Sublicensees and Subcontractors Sample Clauses

Sublicensees and Subcontractors. VERTEX shall notify MITSUBISHI in writing in advance of granting any sublicenses pursuant to Section 2.3.1. VERTEX shall guarantee and be responsible to MITSUBISHI for the performance of any of its sublicensees or subcontractors under any sublicense or other agreement with respect to the rights granted to VERTEX by MITSUBISHI and the obligations assumed by VERTEX hereunder. VERTEX shall not permit any subcontractors or sublicensees to use MITSUBISHI Technology without provisions safeguarding confidentiality equivalent to those provided in this Agreement. VERTEX will ensure that any such provisions will allow MITSUBISHI the right to directly enforce the obligations of confidentiality with respect to MITSUBISHI Technology in the possession of the subcontractor or sublicensee.
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Sublicensees and Subcontractors. MITSUBISHI shall notify VERTEX in writing of any sublicense it intends to grant pursuant to Section 2.1.1 [***]. Notwithstanding the foregoing, MITSUBISHI may sublicense its rights under the license granted in Section 2.1.1 to any of its Affiliates, with prior notice to but without the consent of VERTEX. MITSUBISHI shall guarantee and be responsible to VERTEX for the performance of any of its sublicensees or subcontractors under any sublicense or other agreement with respect to the rights granted to MITSUBISHI by VERTEX and the obligations assumed by MITSUBISHI hereunder. MITSUBISHI shall not permit any subcontractors or sublicensees to use VERTEX Technology without provisions safeguarding confidentiality equivalent to those provided in this Agreement. MITSUBISHI shall ensure that any such provisions allow VERTEX the right to directly enforce the obligations of confidentiality with respect to VERTEX Technology in the possession of the subcontractor or sublicensee.
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Sublicensees and Subcontractors. As applicable in the case of JBI having exercised the License Option, Scholar Rock shall have the option as practicable, at its sole discretion, to assume the rights and obligations of JBI (or any of its Affiliates) in each sublicense agreement or subcontract with respect to any Licensed Product; provided, however, that to the extent that Scholar Rock does not so assume such rights and obligations, such sublicense and/or subcontract, as applicable, shall terminate.
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Sublicensees and Subcontractors. SERONO shall guarantee and be responsible to VERTEX for the performance of any of its sublicensees or subcontractors under any sublicense or other agreement with respect to the rights granted to SERONO by VERTEX and the obligations assumed by SERONO hereunder. SERONO shall not permit any subcontractors or sublicensees to use VERTEX Technology without provisions safeguarding confidentiality equivalent to those provided in this Agreement. Any such provisions will allow VERTEX the right to directly enforce the obligations of confidentiality with respect to VERTEX Technology in the possession of the subcontractor or sublicensee.
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Sublicensees and Subcontractors. Haisco may grant sublicenses under this Agreement to one or more sublicensees, and may exercise its rights or perform its Development obligations under this Agreement through one or more subcontractors, provided that: (a) use of a subcontractor and/or grant of a sublicense requires the prior written approval of Aquestive, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that the prior written consent of Aquestive is hereby waived if and to the extent Haisco, upon written notice to Aquestive: (i) grants to its Affiliate(s) such sublicense or subcontract, or (ii) subcontracts certain activities related to Development of the Product to Third Party contract research organizations (each, a “CRO”) and grants such sublicense to the CRO to the extent necessary or appropriate for them to conduct the subcontracted activities, or (iii) subcontract certain activities related to Commercialization of the Product to Third Party distributors, sub- distributors or sales agents (each, a “Distributor”) and grants such sublicense to the Distributor to the extent necessary or appropriate for them to conduct the subcontracted activities (collectively, the “Permitted Sublicensees”); (b) Haisco will remain responsible for the work allocated to, and payment to, such subcontractor or sublicensee to the same extent it would if it had done such work itself; (c) each subcontractor or sublicensee other than the Permitted Sublicensees performs work on the basis of a written contract which is not inconsistent with Section 9.3.3, Section 9.3.4, Section 9.3.5 and Section 10 below; and (d) each Permitted Sublicensee agrees in writing to assign all Intellectual Property developed in the course of performing any such work in relation to the Product to Haisco (or, in the event such assignment is not feasible, a license to such Intellectual Property with the right to sublicense to Aquestive) on an exclusive, worldwide royalty-free basis.
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Sublicensees and Subcontractors. (1) Each Party and its permitted sublicensees may exercise any of the rights or obligations that such Party may have under an applicable IP License by subcontracting all or any portion of the activities covered by the applicable IP License and, in connection with any such subcontracting, to permit any Third Party subcontractor to perform the activities subcontracted to such Third Party subcontractor, provided that such Third Party subcontractor agrees in writing: (a) to comply with provisions relating to confidentiality, non-disclosure and non-use at least as stringent as those in this Agreement, and (b) that such Third Party subcontractor receives from the applicable Party or permitted sublicensee only a non-exclusive right under the IP License to carry out, on behalf of the applicable Party or permitted sublicensee, the activities permitted under the applicable IP License, which non-exclusive right shall otherwise be no greater in scope than the applicable IP License. Subcontracting as contemplated by this Section 8.9(1) by either Party or a permitted sublicensee of any of the rights or obligations that such Party may have under an applicable IP License shall not relieve such Party or applicable permitted sublicensee from any of its obligations under this Agreement. (2) In any sublicense permissible under any of the IP Licenses the following will apply: (a) all sublicenses shall be non-exclusive with no right of assignment and shall not exceed the scope of rights to which the applicable sublicensor is entitled to grant pursuant to this Agreement; (b) any sublicensee will be under the same obligations as to confidentiality, non-disclosure and non-use that the Parties have to each other under this Agreement; (c) any sublicensee will only have the right to sublicense its rights under the applicable IP License to an Affiliate of such sublicensee, except that a sublicensee or its Affiliates may also engage subcontractors in accordance with Section 8.9(1); and (d) the sublicensees will have no right to commence any proceedings for infringement, misappropriation or misuse of any of the licensed subject matter, without the prior written consent of the licensor Party and furthermore subject to the terms of Section 8.12 to Section 8.15.
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Sublicensees and Subcontractors. Promptly after notice of termination or nine (9) months prior to expiration of this Agreement, SKK shall disclose to Crinetics any contracts between SKK or its Affiliates with Third Party with respect to the Licensed Product in the Territory, including the terms thereof (“SKK Third Party Agreements”); provided that SKK may redact any commercially sensitive terms. Such SKK Third Party Agreements shall, at the request of Crinetics in its discretion, be assigned to Crinetics with Commercially Reasonable Effort. In the event such assignment is not requested by Crinetics or is not possible, then the rights of such Third Parties (if any) with respect to Compounds and Licensed Products in the Territory shall terminate upon termination or expiration of SKK’s rights with respect to the Territory under this Agreement. SKK shall ensure that its Affiliates and such Sublicensees and subcontractors (if not assigned to Crinetics pursuant to this Section 13.7(c)) shall transition Compounds and Licensed Products back to Crinetics in the manner set forth in this Section 13.7 as if such Affiliate, Sublicensee or subcontractor were named herein.
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Related to Sublicensees and Subcontractors

