Sublicense of Rights Sample Clauses

Sublicense of Rights. 28 12. Patent Filing, Prosecution and Maintenance and Exchange of Foreground PI....................................30 13. Assignment of Right and Obligations Under Certain Existing and Future Agreements............................34 14. Technical and Other Cooperation, Notebooks and Access to Documents..........................................35 15. Confidentiality and Parties As Third Party Beneficiaries....................................................36 16.
Sample 1
AutoNDA by SimpleDocs
Sublicense of Rights. 11.1. Except as may be provided otherwise under Paragraph 15.3, Article 19 or elsewhere in this Agreement, a licensee under Article 2, 3, 6, 7, 9 or 10 may sublicense its rights under such Articles (except, in the case of Article 7, as expressly limited or prohibited by Paragraph 7.1.2 and 7.1.3) to third parties which are not Affiliates of the licensee only as follows:
Sample 1
Sublicense of Rights. 1. ADEPT JAPAN hereby grants an exclusive sublicense to SILMA to copy the licensed software in the form of object code, incorporate it in the subject products and sell, have sold and distribute the same.
Sample 1
Sublicense of Rights. OMP hereby sublicenses to Rohto such rights as it has acquired from Senetek PLC related to products containing Kinetin in the territory of Japan as described herein above, consistently with and pursuant to the terms of the License Agreement.
Sample 1
Sublicense of Rights. Subject to the terms and conditions of this Agreement, and notwithstanding anything to the contrary in Section 11.3(vi), the Parties agree that Orexigen may [* * *] sublicense any or all of its rights under this Agreement (including but not limited to those set forth in Section 2.1) to a Third Party solely (i) in connection with Regulatory Approval for the Licensed Product for Orexigen (without the right to further sublicense) or (ii) in connection with a Product Partnering Agreement (any such party, a *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. “Sublicensee”). Notwithstanding anything to the contrary in this Section 2.2 or Section 11.3(vi), the Parties agree that a Sublicensee pursuant to Section 2.2(ii), including Orexigen’s Sublicensee, Takeda Pharmaceutical Company Limited, may [* * *] sublicense any or all of its rights under this Agreement to an Affiliate or another Third Party (any such party, a “Further Sublicensee”). Orexigen acknowledges and agrees that in no event will a Sublicense to any Sublicensee or any Further Sublicensee of any or all rights under this Agreement be deemed to relieve Orexigen of its liabilities or obligations to GSK under this Agreement. Orexigen expressly acknowledges and agrees that it will remain fully and unconditionally obligated and responsible for the full and complete performance of all of its obligations under the terms and conditions of this Agreement. In the event that Orexigen elects to sublicense as provided in this Section 2.2(ii), it will provide GSK with written notice thereof, which notice will include the identity and address of any Sublicensee, prior to the execution of any such Sublicense by Orexigen. Orexigen represents and warrants that the terms of any Sublicense will refer to this Agreement and Orexigen shall ensure that none of the terms of any Sublicense shall conflict with the terms of this Agreement. In the event of a conflict between the terms of this Agreement and the terms of any Sublicense, as between Orexigen and GSK, and/or as to any rights and/or obligations under this Agreement that are sublicensed to any Sublicensee or Further Sublicensee as provided herein, the terms of this Agreement will prevail.
Sample 1
Sublicense of Rights. Subject to the terms and conditions of this Agreement, the Parties agree that Orexigen may (without the consent of GSK) sublicense, without the right to further sublicense, any or all of its rights under this Agreement (including but not limited to those set forth in Section 2.1) to a Third Party solely (i) in connection with Regulatory Approval for the Licensed Product for Orexigen or (ii) in connection with a Product Partnering Agreement (any such party, a “Sublicensee”). Orexigen acknowledges and agrees that in no event will the Sublicense to any Sublicensee of any or all of its rights under this Agreement be deemed to relieve Orexigen of its liabilities or obligations to GSK under this Agreement. Orexigen expressly acknowledges and agrees that it will remain fully and unconditionally obligated and responsible for the full and complete performance of all of its obligations under the terms and conditions of this Agreement. In the event that Orexigen elects to sublicense as provided in this Section 2.2(ii), it will provide GSK with written notice thereof, which notice will include the identity and address of any Sublicensee, prior to the execution of any such Sublicense by Orexigen. Orexigen represents and warrants that the terms of any such Sublicense will refer to this Agreement and Orexigen shall ensure that none of the terms of such Sublicense shall conflict with the terms of this Agreement. In the event of a conflict between the terms of this Agreement and the terms of such Sublicense, as between Orexigen and GSK, and/or as to any rights and/or obligations under this Agreement that are sublicensed to any Sublicensee as provided herein, the terms of this Agreement will prevail.
Sample 1
Sublicense of Rights. 26 SECTION 18.2. Notice of Patent Infringement................................26 SECTION 18.3.
Sample 1
AutoNDA by SimpleDocs
Sublicense of Rights. IGI agrees that if this Agreement is -------------------- terminated based on a breach by IGI, it will grant to GW a sublicense under the Patent Rights to the extent necessary to make, use, offer for sale and sell any Products.
Sample 1

Related to Sublicense of Rights

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Lapse of Rights If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) hereof or to arrange for the sale of the rights upon the terms described in Section 4.4(b) hereof, the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution. Notwithstanding anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act covering such offering is in effect or (ii) unless the Company furnishes at its expense the Depositary with opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes and/or other governmental charges, the amount distributed to the Holders shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes and/or charges. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights or otherwise to register or qualify the offer or sale of such rights or securities under the applicable law of any other jurisdiction for any purpose.

  • Sublicense Rights Subject to the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

  • Nonexclusivity of Rights Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to Exploit the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Field in the Takeda Territory.

  • License Grant Subject to the terms and conditions of this Agreement, including the Retained Rights, Licensor hereby grants to Licensee an exclusive, sublicensable (as provided in Section 2.4 only), non-transferable (except as provided in Section 10.2), royalty-bearing, worldwide license, under the Licensed Patents to make, have made, use, import, sell, and offer for sale Licensed Products solely in the Field, including, for the avoidance of doubt, the right to conduct research and development.

  • License Grants Subject to the terms of this Agreement, M.I.T. hereby grants to COMPANY and its AFFILIATES for the TERM a royalty-bearing license under the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY.

  • Right to Sublicense So long as COMPANY remains the exclusive licensee of the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY shall have the sole right to sublicense any alleged infringer in the FIELD in the TERRITORY for future use of the PATENT RIGHTS in accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such sublicense shall be shared equally between COMPANY and M.I.T.; other revenues to COMPANY pursuant to such sublicense shall be treated as set forth in Article 4.

Time is Money Join Law Insider Premium to draft better contracts faster.