Sub-licensing Sample Clauses
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Sub-licensing. 2.3.1 Acorda may sub-license or otherwise authorise one or more third parties (each a Designee) to use, import, offer for sale, promote, distribute, sell and otherwise exploit the Product in one or more countries of the Territory (but not the rights to manufacture the Product which may only be sub-licensed in accordance with the provisions of the Supply Agreement). In circumstances where the third party is entitled to, or is likely to be able to obtain, access to the CMC Section, the prior written consent of Elan shall be obtained to any sub-licence or other agreement permitted by this Article 2.
3.1 which consent shall not be unreasonably withheld or delayed. In the event that the Third Party is entitled to access to Confidential Information disclosed by Elan to Acorda, the agreement between the Third Party and Acorda shall contain obligations of confidentiality no less onerous than those set out in this Agreement. Elan shall be furnished with a copy of the proposed and the executed sub-licence or other agreement contemplated by this Article 2.
3.1 Any sub-licence or other agreement permitted by this Article 2.3.1 shall be subject to the terms of this Agreement, but excluding the right to grant a sub-licence. Acorda shall use its reasonable endeavours to ensure that Elan shall have the same rights of audit and inspection vis a vis a Designee, as Elan has pursuant to this Agreement concerning Acorda. A sub-licence may be granted by Acorda without any obligation upon the Designee to pay to Acorda or Elan any amounts other than those set out in this Agreement.
2.3.2 Insofar as the obligations owed by Acorda to Elan are concerned, Acorda shall remain responsible for all acts and omissions of any Designee as if such acts and omissions were by Acorda. Any sub-licence or other agreement permitted by Article 2.3.1 shall automatically and immediately terminate on termination of this Agreement.
2.3.3 For the avoidance of doubt, the Parties hereby confirm that In Market sales of the Product by any Designee shall constitute sales by Acorda for the purposes of Article 5.6.
Sub-licensing. Nuvectis may grant sub-licences (through multiple tiers) of its rights under this Agreement, provided that:
(1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement;
(2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition;
(3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted;
(4) [***];
(5) [***];
(6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement;
(7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP;
(8) [***];
(9) it shall diligently collect all amounts due under each sub-licence;
(10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder;
(11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement;
(12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly;
(13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Thi...
Sub-licensing. Sub- Licensing: Licensee shall be entitled to sub-license the licensed space allotted to him subject to conditions as stipulated in clause 3.4 of the Draft License Agreement.
Sub-licensing. Without the District’s prior written consent, Licensee shall not sub-license or lease to any third party, including but not limited to allowing third parties to place Attachments on District Facilities, including Overlashing, or to place Attachments for the benefit of such third parties on District’s Poles. Any such action shall constitute a material breach of this Agreement. The use of Licensee’s Attachments by third parties (including but not limited to leases of dark fiber) that involves no additional Attachment or Overlashing is not subject to this Paragraph.
Sub-licensing. The Licensee shall not be entitled to sub-license the advertisement rights allotted to him.
Sub-licensing. The Licensee shall be entitled to sub-license the built-up space to any person or entity (the “Sub-Licensee”), with due permission from Maha-Metro. Further sub- licensing by a Sub-Licensee is not permitted.
Sub-licensing. This License is personal to Licensee and Licensee may not assign this License or any right hereunder, nor give any security interest herein or any right hereunder, nor may this License be assigned by operation of law. Any attempted assignment of this License, subletting or sharing of the assigned Exhibit Space or other rights under this License by Licensee or by operation of law or the giving of any security interest herein shall, at Licensor’s option, constitute a material breach of this Agreement and shall be void, unless Licensor provides prior written approval. EXHIBIT SPACE LOCATION: This License provides Licensee the right to display in the Summit at an Exhibit Space to be assigned by Licensor within its sole discretion. Licensor anticipates assigning the Exhibit Space as described on page 1 of this Agreement and Licensor reserves the right to change the assigned Exhibit Space if Licensor determines, at its sole discretion, that it is required in the best interests of the Summit and Licensor will notify Licensee of any such change. A layout can be found on the Licensor’s website. EXHIBIT SPACE ACCESS / OCCUPANCY BY LICENSEE: Licensee's right of access to the premises shall be limited to the period of time designated for operation of the Summit as mentioned above, including set-up and move-out time as determined by Licensor and at such other times as may be agreed to in writing from time to time between Licensor and Licensee. Licensee shall have persons working for Licensee wear appropriate identification as issued by Licensor in Licensee’s Exhibit Space at all times that the Summit is open and during set-up and move-out and at such other times as may be required by Licensor. All demonstrations or other promotional activities, including the distribution of promotional materials, must be confined to the Exhibit Space assigned under the License and may not extend to the common areas of the Summit. COMPLIANCE with SHERATON DOWNTOWN DENVER (SDD) and CITY OF DENVER REGULATIONS: Licensee will comply with all of the rules and regulations of the SDD and the City of Denver. A copy of the SDD’s General Rules and Regulations for Exhibits are attached and are fully incorporated into this Agreement as if recited herein. Licensee also agrees to comply with any and all COVID- 19 related protocols and regulations issued by or through the SDD and which will be continued to be communicated by SDD and/or Licensor and updated on either Licensor’s website, w ▇▇.▇▇▇▇▇▇▇▇▇▇...
Sub-licensing. No licensing or sub-licensing may be granted by the Exhibitor to any other party. The Exhibitor shall not assign or sublet the Booth or any part thereof. The Organiser and/or the Manager may assign or transfer its rights and/or obligation. The Exhibitor may not assign or transfer any of its right or obligations under this Agreement.
Sub-licensing. Licensee shall not sub-license space on a CPS Energy Pole to any third- party, or place an Attachment or Overlash for the benefit of any third-party on a Pole or Attachment Arm. Any such action shall constitute a material breach of this Agreement. The use of Licensee’s Communications Facilities by third-parties (including, but not limited to, leases of dark fiber) that involves no additional Attachment or Overlash is not subject to the provisions of this Section 9.3.
Sub-licensing. If you want to forbid the Licensee to grant sub-licenses, add the following paragraph: If you want to allow the Licensee to grant sub-licenses, add the following paragraph:
a) the Sub-License shall include obligations on the Sub-Licensee that are equivalent to the obligations on the Licensee under this Agreement and limitations of liability that are equivalent to those set out in this Agreement;
b) the Sub-License shall terminate automatically on the termination of this Agreement for any reason;
c) the Sub-License shall not permit the Sub-Licensee to further sub-license any of the Intellectual Property Rights;
d) within thirty (30) days of the grant of any sub-license the Licensee shall provide a true copy of it;
e) the Licensee shall be responsible for any breach of the sub-license by the Sub- Licensees, as if the breach had been that of the Licensee under this Agreement, and the Licensee shall indemnify the Licensor against any losses, damages, costs, claims, and expenses which are awarded against or suffered by the Licensor as a result of any such breach by the Sub-Licensee.”