Sublicensing and Subcontracting. GSK may sublicense or subcontract its rights to Develop, Manufacture or Commercialize the Alliance Products in whole or in part to one or more of its Affiliates, provided that the rights sublicensed or subcontracted to such Affiliate shall automatically terminate upon any event in connection with which such Affiliate ceases to be an Affiliate of GSK. GSK may also sublicense or subcontract any of GSK's rights to Develop or Manufacture the Alliance Products, in whole or in part, to one or more Third Parties. In the event GSK wishes to sublicense or subcontract any of GSK's rights to Commercialize the Alliance Products, in whole or in part, to one or more Third Parties, GSK shall obtain the prior written consent of Theravance, such consent not to be unreasonably withheld, provided always that no such restriction shall apply in respect of those countries of the Territory wherein GSK is or has been required under applicable local laws to appoint a Third Party as its distributor or marketing partner. GSK shall secure all appropriate covenants, obligations and rights from any such sublicensee or subcontractor granted by it under this Agreement, including, but not limited to, intellectual property rights and confidentiality obligations in any such agreement or other relationship, to ensure that such sublicensee can comply with all of GSK's covenants and obligations to Theravance under this Agreement. GSK's rights to sublicense, subcontract or otherwise transfer its rights granted under Section 2.1 are limited to those expressly set forth in this Section 2.2.
Sublicensing and Subcontracting. Licensee may grant and authorize sublicenses of its rights under Section 2.1 to the Licensed Technology during the Term of this Agreement to Third Parties, provided that each such sublicense shall be in writing and Licensee shall notify WuXi Biologics of such sublicense within [***] after execution. Licensee shall secure all commercially appropriate covenants, obligations and rights from any Sublicensee to ensure that Licensee can comply with all of Licensee’s applicable representations, warranties, covenants and obligations to WuXi Biologics under this Agreement including the required provision in Section 2.3. Notwithstanding any sublicense agreement, Licensee shall remain primarily liable to WuXi Biologics for all of its duties and obligations contained in this Agreement, including all payments pursuant to Section 4. Licensee shall require in writing its Sublicensees to comply with their respective obligations under the applicable sublicense agreement. Each Sublicensee agreement shall contain a right of termination by Licensee for the Sublicensee’s material breach of any payment obligations affecting WuXi Biologics. Licensee may (among other methods) cure a breach of this Agreement arising from a breach by a Sublicensee of a sublicense agreement by terminating such sublicense agreement, in which case, Licensor shall not have the right to terminate this Agreement as a result of such breach. In the event any such sublicense is terminated by Licensee, Licensee shall notify WuXi Biologics of such termination. If requested by Licensee, WuXi Biologics will discuss, acting reasonably and in good faith, with Licensee any proposed modifications as may be requested by a potential Sublicensee with respect to the terms and conditions of this Agreement. Upon termination of this Agreement for any reason, any sublicense granted by Licensee in accordance with this Section 2.2 shall automatically survive, provided that Sublicensee’s breach of any terms of such sublicense agreement did not give rise to termination of this Agreement and the Sublicensee promptly agrees in writing to be bound by the terms and conditions of this Agreement, following which WuXi Biologics shall have the right to directly enforce such terms and conditions against such Sublicensee with respect to its acts and omissions thereunder. Contract manufacturers, wholesalers and distributors shall not be deemed Sublicensees, but instead, shall be deemed subcontractors. Subject to Section 3.1, Licensee may...
Sublicensing and Subcontracting. Subject to this Section 2.3, ------------------------------- neither Party may sublicense or subcontract its rights under this Agreement to an Affiliate or a Third Party without the prior written consent of the other Party.
Sublicensing and Subcontracting. Each Party may sublicense or subcontract its rights, if any, to Develop, manufacture and/or Commercialize the API Compound and the Licensed Product in whole or in part to one or more of its Affiliates, provided that the rights sublicensed or subcontracted to such Affiliate shall automatically terminate upon a change of control of such Affiliate in connection with which such Affiliate ceases to be an Affiliate of such Party. Each Party may also sublicense or subcontract its rights, if any, to Develop, manufacture and/or Commercialize the API Compound and the Licensed Product, in whole or in part, to one or more Third Parties provided, however, that any such sublicense from Clinigen shall require the prior written consent of Theravance, such consent not to be unreasonably withheld. Each Party shall secure all appropriate covenants, obligations and rights from any such sublicensee or subcontractor granted by it under this Agreement, including, but not limited to, intellectual property rights and confidentiality obligations in any such agreement or other relationship, to ensure that such sublicensee can comply with all of such Party’s covenants and obligations to the other Party under this Agreement that are applicable to the sublicensees. Each Party’s rights to sublicense, subcontract or otherwise transfer its rights granted under this Article II are limited to those expressly set forth in this Section 2.05.
Sublicensing and Subcontracting. Licensee shall have the unrestricted right to appoint one or more sublicensees or subcontractors to manufacture, use, distribute and sell the Product in the Territory or one or more subcontractor to use, distribute and sell the Product in the Territory; provided, however, that any such sublicense or subcontract will maintain the Fresenius Parties as the primary parties/obligors with respect to the development, marketing and sale of the Product and will be intended to maximize Unit Sales under this Agreement. Any such sublicensing or subcontracting by Licensee to Fresenius GmbH or an Affiliate of Fresenius GmbH shall be conclusively presumed to have the foregoing intentions. Any such sublicense or subcontract shall include terms imposing on the sublicensee or subcontractor all of the applicable obligations of Licensee hereunder, shall not be inconsistent with the maintenance of the Fresenius Parties as the primary parties/obligors, as aforesaid, and shall reserve to the Licensee all of the correlative rights of the Licensor. Notwithstanding any such sublicensing or subcontracting, Licensee and Fresenius GmbH shall remain responsible to Licensor for the timely performance of all obligations of the sublicensee under the sublicense or the subcontractor under the subcontract. Licensee shall promptly provide Licensor with a copy of each sublicense agreement entered into by Licensee hereunder (and in any event within ten (10) business days after the execution thereof).
Sublicensing and Subcontracting. GSK may sublicense or subcontract its rights to Develop, Manufacture or Commercialize the Collaboration Products in whole or in part to one or more of its Affiliates and/or to one or more Third Parties without the consent of Innoviva or TRC. GSK shall secure all appropriate covenants, obligations and rights from any such sublicensee or subcontractor granted by it under this Agreement, including, but not limited to, intellectual property rights and confidentiality obligations in any such agreement or other relationship, to ensure that such sublicensee can comply with all of GSK's covenants and obligations to Innoviva or TRC under this Agreement. ”
Sublicensing and Subcontracting. (a) Pfizer may grant Sublicenses subject to the terms and conditions set forth in this Section 3.4. Any Sublicense obligations required by the Third Party License to be included in a sublicense shall be deemed to be included in this Agreement as obligations of Pfizer.
Sublicensing and Subcontracting. Ocera may sublicense and/or subcontract its rights under this Agreement provided that it enters into a written agreement with each Sublicensee and shall ensure that:
Sublicensing and Subcontracting. Arcus may sublicense at any time, without the prior written consent of Abmuno, its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to any (i) Affiliate or (ii) Third Parties; provided that, in the case of a sublicense to a Third Party, such Third Party is a company that (a) engages in, and/or has one or more affiliates that engages in, research, development and/or commercialization of one or more biopharmaceuticals or biologics products and (b) [***]. In addition, notwithstanding the foregoing, after Arcus has [***], Arcus may sublicense, without the prior written consent of Abmuno, its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to any Third Parties, provided only that such Third Party is a company that engages in, and/or has one or more affiliates that engages in, research, development and/or commercialization of one or more biopharmaceuticals or biologics products. If Abmuno is unable to determine whether the information referenced in (b) above about the sublicensee is true based on publicly available information, then Arcus, within fifteen (15) days after a request from Abmuno, at its option, shall either (A) provide information to Abmuno (subject to Section 6 hereof) about the sublicensee sufficient to validate the criteria in (b) above or (B) have one of its officers certify in writing as to the truth of the aforementioned criteria. If Abmuno’s prior written consent is required for Arcus to sublicense its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to a Third Party, Abmuno may not unreasonably withhold, condition or delay any such consent, and if Abmuno fails to reject in writing any such proposed sublicense within ten (10) business days after delivery of written request by Arcus to Abmuno for such sublicense, then Abmuno shall be deemed to have consented to such sublicense. Arcus shall secure all appropriate covenants, obligations and rights from any sublicensee to ensure that such sublicensee is subject to, and Arcus can comply with, all of Arcus’s applicable covenants and obligations to Abmuno under this Agreement. Arcus shall be responsible for any failure of its sublicensees to comply with the applicable provisions of this Agreement. If requested by Arcus, Abmuno will discuss, acting rea...
Sublicensing and Subcontracting. 4.3.1 Gilead shall have the right: (a) to grant sublicenses under Section 4.1 through multiple tiers of sublicenses to any Affiliate or Third Party; and (b) to subcontract to any Affiliate or Third Party the performance of any of its obligations under this Agreement. Notwithstanding the foregoing, during the Collaboration Term Gilead shall not grant any sublicenses to a Third Party with respect to any Development of a Licensed Product in or for a Major Market without Precision’s prior written consent. Gilead shall provide Precision with written notice of any sublicense under this Agreement within [***] after its execution. [***].
