Sublicenses Clause Samples

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each subli...

Sublicenses. LICENSEE shall have the right to grant non- exclusive sublicenses to any of its wholly-owned and controlled subsidiaries, whose obligations to LICENSOR hereunder LICENSEE hereby guarantees, and which acknowledges to LICENSOR in writing that it wishes to become a sublicensee hereunder prior to doing so and agrees to be bound by the terms and conditions of this Agreement. All sublicenses shall (i) be non- exclusive, (ii) shall terminate with the termination of the rights and licenses granted to LICENSEE under Section 2.1 hereof, and be otherwise limited in accordance with the limitations and restrictions which are imposed on the rights and licenses granted to LICENSEE hereunder, (iii) contain confidentiality provisions no less protective than those contained in Section 12.1 hereof, and (iv) shall contain such other terms, conditions, and licenses as are necessary to enable LICENSEE to fulfill its obligations hereunder. LICENSEE shall send LICENSOR a copy of every sublicense agreement or other agreement entered into by LICENSEE in connection with a sublicense hereunder within thirty (30) days of the execution thereof. LICENSOR may terminate any such sublicense if there is any change in the ownership or control of a sublicensee.

Sublicenses. Company may grant sublicenses of its rights under Section 2.1. with the consent of University, which consent may not be unreasonably withheld or delayed. All Sublicense Agreements executed by Company pursuant to this Section 2.2 shall expressly bind the Sublicensee to the terms of this Agreement. Company shall promptly furnish University with a fully executed copy of any Sublicense Agreement.

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) as applicable, all the rights of, and require the performance of all the obligations due to, REGENTS (and, if applicable, the United States Government) under this AGREEMENT other than those rights and obligations specified in Article 5 (License Issue Fee) and Paragraph 6.5 (minimum annual royalty); (c) a provision requiring payment of royalties to LICENSEE in an amount sufficient to permit LICENSEE to meet its royalty obligations to REGENTS at the rates and bases set forth in this AGREEMENT; (d) a prohibition on the grant of further SUBLICENSES ; and (e) the same provision for indemnification of REGENTS as has been provided for in this AGREEMENT. 4.2 LICENSEE will pay to REGENTS percent ( %) of any cash consideration, and of the cash equivalent of all other consideration, due to LICENSEE for the grant of rights under each SUBLICENSE. 4.3 LICENSEE will notify REGENTS of each SUBLICENSE granted hereunder and furnish to REGENTS a copy of each such SUBLICENSE AGREEMENT. 4.4 AFFILIATES will have no licenses under REGENTS’ PATENT RIGHTS except as granted by SUBLICENSE pursuant to this AGREEMENT. 4.5 For the purposes of this AGREEMENT, the operations of all SUBLICENSEES shall be deemed to be the operations of LICENSEE, for which LICENSEE shall be responsible. 4.6 LICENSEE will collect and guarantee payment of all monies and other consideration due REGENTS from SUBLICENSEES, and deliver all reports due REGENTS and received from SUBLICENSEES. 4.7 Upon termination of this AGREEMENT for any reason, all SUBLICENSES that are granted by LICENSEE pursuant to this AGREEMENT where the SUBLICENSEE is in compliance with its SUBLICENSE AGREEMENT as of the date of such termination will remain in effect and will be assigned to REGENTS, except that REGENTS will not be bound to perform any duties or obligations set forth in any SUBLICENSEs that extend beyond the duties and obligations of REGENTS set forth in this AGREEMENT. 4.8 If REGENTS (to the extent of the actual knowledge of the licensing professional...

