Sublicenses. Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a ...
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. 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:
Sublicenses. Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to this Section 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as a result of the preceding sentence.
Sublicenses. 3.1 The Regents also grants to the Licensee the right to issue sublicenses to third parties to make, have made, use, and sell Licensed Products and to practice Licensed Method, provided the Licensee has current exclusive rights thereto under this Agreement. To the extent applicable, such sublicenses shall include all of the rights of and obligations due to The Regents (and, if applicable, the United States Government) that are contained in this Agreement.
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. 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. CERES shall have the right to grant SUBLICENSES within the LICENSED TERRITORY provided that:
Sublicenses. Company may, with the prior written approval of CHMC on a case by case basis, enter into written agreements with Sublicensees granting them sublicenses of Company’s rights hereunder to develop, make, lease, sell, license or otherwise distribute Products and practice the Processes consistent with the terms of this Agreement. Each sublicense will be embodied in a written document which (a) contains provisions at least as favorable to CHMC for the protection of its rights and limitation of its liability exposure as the terms of this Agreement, and development and commercialization obligations commensurate in scope as those set forth for Company in this Agreement; (b) contains all rights and obligations due to CHMC contained in this Agreement; (c) names CHMC as a third party beneficiary who may directly enforce the sublicense agreement as if it were a party thereto; and (d) does not permit the Sublicensee to grant further sublicenses. Company will provide CHMC unredacted copies of any executed sublicense agreements and amendments thereto within fifteen (15) days after their execution and an updated list of all Sublicensees from time to time upon CHMC’s request. Company will promptly collect all royalties and other amounts due from such Sublicensees and will take appropriate enforcement action against such Sublicensees for any failure to pay or properly calculate payments. Company will not receive or agree to receive anything of value in lieu of monetary consideration from Sublicensees or amend such sublicense agreements without CHMC’s prior written consent. All of the terms of this Agreement will apply to each such Sublicensee to the same extent as they apply to Company. Company hereby guarantees the compliance with and performance by each of its Sublicensees of all applicable provisions of this Agreement , and any breach of this Agreement by a Sublicensee will be deemed a breach by Company. No sublicenses will relieve Company of its obligations under Article 4. Any purported sublicenses in violation of this Paragraph will be void. Affiliates will not have a right to grant any sublicenses.
Sublicenses. Subject to the terms and conditions of this Agreement, TDCC shall have the right to grant sublicenses under the rights granted in Section 4.1 above to Affiliates of TDCC; provided that the terms of each such sublicense shall be consistent with the terms of this Agreement. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and that TDCC shall remain responsible for all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(iv). TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (i) the identity of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relates.
