Rights to Sublicense. 3.6.1 Licensee shall have the right to grant sublicenses of each Exclusive License to any Affiliate or Third Party with respect to any Licensed Product for which Licensee has either retained marketing rights or upon which Licensee has expended material research and/or development effort, it being understood that any Licensed Product that contains a Designated Antigen and/or an Antibody to a Designated Antigen developed by Licensee shall be deemed to have satisfied the foregoing condition and that Licensee shall have the right to grant sublicenses under the Exclusive License with respect to such Licensed Product, subject to the remainder of this Section 3.6.1. Licensee agrees to contractually obligate any Sublicensee to make all payments due to SGI pursuant to this Agreement by reason of achievement of any milestones set forth in Section 6.6 or owed on Net Sales of any Licensed Products by any such Sublicensee pursuant to Sections 6.4 and 6.5, as well as to comply with all terms of this Agreement and the SGI In-Licenses applicable to Licensee (including all terms of this Agreement identified as applicable to Sublicensee). Licensee shall also require any such Sublicensee to agree in writing to keep books and records and permit SGI to review the information concerning such books and records in accordance with the terms of this Agreement.
Rights to Sublicense. TARCANTA and/or TARCANTA LTD. may sublicense their rights to use, offer for sale, market, sell and import the Licensed Products anywhere in the Territory to a Third Party, provided, however that (i) TARCANTA and/or TARCANTA LTD. shall amend the Marketing Plan developed, from time to time, by TARCANTA and/or TARCANTA LTD., to include the anticipated sublicense arrangement, and discuss same with Committee II in accordance with Article 4 of this Agreement, (ii) CIMAB retains the exclusive right to manufacture the Licensed Products for the Other Countries, (iii) the applicable terms of the Sublicense Agreement (with the exception of the portion of the Royalties payable to CIMAB as a result of any such Sublicense Agreement in accordance with Section 5.6 of this Agreement), shall not be less favorable to CIMAB, in the aggregate, than the applicable terms of this Agreement, and (iv) that no such assignment of rights to a Sublicensee hereunder shall relieve TARCANTA or TARCANTA LTD. of their obligations to fully comply with the terms and conditions of this Agreement.
Rights to Sublicense. (a) FRESENIUS shall have the right to sublicense the rights granted to FRESENIUS in the Field in the Territory pursuant to this Agreement to any Affiliate or any Third Party for any Product developed by FRESENIUS (i) subject to receiving the prior written consent of XCYTE (which will not be unreasonably withheld) and (ii) subject to the terms and conditions of the XCYTE In-Licenses. XCYTE shall be primarily responsible for maintaining compliance of such sublicenses with the XCYTE In-Licenses, however, FRESENIUS acknowledges XCYTE may reasonably withhold consent to any FRESENIUS sublicense that does not comply with the terms and conditions of the XCYTE In-Licenses that are applicable to FRESENIUS, its Affiliates and/or Sublicensees. If a Sublicensee breaches the terms and conditions of the sublicense agreement, FRESENIUS and Xcyte shall determine in good faith whether termination of the sublicense agreement is required under this Agreement.
Rights to Sublicense. Under each License, IBP shall have the right to grant sublicenses, through multiple tiers of sublicenses, provided that any such sublicense shall expressly provide for the Sublicensee to be bound by obligations consistent with those provided in this Agreement. If the Sublicensee receives materials provided by Diversa under Section 2.3 or if the Sublicensee performs work under the Work Plan as set forth in Sections 2.1 and 2.5, such sublicense shall provide for rights necessary for the Sublicensee to conduct and complete such activities on behalf of IBP in a manner consistent with the terms provided in this Agreement. IBP shall provide Diversa with prompt written notice of each sublicense agreement, as well as a copy of such sublicense agreement, after it is granted, provided that IBP may redact from such copy any terms not necessary to confirm compliance with this Section 4.2.
Rights to Sublicense. The License granted under this Agreement specifically includes the right of Licensee to grant sublicenses. Licensee agrees that any sublicense it grants to any third party shall be granted under the following conditions:
Rights to Sublicense. (a) EOS shall have the right to sublicense the rights granted to EOS pursuant to this Agreement to any Affiliate or any Third-Party for any Exclusive Antigen or Product developed by EOS subject to the terms and conditions of the SGI In-Licenses attached hereto as SCHEDULE E.
