Permitted Subcontracting. Each Party may subcontract any of its activities to be performed under the Collaboration Plan to an Affiliate or Third Party, provided that any such Affiliate or Third Party will have entered into a written agreement with such Party that includes terms and conditions protecting and limiting use and disclosure of Confidential Information and Materials and Know-How at least to the same extent as under this Agreement, and requiring such Affiliate or Third Party and its personnel to assign to such Party all right, title and interest in and to any Patents, Know-How and Materials created, conceived or developed in connection with the performance of subcontracted activities to the extent required to research, Develop, Manufacture and commercialize Product Candidates, provided that with respect to Third Parties that are academic or other non-commercial Persons, a Party will be required only to use commercially reasonable efforts to obtain such assignment, and in the absence of such assignment, the Parties will mutually agree on the rights (e.g., a license or option to license) to be obtained from such academic or non-commercial Persons. Any such subcontracting activities will be described in the reports for the Collaboration Program required by Section 2.3(b). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Permitted Subcontracting. The license granted by REGENTS in Paragraph 3.1 includes the right to engage in Permitted Subcontracting, as defined herein. “Permitted Subcontracting” shall include the grant by LICENSEE or SUBLICENSEE of rights under this AGREEMENT to: (i) third parties contractually bound to LICENSEE or SUBLICENSEE for the sole purpose of marketing or promoting a LICENSED PRODUCT; (ii) third party contract research organizations contractually bound to LICENSEE or SUBLICENSEE with no other rights under REGENTS’ PATENT RIGHTS other than to perform research and development on behalf of LICENSEE or SUBLICENSEE; and (iii) third party contract manufacturing organizations contractually bound to LICENSEE or SUBLICENSEE with no other rights under REGENTS’ PATENT RIGHTS than to manufacture on behalf of LICENSEE or SUBLICENSEE. Such third parties listed in (i), (ii) and (iii) above are “Permitted Subcontractors” and any act or omission by a Permitted Subcontract shall be deemed an act or omission of LICENSEE. For clarity, Permitted Subcontracting is not considered sublicensing of rights under this AGREEMENT. LICENSEE shall (and shall cause SUBLICENSEES, as the case may be) to incorporate terms and conditions into its agreement for Permitted Subcontracting that are sufficient to enable LICENSEE to comply with this AGREEMENT, and LICENSEE shall ensure that all such agreements do not conflict with the terms and conditions of this AGREEMENT. All such Permitted Subcontracting shall have subcontracts that provide for the automatic assignment to LICENSEE of any and all intellectual property generated by the Permitted Subcontractor, its employees, and consultants in the course of performing the subcontracted services to LICENSEE or SUBLICENSEE (other than with respect to intellectual property generated that relates to such Permitted Subcontractor’s platform or background intellectual property, ownership of which may remain with such subcontractor).
Permitted Subcontracting. Subject to the other terms of the Transaction Agreements, including Section 2.12 of the A&R Services and Collaboration Agreement, Moderna may subcontract the Development Pool Services (if any) to a Third Party, AstraZeneca may subcontract any Development activities to a Third Party, and each Party may otherwise subcontract any of its activities to be performed under this A&R Option Agreement to an Affiliate, in each case provided that (a) no such permitted subcontracting shall relieve the subcontracting Party of any of its obligations (except to the extent satisfactorily performed by such subcontractor) and (b) any such Third Party will have entered into a written agreement with such Party that includes terms and conditions protecting and limiting use and disclosure of Confidential Information and Materials and Know-How at least to the same extent as under this A&R Option Agreement and the A&R Services and Collaboration Agreement, and requiring such Third Party and its personnel to assign to such Party all right, title and interest in and to any Patents, Know-How and Materials created, conceived or developed in connection with the performance of subcontracted activities to the extent required to Develop and Commercialize Product Candidates. Any such subcontracting activities will be [***]. To the extent that any subcontractor needs a sublicense to perform the Development Pool Services, Section 3.6 will apply.
