Direct Licenses. Any intellectual property provided pursuant to the provisions of this Section 13.4.2 shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of the U.S. Bankruptcy Code. In the event that Lava is a party to, or enters into, a license agreement with a Third Party with respect to intellectual property that is or will be CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND IS INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit 10.1 sublicensed to Seagen hereunder, Xxxx will use Commercially Reasonable Efforts to enable Seagen to enter into arrangements with Lava and such Third Party whereby Seagen will receive a direct license from such Third Party in the event that Lava becomes a Bankrupt Party.
Direct Licenses. Upon termination of this Agreement, in whole or in part, under any of the provisions in Section 10.2 (Termination), each Sublicensee subject to potential automatic termination under this Section 10.3.1 (Termination of Rights) that is not an Ineligible Sublicensee shall have the right to enter into a direct license from Harvard (a “Direct License”) on substantially the same non-economic terms and conditions set forth in the Sublicense and on economic terms providing for the payment by such Sublicensee to Harvard of the consideration that otherwise would have been payable to Harvard if the applicable Sublicense and this Agreement were still simultaneously in effect. Harvard agrees to negotiate in good faith the final form of such Direct License on such financial terms and conditions; such final form of Direct License agreement shall not (a) impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, (b) have any obligations that are greater than or inconsistent with the obligations of Harvard under this Agreement or the nature of Harvard as an academic and non-profit entity or (c) have any fewer rights than Harvard has under this Agreement, as applicable to the Direct License. If any Sublicensee, other than Ineligible Sublicensees, desires to enter into such a Direct License with Harvard, then it shall wholly be the responsibility of Sublicensee to notify Harvard of such desire no later than [***] days after the effective date of termination of this Agreement. If Harvard and the applicable Sublicensee, for any reason, do not enter into a Direct License within [***] days after the effective date of termination of this Agreement, then the applicable Sublicense subject to potential automatic termination under this Section 10.3.1 (Termination of Rights), and all rights granted thereunder, shall automatically terminate.
Direct Licenses. 9.1 If necessary for commercialization of the Product, Wyeth-Ayerst may at any time request from Neurogen and Neurogen agrees to grant directly to Wyeth- Ayerst Affiliates in any countries of the Territory equivalent rights as granted to Wyeth-Ayerst, subject to any approval by NTIS required under the NTIS Agreement. Accordingly, upon receipt of Wyeth-Ayerst's request, Neurogen shall enter into and sign a separate direct sublicense/license agreement or agreements with the companies designated by Wyeth-Ayerst in the request. All direct sublicense/license agreements entering into force under this paragraph shall be prepared by Wyeth-Ayerst and shall contain terms and conditions which are consistent with those of this Agreement, subject only to such modifications as may be required by the laws or regulations of the country to be demonstrated by Wyeth-Ayerst in which such direct sublicense/license still be exercised, including, but not limited to changes in the rate of royalty restrictions against the remittance thereof, and limitations upon the term of duration of said direct sublicense/license agreement. Notwithstanding the foregoing, Neurogen shall not be required to enter into any agreement on terms which, in the aggregate, are less favorable than those set forth in this Agreement. In those countries in which the validity of such a direct sublicense/license agreement requires prior government approval or registration, such direct sublicense/license agreement shall not be binding or have any force or effect until the required governmental approval or registration has been granted.
Direct Licenses. Any intellectual property provided pursuant to the provisions of this Section 14.3(d)(ii) shall be subject to the licenses set forth elsewhere in this Agreement and the payment obligations of this Agreement, which shall be deemed to be royalties for purposes of U.S. Bankruptcy Code.
Direct Licenses. Any vendor of Third Party Software covered by Direct Licenses may from time to time increase the prices of its software products and services, and in that event ANM reserves the right to pass on to Client (on a dollar-for-dollar, actual cost pass-through basis only, and with no additional mark-up or margin to ANM) any such price increases incurred by ANM during the Term of this Agreement.