Rights to Sublicense. Notwithstanding Section 1.2(a) of each of the Agreements, Activision hereby grants to Licensee the right to sublicense the rights granted to Licensee by Activision under (a) the SOF Agreement and the Elite Force Agreement to EON Digital Entertainment Ltd. ("EON"), located at 00/00 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx X0X 0XX, Xxxxxx Xxxxxxx, and (b) the Pitfall Agreement to THQ, Inc. ("THQ"), located at 00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, provided that Licensee shall be permitted to sublicense such rights to EON and THQ only with respect to Europe, Australia, New Zealand and those other territories specified in Licensee's written agreements with EON and THQ (but in all cases, specifically excluding North America). Licensee shall not be permitted to sublicense its rights under the Agreements to any other party or with respect to North America or any other part of the Territory without Activision's prior written approval.
Rights to Sublicense. 3.2.1 Licensee shall have the right, in its sole and absolute discretion and subject only to notice to Licensor (under Section 3.2.3) and the terms and conditions of the Licensor In-Licenses listed on Schedule C, to grant sublicenses of the rights granted to Licensee pursuant to this Agreement from time to time to any Affiliate or any Third Party. Licensee shall not have the right to sublicense the Licensor Technology outside the scope of the license granted in Section 3.1, including to develop further Drug Conjugation Technology on a stand-alone basis or to create ADCs that include, or are based, upon any Antibodies that bind specifically to an Antigen other than the Designated Antigen. Notwithstanding the foregoing, nothing contained in this Section 3.2.1 shall be construed as a requirement that Licensee enter into a sublicense agreement in order to permit its local Affiliates to market and sell Licensed Product under and pursuant to this Agreement.
Rights to Sublicense. 3.6.1 Licensee shall have the right to grant sublicenses through multiple tiers of each Exclusive License granted to Licensee pursuant to this Agreement to any Affiliate or any Third Party, subject to [***]. Except as expressly provided in Section 3.1, Licensee shall not have the right to sublicense the MTI Technology outside the scope of the Exclusive Licenses granted herein. As a condition to granting any sublicense hereunder, Licensee shall require each Sublicensee (other than a Sublicensee acting on behalf of Licensee hereunder, with respect to which Licensee will use good faith efforts to require each such Sublicensee) to cross-license or otherwise transfer or convey back to Licensee, with the right to grant sublicenses or licenses, as applicable, through multiple tiers, all Know-How or Improvements (and any Patent Rights with respect thereto) invented, conceived, or developed by or on behalf of any such Sublicensee, whether alone or with Licensee or a Third Party, that would be MTI Platform Technology or Conjugation Technology were such Know-How or Patent Rights invented, conceived or developed solely by Licensee. Licensee shall remain obligated for all of its obligations under this Agreement, to the extent not satisfied by or on behalf of Licensee or any Sublicensee, and, as between the Parties, will remain liable for all acts or omissions of its Sublicensees under any Exclusive License. Licensee shall notify MTI within a reasonable period after granting any sublicense under any Commercialization rights to a Licensed Product to a Third Party (other than a Third Party acting on behalf of Licensee hereunder).
Rights to Sublicense. Each Party shall have the right to grant sublicenses (or further rights of reference) to its Affiliates and Third Parties, through multiple tiers of sublicensees, under the licenses and rights of reference granted in Section 3.1, Section 3.2 or Section 3.4, as applicable, to the extent set forth in Section 3.1, Section 3.2 or Section 3.4, as applicable; provided that any such Affiliate or Third Party is bound to the following provisions of this Agreement, mutatis mutandis, including obligations of confidentiality and assignment of inventions comparable in scope to those included herein and provided, further, that any such sublicenses shall otherwise be consistent with the terms and conditions of this Agreement. Each Party shall remain obligated for all of its obligations under this Agreement, to the extent not satisfied by or on behalf of Licensee or any sublicensee, and, as between the Parties, will remain liable for all acts or omissions of its sublicensees hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