  • Contractors and Subcontractors Drug-Free Workplace Act of 1988 1) Publish and give a policy statement to all covered employees informing them that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the covered workplace and specifying the actions that will be taken against employees who violate the policy. 2) Establish a drug-free awareness program to make employees aware of a) the dangers of drug abuse in the workplace; b) the policy of maintaining a drug-free workplace; c) any available drug counseling, rehabilitation, and employee assistance programs; and d) the penalties that may be imposed upon employees for drug abuse violations. 3) Notify employees that as a condition of employment on a federal contract or grant, the employee must a) abide by the terms of the policy statement; and b) notify the employer, within five (5) calendar days, if he or she is convicted of a criminal drug violation in the workplace. 4) Notify the contracting or granting agency within ten (10) days after receiving notice that a covered employee has been convicted of a criminal drug violation in the workplace. 5) Impose a penalty on or require satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is convicted of a reportable workplace drug conviction. 6) Make an ongoing, good faith effort to maintain a drug-free workplace by meeting the requirements of the act.

  • Employees and Subcontractors The Contractor shall ensure that PII is not disclosed to employees, subcontractors, or other persons or entities unless they have a legitimate educational interest and only for purposes necessary to provide services under the Contract. The Contractor agrees that it will not utilize any subcontractors or outside entities to provide services outside the Contract and shall not disclose any PII other than as required in this DPA. Contractor shall ensure that all employees and subcontractors comply with the terms of this DPA and are provided with any training on all applicable state and federal laws and regulations that protect the confidentiality of PII before being provided access to PII. If disclosure of PII is required by law or court order, the Contractor shall notify the BOCES and New York State Education Department no later than the time the PII disclosure is required unless such notice is expressly prohibited by law or the court order.

  • Contractor’s Employees and Subcontractors (a) Contractor shall only disclose PII to Contractor’s employees and subcontractors who need to know the PII in order to provide the Services and the disclosure of PII shall be limited to the extent necessary to provide such Services. Contractor shall ensure that all such employees and subcontractors comply with the terms of this DPA. (b) Contractor must ensure that each subcontractor performing functions pursuant to the Service Agreement where the subcontractor will receive or have access to PII is contractually bound by a written agreement that includes confidentiality and data security obligations equivalent to, consistent with, and no less protective than, those found in this DPA. (c) Contractor shall examine the data security and privacy measures of its subcontractors prior to utilizing the subcontractor. If at any point a subcontractor fails to materially comply with the requirements of this DPA, Contractor shall: notify the EA and remove such subcontractor’s access to PII; and, as applicable, retrieve all PII received or stored by such subcontractor and/or ensure that PII has been securely deleted and destroyed in accordance with this DPA. In the event there is an incident in which the subcontractor compromises PII, Contractor shall follow the Data Breach reporting requirements set forth herein. (d) Contractor shall take full responsibility for the acts and omissions of its employees and subcontractors. (e) Contractor must not disclose PII to any other party unless such disclosure is required by statute, court order or subpoena, and the Contractor makes a reasonable effort to notify the EA of the court order or subpoena in advance of compliance but in any case, provides notice to the EA no later than the time the PII is disclosed, unless such disclosure to the EA is expressly prohibited by the statute, court order or subpoena.

  • SUBCONTRACTORS AND SUPPLIERS The Commissioner reserves the right to reject any proposed Subcontractor or supplier for bona fide business reasons, including, but not limited to: the company failed to solicit New York State certified minority- and women-owned business enterprises as required in prior OGS Contracts; the fact that such Subcontractor or supplier is on the New York State Department of Labor’s list of companies with which New York State cannot do business; the Commissioner’s determination that the company is not qualified or is not responsible; or the fact that the company has previously provided unsatisfactory work or services.

  • CONTRACTOR's Agents and Subcontractors To impose the same restrictions and conditions set forth in this Personal Information and Security Contract on any subcontractors or other agents with whom CONTRACTOR subcontracts any activities under the Agreement that involve the disclosure of DHCS PI or PII to such subcontractors or other agents.