Upstream Licenses. Notwithstanding the foregoing, this Section 12.5 shall be subject to the terms of any in-licenses to Prothena with respect to the rights of a Third Party as to the Handling of Patents and Patent Applications.
Upstream Licenses. Licensor shall at all times remain responsible for the payment of any royalty, milestone and other payment obligations, if any, due to Third Parties under any Upstream Licenses to which Licensor is bound and all such payments shall be timely made, or otherwise agreed, by the Licensor in accordance with the terms of the applicable Upstream License.
Upstream Licenses. If, during the Term, Sangamo obtains Control of any intellectual property rights that are owned or controlled by a Third Party and that are necessary or useful for the Development, Manufacture, use, sale, offer for sale, importation or Commercialization of any Compound in the Field in the Territory, then Sangamo shall notify Pfizer in writing, including a description of such intellectual property rights, if they have been non-exclusively (“Non-Exclusive Upstream License”) or exclusively (“Exclusive Upstream [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. License”) licensed and, with respect to such non-exclusively licensed intellectual property rights, of any payments that would be due as a result of the grant, maintenance or exercise of a sublicense to Pfizer under such intellectual property rights and a reasonable allocation (based on the scope of the license relative to the scope of the sublicense to Pfizer and provided that Sangamo disclose all the other relevant facts used by Sangamo to determine said reasonable allocation) of any other amounts payable under such license agreement that do not result solely from activities with respect to a particular product or entity (e.g., upfront fees or annual license fees). Each Non-Exclusive Upstream License for which Pfizer agrees to reimburse Sangamo for payments thereunder pursuant to Section 2.5(a), and each Exclusive Upstream License, will be an “Upstream License”.
Upstream Licenses. Licensee acknowledges and agrees that:
Upstream Licenses. 2.4.1 Licensee acknowledges and agrees that (a) Zenas obtained the rights to certain Zenas Intellectual Property under the Upstream Licenses, and (b) the licenses granted by Zenas to Licensee under Section 2.1 with respect to such Zenas Intellectual Property constitute sublicenses under the Upstream Licenses and are subject and subordinate to the terms and conditions of the Upstream Licenses. Licensee shall comply with all terms and conditions of the Upstream Licenses existing as of the Effective Date that are applicable to Licensee as a sublicensee, subject, with respect to the Xencor Agreement, to any modifications or deviations contained in this Agreement, as consented to by Xencor on August 30, 2023. Zenas will promptly notify Licensee if it has knowledge, or receives written notice from the counterparty to any Upstream License, or it has reason to believe, that Licensee has taken or may take, any action or has failed or may fail, to take any action that does not, or would not, comply with an Upstream License.
2.4.2 As between the Parties, Zenas shall be solely responsible for any and all payments payable to the respective Upstream Licensors under each applicable Upstream License.
2.4.3 Zenas has provided a copy of this Agreement to Xencor, as is required under the Xencor Agreement, and Xencor has consented to Zenas entering into this Agreement on the terms and conditions set forth herein.
2.4.4 A copy of the Upstream Licenses are attached hereto in Schedule 2.4.
2.4.5 For clarity, the right of Zenas to terminate this Agreement for a breach of this Section 2.4 is subject to the provisions of Section 13.2.1.
Upstream Licenses. Each Party’s rights under this Article 10 with respect to the prosecution and enforcement of any MyoKardia Licensed Patent or Sanofi Licensed Patent shall be subject to the rights retained by any upstream licensor to prosecute and enforce such Patent Right, if such MyoKardia Licensed Patent or Sanofi Licensed Patent is subject to an upstream license agreement, and shall be subject to any obligations to any upstream licensor, which retained rights and obligations shall be disclosed to the other Party to the extent relevant to such other Party and in the case of a failure to make such disclosure, such other Party shall not be considered in breach of this Section 10.8 for failing to comply with this Section 10.8 to the extent such failure to comply results from the failure to disclose.
Upstream Licenses. The Upstream Licenses set forth on Exhibit 1.91 constitute all agreements pursuant to which Allarity or its Affiliates Control any Know-How or Patents that are necessary or reasonably useful to Develop, use, make, have made, sell, offer for sale, have sold, import, and otherwise Commercialize the Products in the Licensed Field in the Territory. Neither Allarity nor any of its Affiliates is in breach of an existing Upstream License, nor have they received or given any written notice of default or termination under any existing Upstream License. To the knowledge of Allarity, Allarity and its Affiliates have not performed or omitted to perform any act that would provide a right to terminate any Upstream License.
Upstream Licenses. Hansoh acknowledges and agrees that (a) the Licenses granted by Viela to Hansoh pursuant to Section 2.1 constitutes a sublicense under certain of the Upstream Licenses, (b) Hansoh shall comply with all terms and conditions applicable to Hansoh of each applicable Upstream License pursuant to which Hansoh is a sublicensee; and (c) as set forth herein or otherwise at Viela’s request, Hansoh shall provide all information and cooperation to Viela as is reasonably necessary for Viela to comply with its obligations under each Upstream License related to the Territory.
Upstream Licenses. Zai acknowledges and agrees that: (a) Five Prime obtained the rights to certain Five Prime IP [***] under certain license agreements with the Upstream Licensors (collectively, the “Upstream License Agreements”); (b) the License constitutes a sublicense under each applicable Upstream License Agreement, subject to this Section 2.3; and (c) each such sublicense is subject to the terms and conditions of the applicable Upstream License Agreements [***]. Without limiting the foregoing, Zai acknowledges that Zai’s right under the Exclusive License to make and have made Licensed Products may be subject to the consent of the Upstream Licensors.
Upstream Licenses. Ahon acknowledges and agrees that: (a) DiaMedica obtained the rights to certain DiaMedica IP under a certain upstream license agreement; (b) the license to such DiaMedica IP granted by DiaMedica to Ahon under Section 2.1 constitutes a sublicense under the upstream license agreement; (c) such sublicense is subject to the terms and conditions of the upstream license agreement. Ahon shall not be responsible for any dispute arising from or in connection with the upstream license agreement between DiaMedica and its licensor. DiaMedica acknowledges and agrees that Ahon is not responsible for any payments to such upstream licensors in connection with the sublicense granted to Ahon under this Agreement, and the extent at which Ahon may bear the upstream obligations from such upstream licenses shall not exceed the obligations under this Agreement associated with the license granted by DiaMedica pursuant to Section 2.1.
