with the provisions of its SUBLICENSE AGREEMENT and shall be responsible for any breach of the SUBLICENSE AGREEMENT by the SUBLICENSEE, as if the breach had been that of BAXTER under this AGREEMENT. To the extent permitted, BAXTER shall promptly provide LIPOXEN in writing with the identity of any SUBLICENSEE and details of the scope of the SUBLICENSE AGREEMENT.

Terms of Sublicense. Any grant to a Third Party of a Sublicense within the Field of Use under the Patent Rights shall be on the following conditions: (i) be consistent with the terms, conditions and limitations of this License Agreement; (ii) contain the acknowledgment by the sublicensee of the disclaimer of warranty and limitation of NCSU’s liability, as provided in this License Agreement; (iii) require sublicensee to indemnify NCSU for any actions of sublicensee; (iv) contain a prohibition on further transfer of Patent Rights by sublicensee; provided, however, this prohibition will not apply to a sublicensee who has been granted an exclusive license to exercise the Patent Rights in a specific subfield within the Field of Use; (v) ensure the sublicensee submits reports to Licensee in accordance with Article 5; (vi) unless expressly stated in this License Agreement, no such Sublicense or attempt to obtain a sublicensee relieves the Licensee of its obligations under Article 4 nor does it relieve the Licensee from its obligations to pay NCSU any and all fees, royalties, and other payments due under this License Agreement; and (vii) NCSU is a Third Party beneficiary of such Sublicense, entitled to enforce it in accordance with its terms.

Terms of Sublicense. Any grant of sublicense to a third party shall: be consistent with the terms, conditions and limitations of this Agreement; contain the acknowledgment by the sublicensee of the disclaimer of warranty and limitation of NCSU’s liability, as provided in this Agreement; require sublicensee to indemnify NCSU for any actions of sublicensee; and contain a prohibition on further transfer of license grant by sublicensee.

Terms of Sublicense. The terms of each sublicense under the license granted to XXXXXX in Section 4.1 of this AGREEMENT shall provide that any SUBLICENSEE shall be subject to and consistent with the terms and conditions of this AGREEMENT; provided, however, that: (i) All royalties or other amounts due to NEKTAR AL with respect to such SUBLICENSEE’S development and/or commercialization of POTENTIAL PRODUCT or COMMERCIAL PRODUCT shall be collected by XXXXXX and transmitted to NEKTAR AL in accordance with the payment terms set forth in Article 9;

Terms of Sublicense. Subject to Section 3.4, COMPANY shall have the right to grant sublicenses under the rights and licenses granted to COMPANY under this Agreement subject to the terms of this Agreement; provided, however, COMPANY ---------- *** Portions of this page have been omitted pursuant to a Request for Confidential Treatment filed separately with the SEC. shall neither grant a sublicense to nor exercise COMPANY's rights under Section 2.1 to have made SELECTED PRODUCT by an AFFILIATE or THIRD PARTY in either case when such AFFILIATE or THIRD PARTY, at the time of the proposed grant of a sublicense or exercise of COMPANY's rights under Section 2.1 to have made SELECTED PRODUCT, is engaged in the business of manufacturing REAGENTS or attaching REAGENTS to pharmaceutical or biotechnology products, without NEKTAR AL's prior written consent, provided however that no such consent shall be required with respect to a CMO listed on Schedule III. Notwithstanding the foregoing, NEKTAR AL's prior written consent shall no longer be required after (i) first dosing in a phase III clinical study of the SELECTED PRODUCT in primate animals for BIODEFENSE SALES or (ii) first dosing in a human in a PHASE III CLINICAL TRIAL of the SELECTED PRODUCT in the FIELD. The sublicense shall be consistent with the terms and conditions of this AGREEMENT. COMPANY's grant of any sublicense shall not relieve COMPANY from any of its obligations (including without limitation financial obligations) or liability under this AGREEMENT. Without limiting the foregoing, COMPANY shall require that each SUBLICENSEE comply with the provisions of Sections 2.4, 2.7, 2.8, 6.1, 6.2, 8.3, 8.4, 9.5, 17.9 and 17.12 and Articles 7, 10, 11, and 12 of this AGREEMENT; provided, however, that to the extent that the U.S. government or agency thereof is a SUBLICENSEE, COMPANY shall not be required to include in a sublicense agreement provisions to comply with Section 2.7.1, and/or Articles 10, 11 or 12 of this AGREEMENT. Notwithstanding the foregoing or anything to the contrary herein, if COMPANY is unwilling or unable to enforce any SUBLICENSEE's (including without limitation the U.S. government or agency thereof) compliance with any of the foregoing Sections or Articles, then NEKTAR AL shall have the right to terminate this AGREEMENT under Section 13.2.