Permitted Subcontracting. Contractor may subcontract with the subcontractors identified in Contractor’s Proposal or as permitted by the County in writing, subject to the following:
Permitted Subcontracting. Each Party may subcontract any of its activities to be performed under the Development & U.S. Commercialization Program to an Affiliate or Third Party, provided that any such Affiliate or Third Party will have entered into a written agreement with such Party that includes terms and conditions protecting and limiting use and disclosure of Confidential Information and Materials and Know-How at least to the same extent as under this CCPS Agreement, and requiring such Affiliate or Third Party and its personnel to assign to such Party all right, title and interest in and to any Patents, Know-How and Materials created, conceived or developed in connection with the performance of subcontracted activities to the extent required to research, Develop, Manufacture and Commercialize Elected Candidate and Licensed Product, provided that with respect to Third Parties that are academic or other non-commercial Persons, a Party will be required only to use commercially reasonable efforts to obtain such assignment. Any such subcontracting activities will be described in the reports for the Development & U.S. Commercialization Program required by Section 8.5.
Permitted Subcontracting. (a) Subject to clause 6.1(b), the Contractor must obtain the HSP' prior written consent to enter into a Subcontract.
Permitted Subcontracting. (a) POINT may subcontract its proprietary manufacturing activities to a Third Party subject to the Licensor’s prior written review and response, not to be unreasonably delayed and provided that any such Third Party shall have entered into a written agreement with POINT that includes terms and conditions (i) protecting and limiting use and disclosure of the Licensed Technology, Confidential Information and (ii) requiring such Third Party, as applicable, and its employees, contractors and agents to grant Licensor all rights in and to any Improvements, Patent Rights, and Know-How created, conceived or reduced to practice in connection with the performance of any such subcontracted activities.
Permitted Subcontracting. Each Party may subcontract activities to be performed under the Workplan to any of its Affiliates, subject to the Affiliate’s compliance with the terms and condition of this Agreement including Article 6 and Article 7 below. In addition, each Party may subcontract its activities to be performed under the Workplan to a Contract Research Organization. Any such Contract Research Organization will have entered into a written agreement with the subcontracting Party that includes terms and conditions protecting and limiting use and disclosure of Confidential Information and Materials and Know-How at least to the same extent as under this Agreement, and requiring such Contract Research Organization and its personnel to assign to the subcontracting Party all right, title and interest in and to any Patents and Know-How and Materials created, conceived, developed or reduced to practice in connection with the performance of subcontracted activities in accordance with this Agreement in order to give effect to the provisions of Article 6 and Article 7. Any such subcontracting activities will be described in the reports for the Program required by Section 3.3(b).
Permitted Subcontracting. Each Party may subcontract activities to be performed under the Workplan to any of its Affiliates, subject to the Affiliate’s compliance with the terms and conditions of this Agreement including Article 6 and ARTICLE 7 below. In addition, each Party may subcontract its activities to be performed under the Workplan to a Contract Research Organization. Any such Contract Research Organization will have entered into a written agreement with the subcontracting Party that includes terms and conditions protecting and limiting use and disclosure of Confidential Information, Materials and Know-How at least to the same extent as under this Agreement, and requiring such Contract Research Organization and its personnel to assign to the subcontracting Party all right, title and interest in and to any Patents and Know-How and Materials created, conceived, developed or reduced to practice in connection with the performance of subcontracted activities in accordance with this Agreement in order to give effect to the provisions of ARTICLE 6 and Article 7, as applicable, excluding any Improvement to such Contract Research Organization’s Technology that does not incorporate or consist of an Improvement to Acuitas Background Technology or Acuitas Sole Technology. Any such subcontracting activities will be described in the reports for the Program required by Section 3.3(b).
Permitted Subcontracting. Subject to Section 5.12(b), each Party shall have the right to subcontract any portion of its obligations hereunder or under a Related Agreement to its own Affiliates or to Third Parties without the other Party’s prior written consent, including, for clarity, to contract research organizations or other Third Parties for activities in connection with the Combination Therapy Trial or CMC activities for such Party’s Product (e.g., manufacture, packing and testing), provided that before involving a Third Party for activities in connection with the Combination Therapy Trial for the first time, either Party shall provide to the JSC a high-level summary of the name and experience of that Third Party and reasonably take into consideration any concerns the other Party might raise through the JSC with respect to such Third Party. Exhibit 5.12(a) sets out a list of Third Parties that, as of the Effective Date, Affimed and Artiva intend to engage as subcontractors for any material activities under this Agreement or the Development Plan.
