Performance by Affiliates and Sublicensees Clause Samples
The "Performance by Affiliates and Sublicensees" clause allows a party to fulfill its contractual obligations through its affiliates or sublicensees rather than performing all duties directly. In practice, this means that if a company has subsidiaries, parent companies, or entities to which it has granted sublicenses, those entities can carry out certain tasks or responsibilities under the agreement on the company's behalf. This clause is particularly useful in complex corporate structures or licensing arrangements, as it provides flexibility in how obligations are met and ensures that performance is not restricted solely to the contracting party, thereby facilitating efficient execution and broader operational reach.
Performance by Affiliates and Sublicensees. To the extent that this Agreement imposes obligations on Affiliates or sublicensees of a Party, such Party agrees to cause such Party’s Affiliates and sublicensees to perform such obligations.
Performance by Affiliates and Sublicensees. Each Party hereby acknowledges and agrees that it shall be responsible for the full and timely performance as and when due under, and observance of all applicable covenants, terms, conditions and agreements set forth in this Agreement by its Affiliate(s), licensees and Sublicensees.
Performance by Affiliates and Sublicensees. The Parties recognize that each may perform some or all of its obligations under this Agreement through Affiliates or Third Party subcontractors or Sublicensees, provided, however, that each Party will remain responsible and be guarantor of the performance by its Affiliates and Third Party subcontractors and Sublicensees and will cause them to comply with the provisions of this Agreement in connection with such performance. In particular, if any Affiliate of a Party or its Third Party subcontractor participates in Research under this Agreement or its Sublicensee with respect to Target Specific Biclonics, (a) the restrictions and obligations of this Agreement which apply to the activities of a Party will apply equally to the activities of such Affiliate and Third Party subcontractors and Sublicensees, and (b) the Party performing through such Affiliate or Third Party subcontractor or Sublicensee will assure, and hereby guarantees, that such performance will be consistent with the provisions of this Agreement. Any action or omission by a Party’s Affiliate, Third Party subcontractor, or a Sublicensee which would, if such action or omission were conducted by the Party, constitute a breach of the Party’s obligations under this Agreement will constitute a breach by the Party.
Performance by Affiliates and Sublicensees. Each Party acknowledges and accepts that the other Party may exercise its rights and perform its obligations (including granting or continuing licenses and other rights) under this Agreement either directly or through one or more of its Affiliates. A Party’s Affiliates will have the benefit of all rights (including all licenses and other rights) of such Party under this Agreement. Accordingly, in this Agreement “Licensee” will be interpreted to mean “Licensee or its Affiliates” and “AbbVie” will be interpreted to mean “AbbVie or its Affiliates” where necessary to give each Party’s Affiliates the benefit of the rights provided to such Party in this Agreement and the ability to perform its obligations (including granting or continuing licenses and other rights) under this Agreement; provided, however, that in any event each Party will remain responsible for the acts and omissions, including financial liabilities, of its Affiliates. For clarity, where provisions of this Agreement provide that Licensee shall be “solely” responsible for performing its obligations or the like with respect to a matter, AbbVie acknowledges and accepts that such provisions shall be interpreted to mean that, Licensee may perform such obligations either directly or through one or more of its Affiliates, or by a Sublicensee or permitted Third Party subcontractor of Licensee or any of its Affiliates.
Performance by Affiliates and Sublicensees. Either Party may use or permit one or more of its Affiliates or permitted sublicensees to exercise such Party’s rights or perform such Party’s obligations and duties hereunder and may provide such Affiliates or permitted sublicensees with information of the other Party (including Confidential Information of the other Party subject to compliance by such Affiliate or permitted sublicensee with Article XI) for such purposes; provided that the Parties shall remain primarily liable hereunder for the prompt payment and performance of all their respective obligations hereunder. For purposes of clarity, PEI shall not be considered a sublicensee of MERRIMACK for the purposes of this Section 16.7.