Terms of Sublicense. Roche understands and agrees (i) that the sublicense granted to Roche pursuant to Section 5.2.2(a) is subordinate to the [****] Agreement and the sublicense granted to Roche under the [****] Agreement is limited in scope to the rights granted to Maxygen in the [****] Agreement; (ii) the inventions claimed in the patents subject to the [****] Agreement were made, in whole or part, using funds provided by the U.S. government and as a result, the provisions of 35 U.S.C. §200 et seq. apply thereto, including, without limitation, the requirement that certain Products that will be sold in the United States must be manufactured in the United States; (iii) it will comply with all provisions of the [****] Agreement relevant to its activities as a sublicensee; (iv) it will not take any action that would result in a breach of the [****] Agreement; and (v) it will cooperate with and assist Maxygen to meet its obligations under the [****] Agreement. **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Terms of Sublicense. Licensee may obtain the right to grant Sublicenses to the Patent Rights, Plant Variety Rights, and/or Tangible Material under this License Agreement to Sublicensees by Licensee requesting and obtaining NCSU’s prior written, express, approval and permission in writing on a case-by-case basis such approval to be granted or denied by NCSU at its sole discretion. In the event Licensee obtains NCSU’s prior written, express, approval and permission to grant a Sublicense(s), Licensee shall remain responsible to NCSU for performance of its Sublicensee(s) including but not limited to legal, financial, and reporting obligations. In addition to the foregoing, Licensee may only grant a Sublicense to a Third Party within the Field of Use under Patent Rights, Plant Variety Rights, and/or Tangible Material under the following conditions where such Sublicense: (a) is consistent with the terms, conditions, and limitations of this License Agreement; (b) contains the acknowledgment by the Sublicensee of the disclaimer of warranty and limitation of NCSU’s liability, as provided in this License Agreement; (c) requires the Sublicensee to indemnify NCSU for any actions of Sublicensee; (d) contains a prohibition on further transfer of Patent Rights, the Plant Variety Rights, and/or Tangible Material by the Sublicensee to any Third Party other than to entities who are in the chain of production and distribution of Licensed Product and require such Sublicense so they have the appropriate permissions to conduct such work, such as growers, processors and distributors; (e) ensures the Sublicensee submits reports to Licensee in accordance with Article 5; and (f) includes NCSU as a Third-Party beneficiary of the indemnification, disclaimer of warranty, and limitations of liability provision included for the benefit of NCSU in such Sublicense, entitled to enforce such provisions in accordance with their terms.

Terms of Sublicense. The terms of each sublicense under the license granted to XXXXXX in Section 4.1 of this AGREEMENT shall provide that any SUBLICENSEE shall be subject to and consistent with the terms and conditions of this AGREEMENT; provided, however, that: (i) All royalties or other amounts due to NEKTAR AL with respect to such SUBLICENSEE’S development and/or commercialization of POTENTIAL PRODUCT or COMMERCIAL PRODUCT shall be collected by XXXXXX and transmitted to NEKTAR AL in accordance with the payment terms set forth in Article 9; (ii) XXXXXX’X xxxxx of any sublicense shall not relieve XXXXXX from any of its obligations under this AGREEMENT; and (iii) XXXXXX shall remain jointly and severally liable for any breach of a sublicense by a SUBLICENSEE. Notwithstanding the foregoing, [***]. [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Terms of Sublicense. The terms of each sublicense under the license granted to XXXXXX in Section 4.1 of this AGREEMENT shall provide that any SUBLICENSEE shall be subject to and consistent with the terms and conditions of this AGREEMENT; provided, however, that: (i) All royalties or other amounts due to NEKTAR AL with respect to such SUBLICENSEE’S development and/or commercialization of POTENTIAL PRODUCT or COMMERCIAL PRODUCT shall be collected by XXXXXX and transmitted to NEKTAR AL in accordance with the payment terms set forth in Article 9; (ii) XXXXXX’X xxxxx of any sublicense shall not relieve XXXXXX from any of its obligations under this AGREEMENT; and (iii) XXXXXX shall remain jointly and severally liable for any breach of a sublicense by a SUBLICENSEE. Notwithstanding the foregoing, [***].