Sublicenses Generally Sample Clauses

The "Sublicenses Generally" clause defines the conditions under which a licensee may grant sublicenses to third parties. It typically outlines whether sublicensing is permitted, any restrictions or requirements for doing so, and the responsibilities of the original licensee regarding the actions of sublicensees. For example, it may require the licensee to ensure that sublicensees comply with the terms of the original agreement or to obtain the licensor's consent before granting a sublicense. This clause is essential for clarifying the extent of the licensee's rights and for protecting the licensor's interests by controlling how and to whom the licensed rights may be further distributed.
Sublicenses Generally. Subject to compliance by ▇▇▇▇▇ with its obligations under Sections 2.2.2 (Restricted Period) and 2.3 (Right of First Negotiation), the licenses granted under Section 2.1 (Grant) may be sublicensed, in full or in part, by ▇▇▇▇▇ by a written agreement to its Affiliates or Third Parties (with the right to sublicense through multiple tiers), provided, however, that as a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense shall be consistent with and subject to the terms and conditions of this Agreement, and (b) ▇▇▇▇▇ will continue to be responsible for full performance of ▇▇▇▇▇’▇ obligations under the Agreement and will be responsible for all actions of such Sublicensee as if such Sublicensee were ▇▇▇▇▇ hereunder.
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Sublicenses Generally. (a) During the period from the Effective Date until the date of AMGEN’s receipt of the Percentage (as defined in the Side Letter) (the “Payment Period”), the licenses granted under Section 2.1 (Grant) may be sublicensed (with the right to sublicense through multiple tiers) by JASPER, in full or in part, to (i) any of its wholly owned subsidiaries, (ii) any of its Affiliates with AMGEN’s written consent (such consent not to be unreasonably withheld, conditioned or delayed, provided that, for clarity, any withholding of consent shall not be deemed unreasonable if AMGEN has a reasonable concern about value of the licenses granted herein transferring to a JASPER Affiliate from which AMGEN will not be entitled to direct or indirect compensation via […***…]), or (iii) pursuant to a bona fide arms-length licensing transaction with an Affiliate or Third Party, in each case, documented in a written agreement, provided, however, that as a condition precedent to and requirement of any such sublicense: (A) such sublicense shall be consistent with and subject to the terms and conditions of this Agreement, (B) JASPER will continue to be responsible for full performance of JASPER’s obligations under the Agreement and will be responsible for all actions of such Affiliate or Sublicensee as if such Affiliate or Sublicensee were JASPER hereunder, and (C) Amgen will have no direct obligation to such Affiliate or Sublicensee in connection with its Exploitation of a Product. (b) Following the Payment Period, the licenses granted under Section 2.1 (Grant) may be sublicensed (with the right to sublicense through multiple tiers) by JASPER, in full or in part, to any of its Affiliates or a Third Party, documented in a written agreement, provided, however, that as a condition precedent to and requirement of any such sublicense: (i) such sublicense shall be […***…] Amgen will have […***…] in connection with […***…]. (c) With respect to any sublicense granted to (i) an Affiliate that is not a wholly owned subsidiary of Jasper or (ii) a Third Party, JASPER shall furnish AMGEN with (A) written notice of any such sublicense within […***…] following execution of the applicable sublicense agreement, and (B) a fully executed copy of such sublicense agreement promptly after its execution, subject to redaction as JASPER or such Third Party Sublicensee reasonably believes necessary to comply with confidentiality obligations, provided, however, that no information that is reasonably necessary f...
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Sublicenses Generally. Parent shall pay an amount (the “Sublicense Payments”) equal to ****** of all Sublicense Income actually received after the Closing Date by Parent, the Surviving Corporation or any of their respective Affiliates.
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Related to Sublicenses Generally

  • Sublicenses (a) