Upstream Obligations Clause Samples

Upstream Obligations. Notwithstanding anything to the contrary in this Agreement, the licenses and rights granted hereunder are subject to those terms of the Upstream License Agreements that are set out in Schedule 15.6, and BioNTech will, and will procure that its Affiliates, Subcontractors and Sublicensees will, comply with such terms set forth in Schedule 15.6 to the extent applicable. Subject to the foregoing, and without limitation to any remedy that may be available to Autolus, if [***], then [***].

Upstream Obligations. There are no amounts that will be required to be paid by Syros to a Third Party under a license agreement between Syros and such Third Party existing as of the Effective Date as a result of Syros’s conduct of the Research Plan as set forth in Exhibit A.

Upstream Obligations. Celgene acknowledges and agrees that all licenses granted under this [***]SM Agreement, to the extent they constitute sublicenses under intellectual property rights owned by a Third Party and licensed or sublicensed to OncoMed under an Existing Agreement and licensed to Celgene pursuant to this [***]SM Agreement are subject to the relevant terms and conditions of the Existing Agreements. Any exclusive licenses that are granted under this [***]SM Agreement that constitute sublicenses under the Existing Agreements are exclusive only to the extent of the exclusive nature of the license granted to OncoMed under the Existing Agreements.

Upstream Obligations. 54 15.7 Compliance. .................................................................................................................... 54 15.8

Upstream Obligations. Celgene acknowledges and agrees that all licenses granted under this License Agreement, to the extent they constitute sublicenses under intellectual property rights owned by a Third Party and licensed or sublicensed to OncoMed under an Existing Agreement and licensed to Celgene pursuant to this License Agreement are subject to the relevant terms and conditions of the Existing Agreements. Any exclusive licenses that are granted under this License Agreement that constitute sublicenses under the Existing Agreements are exclusive only to the extent of the exclusive nature of the license granted to OncoMed under the Existing Agreements.

Upstream Obligations. Each Party acknowledges and agrees that all licenses granted under this Celgene Lead Co-Co Agreement, to the extent they constitute sublicenses under intellectual property rights owned by a Third Party and licensed or sublicensed to a Party under a Juno Upstream Agreement or a Celgene Upstream Agreement, as applicable, and licensed to the other Party pursuant to this Celgene Lead Co-Co Agreement are subject to the relevant terms and conditions of the Celgene Upstream Agreements and/or the Juno Upstream Agreements, as applicable. Any exclusive licenses that are granted under this Celgene Lead Co-Co Agreement that constitute sublicenses under the Celgene Upstream Agreements or the Juno Upstream Agreements, as applicable, are exclusive only to the extent of the exclusive nature of the license granted to Celgene or Juno, as applicable, under the Celgene Upstream Agreements or the Juno Upstream Agreements, as applicable.

Upstream Obligations. Celgene and Juno each acknowledge and agree that all licenses granted under this Juno Lead Co-Co Agreement, to the extent they constitute sublicenses under intellectual property rights owned by a Third Party and licensed or sublicensed to a Party under a Juno Upstream Agreement, or a Celgene Upstream Agreement, as applicable, and licensed to the other Party pursuant to this Juno Lead Co-Co Agreement are subject to the relevant terms and conditions of the Juno Upstream Agreements and/or the Celgene Upstream Agreements, as applicable. Any exclusive licenses that are granted under this Juno Lead Co-Co Agreement that constitute sublicenses under the Juno Upstream Agreements or the Celgene Upstream Agreements, as applicable are exclusive only to the extent of the exclusive nature of the license granted to Juno or Celgene under the Juno Upstream Agreements or the Celgene Upstream Agreements, as applicable.

Upstream Obligations. Celgene acknowledges and agrees that all licenses granted under this Co-Co Agreement, to the extent they constitute sublicenses under intellectual property rights owned by a Third Party and licensed or sublicensed to OncoMed under an Existing Agreement and licensed to Celgene pursuant to this Co-Co Agreement are subject to the relevant terms and conditions of the Existing Agreements. Any exclusive licenses that are granted under this Co-Co Agreement that constitute sublicenses under the Existing Agreements are exclusive only to the extent of the exclusive nature of the license granted to OncoMed under the Existing Agreements.