Sublicenses. 3.1. LICENSEE shall have the right to grant sublicenses to SUBLICENSEES under this Agreement only with ▇▇▇▇▇▇▇’▇ prior written consent, which shall not be unreasonably withheld. LICENSEE shall provide MOFFITT with a final, un-redacted copy of such sublicense agreement thirty (30) days prior to the execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such sublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article 3. For the avoidance of doubt, LICENSEE shall also include provisions in all sublicenses to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due to MOFFITT by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without ▇▇▇▇▇▇▇’▇ prior written permission. 3.2. LICENSEE shall pay royalties to MOFFITT on NET SALES of LICENSED TECHNOLOGIES by its SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its AFFILIATES. 3.3. ▇▇▇▇▇▇▇▇ agrees that it has sole responsibility to promptly: (i) provide MOFFITT with a copy of any amendments to sublicenses granted by LICENSEE under this Agreement and to notify MOFFITT of termination of any sublicense; and (ii) deliver copies of all reports provided to LICENSEE by SUBLICENSEES, to the exten...

Sublicenses. Company shall have the right to grant sublicenses of its rights under Section 2.1. with the consent of Medical School, which consent shall not be unreasonably withheld or delayed. All sublicense agreements executed by Company pursuant to this Article 2 shall expressly bind the Sublicensee to the terms of this. Company shall promptly furnish Medical School with a fully executed copy of any such sublicense agreement.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. 4.1 REGENTS also grants to LICENSEE the right to SUBLICENSE to AFFILIATES and third parties the right to make, use, offer for SALE, import, and SELL LICENSED PRODUCTS and LICENSED SERVICES, and to practice LICENSED METHOD, provided that LICENSEE has exclusive rights under this AGREEMENT at the time of sublicensing. Every such SUBLICENSE will include: (a) a statement setting forth the date upon which LICENSEE's exclusive rights, privileges, and license hereunder will expire; (b) terms consistent with and be subject to, the terms in this AGREEMENT, including without limitation, all applicable obligations due to REGENTS and the provisions contained in: (i) Paragraph 3.2 (Reservation of Rights); (ii) (if applicable) Paragraph 3.5

Sublicenses. (a) The licenses granted to Salix in Section 2.1 shall include the right to grant Sublicenses through multiple tiers of Sublicensees (i) in the Human Field in the Territory other than the United States and (ii) in the Non-Human Animal Field in the Territory. In order to facilitate the operation of the provisions of Section 6.4, Salix agrees that it will not “bundle” a Product for Sublicensing with one or more other products that are not Products or offer a Product for Sublicensing to encourage the licensing or sublicensing by the Sublicensee of one or more products that are not Products without first reaching an agreement with Progenics, to be negotiated between Progenics and Salix in good faith, in respect of the appropriate allocation, in accordance with Applicable Law, the definition of “Sublicense Revenue,” and Section 6.4, of the gross amount to be received by Salix under any such arrangement between the Product and other products in the bundle or group. (b) Salix shall, to the extent practical, inform Progenics reasonably in advance of the execution of any Sublicense that Salix expects to grant under this Agreement in respect of a Major Market Country or [*] or [*] and shall promptly (and, in the case of material items, within [*] ([*]) Business Days) provide to Progenics (i) notice of any Sublicense granted by Salix under this Agreement setting forth in reasonable detail the nature of such Sublicense and the identity of the Sublicensee and (ii) unredacted English-language copies of any agreement with a Third Party granting such Sublicense. (c) Each Sublicense entered into by Salix shall contain (i) confidentiality, exclusivity, reporting and access to data and information obligations comparable to those set forth herein as and to the extent relevant to the exercise by Progenics of its rights hereunder, and (ii) provisions adequate to ensure that (A) neither of the Parties will be precluded during or after the Term from Manufacturing, Developing and Commercializing the Compound or Products as contemplated hereby pursuant to the Licensed Technology and the licenses granted pursuant hereto as a result of any invention, development or discovery, as and to the extent Controlled by the Sublicensee or its Affiliates, that is made or created in the course of or arising out of Manufacturing, Development and Commercialization activities of the Sublicensee or any of its Affiliates or Sublicensees under the relevant Sublicense, (B) the Progenics Parties shall h...