Commercial Sublicensee definition

Commercial Sublicensee means a Sublicensee to whom Adapt has granted a right to offer for sale, have sold or sell one or more Products in all or a portion of the Territory including exclusive distributors, but excluding (i) Persons who Manufacture Product(s) or any element thereof and sell such Product(s) only to or at the direction of Adapt, Sublicensees or any of their respective Affiliates, (ii) wholesalers, (iii) pharmacies, (iv) Persons comprising the First Responder Market, (v) any Person performing third party logistics or warehousing services on behalf of Adapt or its Affiliates or Sublicensees, and (v) any other Person to whom Adapt has not relinquished material control over commercial decision-making in respect of the applicable Products and where such Person does not have any obligation to make an upfront, milestone or royalty payment with respect to the applicable Products.

Commercial Sublicensee means a Sublicensee to whom Adapt has granted a right to offer for sale, have sold or sell one or more Products in all or a portion of the Territory including exclusive distributors, but excluding (i) Persons who Manufacture Product(s) or any element thereof and sell such Product(s) only to or at the direction of Adapt, Sublicensees or any of their respective Affiliates, (ii) wholesalers, (iii) pharmacies, (iv) Persons comprising the First Responder Market, (v) any Person performing third party logistics or warehousing services on behalf of Adapt or its Affiliates or Sublicensees, and (vi) any other Person who does not have any obligation to make an upfront, milestone, royalty or similar payment with respect to the applicable Products.”

Commercial Sublicensee means a Sublicensee to whom Adapt has granted a right to offer for sale, have sold or sell one or more Products in all or a portion of the Territory including exclusive distributors, but excluding (i) Persons who Manufacture Product(s) or any element thereof and sell such Product(s) only to or at the direction of Adapt, Sublicensees or any of their respective Affiliates, (ii) wholesalers, (iii) pharmacies, (iv) Persons comprising the First Responder Market, (v) any Person performing third party logistics or warehousing services on behalf of Adapt or its Affiliates or Sublicensees, and (v) any other Person to whom Adapt has not relinquished material control over commercial decision-making in respect of the applicable Products and where such Person does not have any obligation to make an upfront, milestone or royalty payment with respect to the applicable Products. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”

Examples of Commercial Sublicensee in a sentence

• With respect to any such Sublicense to a Commercial Sublicensee, Adapt shall use Commercially Reasonable Efforts to ensure that the agreement pursuant to which it grants such Sublicense contains (A) terms obligating such Commercial Sublicensee to permit Lightlake rights of inspection, access, and audit substantially similar to those provided to Lightlake in this Agreement and (B) terms relating to intellectual property and data ownership consistent with those set forth in this Agreement.

• Anything to the contrary herein notwithstanding, Adapt shall have the right to assign its rights and delegate its obligations under this Section 6.3 with respect to Patents in any country or territory outside the United States to any Commercial Sublicensee to whom Adapt has granted a right to sell the Product in such country or territory.

• If requested by Adapt in connection with the granting of a Sublicense to a Commercial Sublicensee in respect of Europe and/or the United Kingdom, the Parties shall promptly negotiate in good faith additional amendments to the License Agreement necessary to implement the changes to the financial terms of the License Agreement that are contemplated on Exhibit A to this Amendment, or such other terms as the Parties may mutually agree upon in good faith.

• In the event that this Section 10.11 is invoked in respect of a particular Commercial Sublicensee, the references to Sublicensees and Commercial Sublicensees in Sections 10.6.3 and 10.6.4 shall thereupon be deemed not to refer to such Commercial Sublicensee in respect of which this Section 10.11 is invoked.

• To the extent that Adapt, its Affiliate or any Commercial Sublicensee sells a Product, on an arms-length basis, to any Sublicensee who is not an Affiliate of such selling Person for resale, only the initial sale of such Product by Adapt, its Affiliate, or its Commercial Sublicensee shall constitute a sale for purposes of determining Net Sales.

More Definitions of Commercial Sublicensee

Commercial Sublicensee means a Sublicensee to whom Adapt has granted a right to offer for sale, have sold or sell one or more Products in all or a portion of the Territory including exclusive distributors, but excluding (i) Persons who Manufacture Product(s) or any element thereof and sell such Product(s) only to or at the direction of Adapt, Sublicensees or any of their respective Affiliates, (ii) wholesalers, (iii) pharmacies, (iv) Persons comprising the First Responder Market, (v) any Person performing third party logistics or warehousing services on behalf of Adapt or its Affiliates or Sublicensees, and (vi) any other Person who does not have any obligation to make an upfront, milestone, royalty or similar payment with respect to the applicable Products.” Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Commercial Sublicensee has the meaning set forth in Section 1.11 of the License Agreement.

Commercial Sublicensee means a Sublicensee to whom ALNE has granted a right to offer for sale, have sold or sell one or more Products in all or a portion of the Territory including exclusive distributors.

Commercial Sublicensee means a Third Party in the Territory that, in return for paying Hospira or any of its Affiliates any upfront license fees, milestone license fees and/or royalties on the sale of a Licensed Product, is granted Commercialization rights to the Licensed Product by Hospira or any of its Affiliates such that the Third Party has the right to record sales for its own account in lieu of Hospira. [* * *]

Commercial Sublicensee means any Person that has been approved by Shionogi and GARDP to Commercialize Licensed Product in one or more countries in the Territory and with which GARDP has entered into a commercial sublicense agreement (each a Commercial Sublicense Agreement). For clarity, the Sublicensee may also be a Commercial Sublicensee if and when it enters into a Commercial Sublicense Agreement with GARDP. Commercial Sublicense means the commercial sublicense granted to a Commercial Sublicensee under a Commercial

Commercial Sublicensee means a Third Party in the Territory that, in return for paying Hospira or any of its Affiliates any upfront license fees, milestone license fees and/or royalties on the sale of a Licensed Product, is granted Commercialization rights to the Licensed Product by Hospira or any of its Affiliates such that the Third Party has the right to record sales for its own account in lieu of Hospira. [* * *] Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Commercial Sublicensee means a Sublicensee to whom Adapt has granted a right to offer for sale, have sold or sell one or more Products in all or a portion of the Territory