2Sublicensing Clause Samples
2Sublicensing. (a) Dogwood may sublicense the rights granted to it under Section 2.1, through one or more tiers; provided that (i) as of the date of each proposed Sublicense this Agreement has not been terminated, (ii) the Sublicense is in writing; and (iii) the terms of the Sublicense are in accordance with the terms and conditions of this Agreement. Exclusive License Agreement6 CONFIDENTIAL
(b) Dogwood will be responsible to Serpin for acts and omissions of its Sublicensees and the performance of any obligations of Sublicensees relevant to this Agreement as if such performance were carried out by Dogwood itself.
(c) Each Sublicense shall contain a right of termination by Dogwood for the Sublicensee’s breach of any terms or conditions of the Sublicense that are also set forth, in substance, in this Agreement, which breach would constitute a breach of this Agreement if Dogwood failed to comply therewith. In the event of a Sublicensee breach of these obligations, and if after a reasonable cure period provided in the Sublicense the Sublicensee fails to cure the Sublicensee breach, then Dogwood shall terminate the Sublicense by written notice to the Sublicensee.
2Sublicensing. The license grants in Section 2.1.1 include the right to grant and authorize sublicenses solely in connection with those IL-1 Antibodies and IL-1 Products that are developed by or on behalf of Novartis, its Affiliates and sublicensees in multiple tiers; provided, that: (a) Novartis shall require that each sublicensee comply with all applicable provisions of this Agreement; and (b) Novartis shall remain directly responsible for each sublicensee’s performance in connection with this Agreement.
2Sublicensing. Licensee may not sublicense the rights under this Agreement without the written consent of Licensor.
2Sublicensing. Subject to the terms and upon the conditions of this Agreement, Avalanche shall have the right to grant Sublicenses to Third Parties, provided that such Sublicenses are consistent with the applicable terms of this Agreement. No Sublicense granted by Avalanche under this Section 2.2 shall relieve Avalanche of its obligations of performance under this Agreement.
2Sublicensing. Except as provided in this Section 3.2, Histogenics shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Collaboration Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Histogenics (and its Product Sublicensees only to the extent explicitly set forth in Section 3.2(a) below) shall have a limited right to sublicense under the circumstances described in Sections 3.2(a) through 3.2(c). Any breach of any such obligations by any Affiliate or subcontractor under Section 3.2 shall be deemed a breach by Histogenics of its obligations under this Agreement, and Histogenics shall be responsible and liable for any breach of any such obligations by any of its Affiliates or subcontractors.
(a) Histogenics may transfer, without Intrexon’s written consent, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express ingredients for Collaboration Products to a Third Party contractor performing contract manufacturing responsibilities or manufacturing-related activities on behalf of Histogenics for Collaboration Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Histogenics transfers any Intrexon Materials under this Section 3.2(a), Histogenics will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. A Product Sublicensee of Histogenics may transfer, to the extent reasonably necessary and upon the consent of Intrexon, which consent shall not be unreasonably withheld, conditioned or delayed, Intrexon Materials that are or express ingredients for the Collaboration Product sublicensed by the Product Sublicensee to a Third Party contractor performing on behalf of that Product Sublicensee contract manufacturing responsibilities for Collaboration Products, and may in connection therewith grant limited sublicenses to the extent necessary to enable such Third Party to perform such activities. Histogenics will require and ensure that if ...
2Sublicensing. This Section 4.7.2 supersedes Section 5.11 of the Collaboration Agreement with respect to the grant by either Party of a Commercial Sublicense for the Product to a Third Party. In addition, to the extent any sublicense permitted under this Agreement would require the grant of a sublicense under the Collaboration Agreement with respect to the Product, the Parties agree to grant that sublicense with respect to the Product notwithstanding anything to the contrary in the Collaboration Agreement.
2Sublicensing. The license grant in Section 3.1.1 includes the right to grant and authorize sublicenses in multiple tiers; provided, that: (a) Novartis shall require that each sublicensee comply with all applicable provisions of this Agreement; (b) Novartis shall remain directly responsible for each sublicensee’s performance in connection with this Agreement; and (c) Novartis shall, [*] such sublicensee.
2Sublicensing. Licensee may sublicense the rights under this Agreement, provided that the sublicense terms include obligations at least as protective as those set forth in this Agreement. Licensee and any sublicensees must comply with the quality standards set forth in this Agreement, and Licensee will be responsible to enforce those standards against any sublicensees.
2Sublicensing. During the Initial Period only, Licensee shall have the right to grant sublicenses under the license rights granted under Section 1.1. Licensee’s right to grant sublicenses under the Licensed ▇▇▇▇ is subject to the following: (a) no sublicense may exceed the scope of rights granted to Licensee under this Agreement; (b) in the event of expiration or termination of this Agreement, all sublicense rights will terminate automatically effective as of the expiration or termination date of this Agreement; (c) in the event of expiration of the Initial Period, all sublicense rights will terminate automatically effective as of the expiration of the Initial Period; (d) Licensee shall require all sublicensees to agree in writing to be bound by the applicable terms and conditions of this Agreement including all terms that preserve or protect the rights of Licensor in Licensed ▇▇▇▇; and (e) Licensee shall be responsible and liable for the acts or omissions of such sublicensees that constitute a breach of any of the terms and conditions of this Agreement as if such acts or omissions were the acts or omissions of Licensee. Within seven (7) days of any grant of a sublicense of the Licensed ▇▇▇▇, Licensee must provide Licensor notice of such grant, and a copy of any document reflecting or relating to such grant, including documents concerning subsection (d) of this Section. Upon expiration of the Initial Period, Licensee may not grant sublicenses under this Agreement without Licensor’s prior written consent. Any purported sublicenses in violation of this Section will be void and of no force and effect.
2Sublicensing. Histogenics shall not have any rights to sublicense the Histogenics License, except as consented to in writing by Angiotech in advance, with such consent not to be unreasonably withheld, conditioned or delayed. No granting of any sublicense by Histogenics shall relieve Histogenics from or diminish any obligation of Histogenics under this Agreement and Histogenics shall be responsible for the performance by its permitted sublicensees under such sublicense. Any sublicense granted by Histogenics under this Agreement shall be subject to the terms and conditions of this Agreement.