Performance by Affiliates and Sublicensees. Each Party hereby acknowledges and agrees that it shall be responsible for the full and timely performance as and when due under, and observance of all the covenants, terms, conditions and agreements set forth in, this Agreement by its Affiliate(s), (sub)licensee(s)/Sublicensees and Distributors, to the extent applicable. Any breach by any Affiliate of a Party, or any (sub)licensee/Sublicensee or Distributor, of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate(s) or its (sub)licensee(s)/Sublicensee(s) or Distributors.
Performance by Affiliates and Sublicensees. Each Party may use one (1) or more of its Affiliates and/or (sub)licensees to exercise its rights and/or perform its obligations and duties hereunder (including by licensing rights hereunder where such rights are held in the name of any such Affiliate). In such event: (a) [***]; (b) [***], and (d) [***].
Performance by Affiliates and Sublicensees. 2.5.1 The Parties recognize that each may perform some or all of its obligations under this Agreement, or exercise its rights under this Agreement, through Affiliates; provided, however, that each Party shall remain responsible for and be guarantor of the performance by its Affiliates and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Each Party hereby expressly waives any requirement that the other Party exhaust any right, power or remedy, or proceed against an Affiliate, for any obligation or performance hereunder prior to proceeding directly against such Party. Wherever in this Agreement the Parties delegate responsibility to Affiliates, the Parties agree that such entities may not make decisions inconsistent with this Agreement, amend the terms of this Agreement (except as permitted under Section 16.2) or act contrary to its terms in any way.
2.5.2 Ono shall have the right to sublicense its rights under the licenses granted under Sections 2.1.1(b), 2.1.1(c) and 2.1.2(b)(ii) only with respect to a contract research service provider in the case of a sublicense under Sections 2.1.1(b) and 2.1.2(b)(ii) or contract manufacturing service provider in the case of a sublicense under Section 2.1.1(c), and only in order to enable its rights (under the applicable license grant) in the Territory; provided that, with respect to each such sublicense, (i) Onyx shall be notified in writing regarding the identity of each sublicense that Ono desires to enter prior to the execution of a contract with each such sublicensee, (ii) Ono shall ensure that each of its sublicensees accepts and complies with all applicable terms and conditions of this Agreement, and Ono shall remain responsible for, and shall guarantee, the performance of its sublicensees hereunder, and (iii) any such sublicense shall contain a provision prohibiting such sublicensee from further sublicensing.
Performance by Affiliates and Sublicensees. The Parties recognize that each may perform some or all of its obligations under this Agreement through Affiliates or Sublicensees, provided, however, that each Party will remain responsible and be guarantor of the performance by its Affiliates and will cause its Affiliates and Sublicensees to comply with the provisions of this Agreement in connection with such performance. In particular, if any Affiliate of a Party or a Sublicensee participates in research under this Agreement or with respect to Products, (a) the restrictions of this Agreement which apply to the activities of a Party with respect to Products will apply equally to the activities of such Affiliate and Sublicensee, and (b) the Party affiliated with such Affiliate or Sublicensee will assure, and hereby guarantees, that any intellectual property developed by such Affiliate or Sublicensee will be governed by the provisions of this Agreement (and subject to the licenses set forth in Article 5) as if such intellectual property had been developed by the Party. Any action or omission by a Party’s Affiliate or a Sublicensee which would, if such action or omission were conducted by the Party, constitute a breach of the Party’s obligations under this Agreement will constitute a breach of such obligation by the Party (unless such obligation were otherwise satisfied by such Party or another of its Affiliates or Sublicensees).
Performance by Affiliates and Sublicensees. Chromocell shall be responsible for performance by each Affiliate and Chromocell Sublicensee of its obligations under this Agreement. Each sublicense granted by Chromocell pursuant to this Section 4.2 shall contain terms and conditions consistent with this Agreement. Without limiting the foregoing, each sublicense agreement shall contain the following provision: an automatic license to Chromocell, with the right to grant a further license to Benuvia pursuant to the terms and conditions of this Agreement, to any Know-How and under any Patent Rights that shall fall under the definition of Chromocell Products Know-How or Chromocell Product Patent Rights when Controlled by Chromocell.