Sublicenses to Third Parties Sample Clauses

The "Sublicenses to Third Parties" clause defines the conditions under which a licensee may grant some or all of their licensed rights to other parties who are not the original licensor or licensee. Typically, this clause outlines whether sublicensing is permitted, any restrictions or approvals required, and the obligations the sublicensee must follow. For example, it may specify that sublicenses can only be granted with the licensor’s written consent or that sublicensees must adhere to the same terms as the original agreement. The core function of this clause is to control and clarify how intellectual property rights can be further distributed, thereby protecting the licensor’s interests and ensuring proper oversight of the use of their property.
POPULAR SAMPLE Copied 2 times
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. (ii) [***] Product After Exercise of the [***]
View SourceView Similar (2)
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.
View Source
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.
View SourceView Similar (2)
Sublicenses to Third Parties. ▇▇▇▇▇▇▇ shall have the right to grant sublicenses to Third Parties through multiple tiers under the Product License granted to ▇▇▇▇▇▇▇ under Section 5.1.2, solely in accordance with this Section 5.5.2; provided, however, that any sublicense by ▇▇▇▇▇▇▇ (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 ▇▇▇▇▇▇▇) 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: (a) Each Sublicense shall refer to this Agreement, shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit the ability of the sublicensing Party (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or the other Party’s rights under this Agreement. (b) In such Sublicense, the Sublicensee shall agree to comply with all applicable terms and conditions of this Agreement. (c) Promptly after execution of the Sublicense agreement, the sublicensing Party shall provide a summary of such Sublicense to the other Party. (d) The sublicensing Party shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder. (e) Each Sublicense shall terminate immediately upon the termination of this Agreement (in whole or only with respect to the rights that are subject to such Sublicense). (f) The sublicensing Party shall obligate each of its Sublicensees to grant licenses to the sublicensing Party under any Patents and Know-How owned or controlled by such Sublicensee to enable the sublicensing Party to grant sublicenses to the other Party under such Patents and Know-How, to the extent that such Patents and Know-How would be licensed by the sublicensing Party to the other Party under the terms of this Agreement if such Patents and Know-How were solely owned by the sublicensing Party.
View Source
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.
View Source
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. (b) Dendreon 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 [*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Collaboration Products and Dendreon Products in the Dendreon Territory without Kirin's prior written approval, and (ii) to Third Parties solely for sale (but not therapeutic development) of Collaboration Products and Dendreon Products incorporating Collaboration Technology in the Dendreon Territory without Kirin's prior written approval. Dendreon and its Affiliates may conduct clinical development of particular Collaboration Products and Dendreon Products incorporating Collaboration Technology in the Kirin Territory and the Joint Territory so long as Dendreon obtains Kirin's prior written approval of the location and clinical study protocol of a any such clinical work or study of each such Collaboration Product or Dendreon 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 Dendreon Product for manufacturing, ...
View Source
Sublicenses to Third Parties. 8 ARTICLE 4
View Source

Related to Sublicenses to Third Parties

  • Links to Third Party Sites The Bank website may contain links to other websites ("Linked Sites"). Such links are provided solely as a convenience for you. While the Bank will attempt to select and provide links to Linked Sites that it believes may be of interest to its customers, the Bank does not screen, approve, review or otherwise endorse any content or information contained in any Linked Sites. You acknowledge and agree that the Bank, its affiliates and partners are not responsible for the contents of any Linked Sites, including the accuracy or availability of information provided by Linked Sites, and make no representations or warranties regarding the Linked Sites or your use of them.

  • Links to Third Party Sites/Third Party Services ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators. Certain services made available via ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ are delivered by third party sites and organizations. By using any product, service or functionality originating from the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ users and customers.

  • 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.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.