Sublicenses to Third Parties Sample Clauses

Sublicenses to Third Parties. (i) [***] Product Before Exercise of the [***] Profit Share Option. Before the Opt-In, each Party shall have the right to grant sublicenses of the license granted in Section 3.1(b)(i) or Section 3.2(b)(i) (as applicable), including sublicenses to a subset of the rights granted thereunder, to a third party only with the other Party’s express prior written consent.
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Sublicenses to Third Parties. Pharmasset may grant sublicenses to non-Affiliate third parties without any consent; provided, however, in the event that Pharmasset proposes to grant a sublicense to a prospective non-Affiliate sublicensee which is not listed among the top one hundred (100) pharmaceutical companies (based solely on pharmaceutical sales) by IMS, Pharmasset must first obtain the prior written consent of Bukwang and the Primary Licensors, which consent shall not be unreasonably withheld or delayed; provided, further, however, the grant of rights to a third-party distributor authorized to import Licensed Product (“Distributor”) to distribute a Licensed Product shall not be considered a sublicense and, therefore, Pharmasset shall not be required to obtain the prior consent of either Bukwang or the Primary Licensors prior to granting such rights to such Distributor. No sublicense granted by Pharmasset shall relieve it of any obligation hereunder. With respect to any sublicense for which Bukwang’s consent is not required pursuant to this Section 2.3, Pharmasset shall provide Bukwang with notice of its intention to grant a sublicense at least fifteen (15) days prior to entering into the applicable sublicense agreement. Pharmasset shall promptly provide Bukwang with a copy of any executed sublicense agreement subject to any third party confidentiality obligations.
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Sublicenses to Third Parties. 8 ARTICLE 4
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Sublicenses to Third Parties. (a) Kirin shall have the right to grant sublicenses under the Collaboration Technology (i) to its Affiliates to develop, make, have made, use, sell, offer for sale and import Collaboration Products and Kirin Products in the Kirin Territory without Dendreon's prior written approval, and (ii) to Third Parties solely for sale (but not therapeutic development) of Collaboration Products and Kirin Products incorporating Collaboration Technology in the Kirin Territory without Dendreon's prior written approval. Kirin and its Affiliates may conduct clinical development of particular Collaboration Products and Kirin Products incorporating Collaboration Technology in the Dendreon Territory and the Joint Territory so long as Kirin obtains Dendreon's prior written approval of the location and clinical study protocol of any such clinical work or study of each such Collaboration Product or Kirin Product, such approval not to be unreasonably withheld, and such work is intended to generate data to be used in obtaining Regulatory Approval of such Collaboration Product or Kirin Product for manufacturing, marketing and sale in the Kirin Territory.
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Sublicenses to Third Parties. Novavax shall have the right, without the consent of Wyeth, but with prompt (and in any case within ten (10) days after execution of the relevant sublicense agreement) written notice to Wyeth, to grant sublicenses under the license granted to Novavax herein to Third Parties for purposes of development and/or commercialization of Products; provided, that Novavax must obtain the prior written consent of Wyeth to sublicense the Licensed Patent Rights to any Third Party where such sublicense does not include a license to development and/or commercialization rights under other patent applications, patents or technology owned or controlled by Novavax, to such Third Party.
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Sublicenses to Third Parties. Xxxxxxx shall have the right to grant sublicenses to Third Parties through multiple tiers under the Product License granted to Xxxxxxx under Section 5.1.2, solely in accordance with this Section 5.5.2; provided, however, that any sublicense by Xxxxxxx (other than to a Third Party distributor on a regional basis) with respect to Commercialization of any Profit Share Product in the U.S. shall require the prior written consent of Fate. In addition, each Party shall have the right to grant sublicenses to Third Parties under the license granted to such Party under Section 5.1.2(a)(ii) (in the case of Xxxxxxx) or 5.2.2 (in the case of Fate) to Third Party CMOs solely in accordance with Section 9.10. The following terms shall apply to each Sublicense:
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Sublicenses to Third Parties. Each Party shall have the right to grant sublicenses to Third Parties under the licenses granted to it in Sections 10.1 and 10.2, as the case may be, only with the prior Party Written Consent of the other Party, which consent may be granted or withheld in its sole discretion (except that if such sublicense is granted following the termination of the Collaboration with respect to a country or Product, such consent shall not be unreasonably withheld with respect to such country or Product), and any applicable Third Party licensor, including as may be required pursuant to Section 10.3(a); provided, that if the Japan Option expires without it having been exercised (A) the consent of COLLABORATOR shall not be required in connection with BMS’s grant of license or sublicense rights to a Japan Licensee solely with respect to the research, development and commercialization of Apixaban Compounds, Apixaban Products, BMS New Collaboration Compounds. and BMS New Collaboration Products by such Japan Licensee in Japan and with respect to the manufacture of Apixaban Compounds, Apixaban Products, BMS New Collaboration Compounds and BMS New Collaboration Products solely for such purpose in accordance with Section 3.12, and (B) the consent of BMS shall not be required in connection with COLLABORATOR’s grant of license or sublicense rights to a Third Party solely with respect to the research, development and commercialization of COLLABORATOR New Collaboration Compounds and COLLABORATOR New Collaboration Products by such Third Party in Japan, and with respect to the manufacture of COLLABORATOR New Collaboration Compounds and COLLABORATOR New Collaboration Products solely for such purpose.
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Related to Sublicenses to Third Parties

  • Sales to Third Parties Material purchased from the Joint Property by third parties shall be credited by Operator to the Joint Account at the net amount collected by Operator from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in Section 5.2, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective materials or otherwise shall be charged back to the Joint Account if and when paid by Operator.

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Delegation to Third Parties Except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about the Adviser and any Fund to any such third party for the purposes of this paragraph, provided that the third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for any loss, mistake, gross negligence or misconduct caused by such third party.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • 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.

  • 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 sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • Third Party License Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Research Licenses The Parties shall, and do hereby grant to each other all required licenses (on a non-exclusive, non-sublicenseable, royalty-free, for research and development purposes only basis) in respect of an individual Party’s Intellectual Property necessary for the other Party to conduct the activities contemplated hereunder this Agreement.

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

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