Right of Sublicense Clause Samples

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Right of Sublicense. LICENSEE may sublicense the Trade Secret to its Affiliates without the prior consent of PRF.
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Right of Sublicense. Any sublicense granted by Licensee to any Sublicensee shall be subject to a written sublicense agreement that contains terms and conditions that (a) impose obligations that are comparable to the obligations applicable to Licensee under this Agreement including, but not limited to, the audit rights set forth in Section 3.8, (b) are at least as protective of the Licensed Patents, Licensed Know-How and Licensor Confidential Information (as defined in Section 5.1) as the terms contained in this Agreement and (c) include no provisions that would be a violation of any terms and conditions set forth in this Agreement. Without limiting the foregoing, each such sublicense agreement shall provide that Licensor is a third party beneficiary of such sublicense agreement, with the right to enforce the terms thereof in the event that Licensee does not enforce its rights. Licensee shall notify Licensor in writing of the grant of any such sublicense within ten (10) days thereof, which notice shall identify the Sublicensee and shall be accompanied by a copy of the applicable sublicense agreement. The terms of such sublicense agreements, and the identity of all Sublicensees shall be Confidential Information (as defined below) of Licensee. Licensee shall use Commercially Reasonable Efforts to monitor the performance of any Sublicensee under any sublicense granted pursuant to this Section 2.1.2.
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Right of Sublicense. Licensee shall have the right to engage Third Party sublicensees to develop and Commercialize Licensed Products provided that Licensee satisfies the conditions of this Section. At Licensee’s request, ▇▇▇ ▇▇▇▇ shall permit Licensee to grant a Third Party sublicensee (“Third Party Sublicensee”) a sublicense under the Licensed Patents and Licensed Know-How to develop and Commercialize, solely for Licensee, Licensed Products and components thereof, provided, however that (i) Licensee provides ▇▇▇ ▇▇▇▇ with a reasonably detailed description of the proposed sublicense arrangement, (ii) said Third Party Sublicensee agrees to protect the confidential information of ▇▇▇ ▇▇▇▇ consistent with the terms and provisions of Section 10; and (iii) Licensee obtains the prior written approval of ▇▇▇ ▇▇▇▇ of said Third Party Sublicensee, such approval not to be unreasonably withheld or delayed. ▇▇▇ ▇▇▇▇ shall not be deemed to have unreasonably withheld such approval if such proposed sublicense (i) is contrary to or negates the effect of any provision of this Agreement or (ii) puts ▇▇▇ ▇▇▇▇ in a less advantageous position than it would be absent such sublicense, including with respect to the guarantee obligations of the Guarantor. For avoidance of doubt Third Party Sublicensees shall not include CROs or contract manufacturers.
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Right of Sublicense. Any sublicense granted by Licensee to any Sublicensee shall be subject to a written sublicense agreement that contains terms and conditions that (a) impose obligations that are comparable to the obligations applicable to Licensee under this Agreement, including, but not limited to, the audit rights set forth in Section 3.8, (b) are at least as protective of the Licensed Patents, Licensed Know-How and Licensor Confidential Information (as defined in Section 5.1) as the terms contained in this Agreement and (c) include no provisions that would be a violation of any terms and conditions set forth in this Agreement. Without limiting the foregoing, each such sublicense agreement shall provide that Licensor is a third-party beneficiary of such sublicense agreement, with the right to enforce the terms thereof in the event that Licensee does not enforce its rights. Licensee shall notify Licensor in writing of the grant of any such sublicense [***], which notice shall identify the Sublicensee and shall be accompanied by a copy of the applicable sublicense agreement. Licensee shall also provide Licensor with a copy of any other agreement that impacts the Royalties, Milestone Payments and Sublicense Income under this Agreement and entered into between Licensee and a Sublicensee (or any Third Party related to such Sublicensee) that relate to [***], but excluding, in any event, agreements relating to any financing or monetization transactions. The terms of such sublicense agreements shall be Confidential Information (as defined below) of Licensee. Licensee shall use Commercially Reasonable Efforts to monitor the performance of any Sublicensee under any sublicense granted pursuant to this Section 2.1.2. In the event that Licensee and/or a Sublicensee desire to remove or amend any provision under a sublicense agreement that could impact Royalties, Milestone Payments or Sublicense Income hereunder, Licensee shall give prior written notice [***] to Licensor stating verbatim the relevant proposed amendments and revisions between Licensee and Sublicensee. In the event that Licensor, [***], provides written comments to Licensee, Licensee shall reasonably consider all such comments.
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Right of Sublicense. Elanco shall have the right to sublicense the Licensed IP.
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Right of Sublicense. The licenses granted in this Agreement includes the right of SensiVida to grant sublicenses to third parties of the rights given to SensiVida in Section 2.1 and subsection 2.4(b).
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Right of Sublicense 
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Related to Right of Sublicense

  • Limited Right of Sublicense The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

  • Grant of Sublicense Subject to the terms and conditions of this Agreement, Adviser hereby grants to the Trust a non-transferable sublicense to use the Index (and associated data and information) listed on Exhibit A in the manner set forth in, and subject to the terms of, the License Agreement.

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

  • 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.