Conditions of Sublicenses Sample Clauses

Conditions of Sublicenses. Each sublicensee shall execute such agreements as Allergan reasonably deems appropriate to protect the Allergan Technology and to protect Allergan's rights under all agreements between Allergan and ASTI and under the Purchase Option. Each sublicensee shall have all the duties of ASTI hereunder with respect to such sublicense, and each sublicensee shall acknowledge these duties to Allergan in writing. No sublicense shall have the effect of relieving ASTI of any of its obligations hereunder.
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Conditions of Sublicenses. If a Party (“Granting Party”) grants a sublicense of its rights in Section 9.3.2 above, such sublicense shall be subordinate to the terms and conditions of this Agreement, and the Granting Party shall remain responsible to the other Party for the performance of any of its Sublicensees under such rights and shall remain responsible for any payments due hereunder. It is understood and agreed that, except as may be otherwise agreed in writing by the Parties, Sublicensees shall have no rights with respect to the Committees or with respect to the Plans, nor to exercise any provision of this Agreement against a Party (other than the exercise of their rights pursuant to Section 9.1 or 9.2 above, as applicable). Upon request, the Granting Party will provide to the other Party a copy of each sublicense agreement, provided that any such sublicense agreement may be redacted to the extent not necessary for the other Party to understand the scope and terms of such sublicense. It is understood that this Section 9.3.3 shall not apply to the grant by a Party of a license under its own IP (i.e., Acucela IP, where Acucela is the Party granting such license, and Otsuka IP, where Otsuka is the Party granting such license) to the extent permitted under this Agreement.
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Conditions of Sublicenses. Each sublicensee shall sign such agreements as ALZA reasonably deems appropriate to protect ALZA Proprietary Rights and to protect ALZA's rights under all agreements between ALZA and TDC and under the Purchase Option. Each sublicensee shall have all the duties of TDC hereunder with respect to such sublicense, and each sublicensee shall acknowledge these duties to ALZA in writing. No sublicense shall have the effect of relieving TDC of any of its obligations hereunder.
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Conditions of Sublicenses. Any sublicense granted by SWM pursuant to Section 9(a)(iv) shall be subject to the following:
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Conditions of Sublicenses. If Shire grants a Sublicense under its rights in Section 2.1, such Sublicense shall be at least as protective of the Compounds and Licensed Products as the terms and conditions of this Agreement. Shire shall remain responsible for the performance of any of its Sublicensees under such rights, and shall remain responsible for any payments due hereunder with respect to activities of the Sublicensee. Shire shall use Commercially Reasonable Efforts to ensure that its Sublicensees perform at the same level as Shire is obligated to perform hereunder and do not engage in activities that would be harmful to the Licensed Products or the business related to the Licensed Products, and to take appropriate measures to remedy any failure of a Sublicensee to comply with the foregoing. It is understood and agreed that, except as may be otherwise agreed in writing by the Parties, Sublicensees shall have no rights with respect to the Committees or with respect to the Development Plans, nor to exercise any provision of this Agreement other than the exercise of their rights pursuant to Section 2.1 above. Upon request, Shire shall provide to Amicus a copy of the Sublicense, provided that the agreement may be redacted to the extent not necessary for Amicus to understand the scope and terms of such Sublicense. For purposes of clarity, Shire shall have the right to redact all financial and other proprietary terms with [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. respect to any Sublicense agreement provided to Amicus as required hereunder to the extent not required to determine that such Sublicense complies with this Agreement.
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Conditions of Sublicenses. Each sublicensee shall execute ------------------------- such agreements as ALZA reasonably deems appropriate to protect the ALZA Technology and to protect ALZA's rights under all agreements between ALZA and Crescendo and under the Purchase Option. Each sublicensee shall have all the duties of Crescendo hereunder with respect to such sublicense, and each sublicensee shall acknowledge these duties to ALZA in writing. No sublicense shall have the effect of relieving Crescendo of any of its obligations hereunder.
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Related to Conditions of Sublicenses

  • Operations of Sub Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • OTHER PROVISIONS OF SUBLEASE All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

  • Conditions of Use CLIENT acknowledges that its use of the Site is subject to and conditioned upon the following terms and agrees that TAILGATE GUYS may exercise any of the remedies set forth herein for CLIENTS failure to comply:

  • Conditions of Sale 1. RESERVE PRICE AND BIDDING AT AUCTION

  • Terms and Conditions of Sales Shares shall be offered for sale only in those jurisdictions where they have been properly registered or are exempt from registration or for which appropriate notice filings have been made, and only to those groups of people which the Board may from time to time determine to be eligible to purchase such shares.

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Obligations of Licensee 2.1 Licensee is responsible for the quality and safety of its products.

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