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. 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. Any sublicense shall, at the election of the applicable Sublicensee, survive termination of this Agreement, in accordance with the provisions of this Section 8.7. Upon termination of this Agreement, Scripps hereby grants to each Sublicensee, not then in default, an option to obtain directly from Scripps a license agreement on the terms set forth below, which option shall be exercisable by such Sublicensee during the sixty (60) day period commencing on the later of the date of termination of this Agreement pursuant to this Section 8 or when such Sublicensee learns of such termination. In the event a Sublicensee elects to exercise this option and provides its written notice thereof within the sixty (60) day period, as a condition precedent to Scripps’ obligation to grant the direct license to that Sublicensee, such Sublicensee (or if there is at such time more than one Sublicensee exercising this option, then those Sublicensees jointly and severally) must pay to Scripps all past due royalties, non-royalty revenue, patent costs and all other monies owed by Licensee to Scripps under this Agreement (the “Past Due Amount”). Upon request of any Sublicensee, Scripps shall disclose to such Sublicensee (in confidence) the Past Due Amount, and Licensee hereby waives any confidentiality or other rights with respect to such information, solely to the extent necessary for Scripps to provide such information to such Sublicensee in accordance with this Section 8.7. In addition, Scripps shall use reasonable efforts to facilitate communication between Sublicensees that indicate a desire to coordinate a joint payment of the Past Due Amount. Upon Scripps’ receipt of the Past Due Amount, Scripps shall enter into a license agreement (a “New License Agreement”) directly with each 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 Licensee. In addition, (i) each Sublicensee shall agree in the New License Agreement to terms providing that in no event shall Scripps be liable to Sublicensee for any actual 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 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. At Licensee’s written request, any Sublicense granted by Licensee under this Agreement will remain in effect in the event that this Agreement is terminated prior to expiration. Any such Sublicensee will automatically become a direct licensee of WU under the rights originally sublicensed to it by Licensee provided the Sublicensee did not cause the termination of this Agreement and the Sublicensee agrees to comply with the terms of this Agreement and to fulfill all the responsibilities of Licensee hereunder. Each such Sublicensee shall be an intended third party beneficiary of this Section 2.9.3. In the event that this Agreement is terminated, all amounts subsequently due to Licensee with respect to any such Sublicense granted under the licenses granted under this Agreement shall become paid directly to WU following the date of termination.
Survival of Sublicenses. Notwithstanding any provision herein to the contrary, any sublicense granted in accordance with this Agreement under any Avadel Know-How or Avadel Patents shall remain in effect following termination of this Agreement by Avadel (except, with respect to any particular sublicense, if Avadel terminates this Agreement pursuant to Section 8.2 and the applicable Sublicensee’s uncured material breach of such sublicense is the direct cause of the uncured material breach of this Agreement enabling such termination by Avadel) and will, to the extent directly concerning the rights to Avadel Know-How and Avadel Patents granted hereunder and not imposing any obligations on Avadel in excess of those set forth herein, immediately and automatically be assigned to Avadel and deemed to be a direct license from Avadel to the applicable Sublicensee with respect to the rights originally granted under this Agreement that are the subject of such sublicense, in order to provide for the applicable Sublicensee’s continued enjoyment of its rights thereunder, with all payments thereunder due by such Sublicensee thereafter, to the extent solely and directly corresponding to, and due with respect to, the rights to Avadel Know-How and Avadel Patents granted under this Agreement, to be made directly to Avadel.
Survival of Sublicenses. The following is hereby added as a new Section 12.6.4:
Survival of Sublicenses. 12.6.4.1. 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. 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.
