Material Sublicense definition

Material Sublicense means a sublicense granted, or desired to be granted, by Zai to (a) [*], but not [*], or (b) [*], and/or [*].
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Material Sublicense shall include any sublicense by Spark of Spark’s rights under the MIT Patents to any of its Affiliates or other Person with respect to a Target made during the TERM (as such term is defined in the M.I.T. Agreement) under which Spark is entitled to receive: (a) upfront payments and research and development milestone payments that are in the aggregate (i) greater than or equal to $[***] if such Target is related to a Very Rare Indication, (ii) greater than or equal to $[***] if such Target is related to a Rare Indication or (iii) greater than or equal to $[***] if such Target is related to neither a Very Rare Indication nor a Rare Indication; (b) royalties on Net Sales of Licensed Products that are greater than or equal to [***]% of such Net Sales; or (c) commercial milestone payments that are in the aggregate greater than $[***]. For clarity, any acquisition of Spark [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (by merger, sale of stock, sales of assets or otherwise) or any sale of substantially all of Spark’s assets to which this Letter Agreement and the Spark Agreement relate shall not be a Material Sublicense.
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Examples of Material Sublicense in a sentence

  • Zai will have the right to grant sublicenses under the license granted in Section 2.1 to Sublicensees, solely for such Sublicensees to perform Zai’s obligations under this Agreement; provided that if such sublicense is (i) a sublicense of [*] under this Agreement, [*] such sublicense [*], and (ii) a Material Sublicense, then the additional provisions of Section 2.4(b) will also apply.

  • Failure of a Sublicensee to a Material Sublicense to agree to be bound by the applicable terms of this Agreement or failure of Company to provide copies of a Material Sublicense agreement shall be deemed a failure to perform Company’s obligations, and Hospital may terminate this Agreement in accordance with Section 10.4.

  • Each copy of a Material Sublicense shall be considered the Confidential Information of Company and the applicable Sublicensee, and shall be treated in accordance with the provisions of Appendix E.

  • University further agrees that each Material Sublicense granted by Company hereunder shall survive during the period commencing on termination of this Agreement and ending on the earlier of (1) the expiration of the thirty (30) day period as described above if the Material Sublicensee does not provide notice to University that it wishes to enter into the New License Agreement, or (2) the effective date of the New License Agreement between University and the applicable Material Sublicensee.

  • Zai will have the right to grant sublicenses under the license granted in Section 2.1 to Sublicensees, solely for such Sublicensees to perform Zai’s obligations under this Agreement; provided that if such sublicense is (i) a sublicense of [* * *] under this Agreement, [* * *] such sublicense [* * *], and (ii) a Material Sublicense, then the additional provisions of Section 2.4(b) will also apply.

  • Within [***] after the effective date of the first Material Sublicense for a Target, Selecta will pay M.I.T. the Spark Sublicensee Milestone Payments for the applicable milestone events set forth in Section 4.1(d) of the M.I.T. Agreement achieved with respect to a LICENSED PRODUCT (as defined in the M.I.T. Agreement) directed to such Target by Spark prior to the effective date of such Material Sublicense.