Sublicences. The right to grant sub-licenses can only be exercised under the following conditions: • Sub-licensing is allowed provided that AP-HP give its written consent to ACER prior the signature of the sub-license agreement which should intervene within the maximum period of thirty (30) days from the date of the request, consent not to be unreasonably withheld. • ACER shall be the solely responsible entity towards AP-HP for proper performance of the sub-licenses. • Should ACER grant a sub-license as defined in this Article 15, ACER undertakes to explicitly include in the sub-license agreement clauses which are compatible with all the clauses of this Agreement. • In all cases, ACER expressly guarantees that it will not grant to its sub-licensee(s) any right to grant further sub-licenses. • ACER undertakes to provide to AP-HP a copy of the sublicense agreement. For the purposes of clarity, AP-HP expressly agrees that ACER shall have the right to sublicense any or all of its rights and obligations to Sanofi for exploitation in the countries within Europe designated by Sanofi in the sublicense agreement.
Sublicences. Subject to Section 18.6.5, Flexion shall have the right to grant sublicences under the licences granted in Section 3.1, to its Affiliates and to any other Persons in the Territory or in any country of the Territory without the prior written consent of AstraZeneca; provided, however, that: (a) Flexion shall ensure the performance by each Sublicensee of the terms of each such sublicence; (b) notwithstanding any such sublicence, Flexion shall remain solely liable for the performance of its obligations hereunder; and (c) Flexion shall promptly after the execution of each such sublicence notify AstraZeneca in writing of such sublicence stating the name of the Sublicensee and the countries covered by such sub-licence; and (d) Flexion shall not seek to grant or grant any sublicences, in any part of the Territory other than Japan, prior to […***…]; and (e) Flexion’s selection of a Sublicensee shall be made in good faith consideration of the Ethics Standards. Where Flexion grants a sublicence to a Person that is not an Affiliate of Flexion, including to market, promote, sell, distribute or otherwise Exploit Compounds or Licensed Products in any country in the Territory such Person shall be a “Sublicensee” for purposes of this Agreement. Flexion shall ensure that all Persons to which it grants sublicences will not exceed the scope of the rights granted to Flexion under this Agreement with respect to the Licensed Patents, the Licensed Know-How and the Retained Patents. The Sublicence shall contain obligations on the Sublicensee which are no less onerous than those set out in Section 6.3 (Diligence Obligations), Section 6.5 (Records and Reporting); Section 7.9 (Records Retention and Audit); Section 9 (Ownership of IP); Section 11 (Confidentiality and Non-Disclosure); Section 18.2 (Termination for Breach); Section 18.6.5 (Consequences of Termination); Section 18.8 (Termination upon Insolvency); Section 20 (Assignment). Each sublicence shall further contain such covenants or representations and warranties as reasonably required to ensure that the Sublicensee meets the Ethics Standards during the term of such sublicence. ***Confidential Treatment Requested
Sublicences. AstraZeneca shall have the right to grant sublicences, through multiple tiers of sublicensees, under the licences granted in Section 6.2.1 and 6.2.2, to (a) its Affiliates and (b) to any other Person, provided, however, that AstraZeneca shall first obtain the written consent of Dynavax before granting a sublicence under the licences granted in Section 6.2 for the Research, Development or Commercialization of Dynavax ISS, Collaboration ISS, CDs, the Product or any Combination Product(s) in [ * ], except for sublicences limited to [ * ]. Where AstraZeneca grants a sublicense to a Person, which is not an Affiliate of AstraZeneca, and such Person is not a Distributor, that Person shall be a “Sublicensee” for purposes of this Agreement. AstraZeneca shall use Commercially Reasonable Efforts to ensure that all Persons to which it grants sublicences comply with all terms and conditions of this Agreement. In all countries outside of the Major Markets, AstraZeneca shall give written notice to Dynavax promptly following each sublicence granted hereunder, identifying the Sublicensee and the rights granted.
Sublicences. Adaptimmune and Universal agree to enter in to the Sublicenses, approved versions of which are attached in Schedules 2 and 3. Both Parties shall execute such Sublicenses on the Effective Date.
Sublicences. You may sublicense the Software only upon prior written consent by MV. In case such consent is given by MV to you, you are obliged to sublicense the Software with a license whose terms and conditions are at least as restrictive as the terms in this Agreement.
Sublicences. Subject to Section 17.6.5, Flexion shall have the right to grant sublicences through multiple tiers under the licences granted in Section 3.1, to its Affiliates and to any other Persons in the Territory or in any country of the Territory without the prior written consent of AstraZeneca; provided, however, that: (a) Flexion shall ensure the performance by each Sublicensee of the terms of each such sublicence; (b) notwithstanding any such sublicence, Flexion shall remain solely liable for the performance of its obligations hereunder, and (c) Flexion shall promptly after the execution of each such sublicence notify AstraZeneca in writing of such sublicence stating the name of the Sublicensee and the countries covered by such sub-licence; and (d) Flexion shall not seek to grant or grant any sublicences, in any part of the Territory other than Japan, prior to […***…]; and (e) Flexion’s selection of a Sublicensee shall be made in good faith consideration of the Ethics Standards and Flexion shall ensure that any subsequent sublicensee selected by Flexion’s Sublicensee will also make such consideration. Where Flexion grants a sublicence to a Person that is not an Affiliate of Flexion, including to market, promote, sell, distribute or otherwise Exploit Compound or Licensed Products in any country in the Territory such Person shall be a ***Confidential Treatment Requested
Sublicences. GSK shall have the right to grant sublicences only in accordance with the provisions of this Clause.
Sublicences. The Licensor transfers to the Licensee the rights and authorises the Licensee to grant further sub- licences only under the terms of the Creative Commons BY-NC (Attribution-Non-Commercial) public licence annexed to this agreement.
Sublicences. Pharming shall have the right to grant sublicences, through multiple tiers of sublicences, under the licences granted in Section 3.1 to its Affiliates and Third Parties; provided that, with respect to any sublicence granted to a Sublicensee: (a) Orchard is notified that such sublicense is to be entered into and the identity of such sublicensee within [_____] Business Days of such sublicense being entered into, and (b) any such sublicences shall (i) be in writing, and (ii) be consistent with the terms and conditions of this Agreement. Pharming shall be responsible for any act or omission of any Sublicensee that constitutes a breach of this Agreement as if such Sublicensee was “Pharming” hereunder. 37 3.4
Sublicences. (a) Each Party shall have the right to grant sublicences to its Affiliates under the licences granted to it in Articles 9.1(a), 9.1(b), 9.1(g) and 9.4, as the case may be, [***] [Confidential Treatment Required], but subject to any approvals required therefor from any applicable Third Party licensor.
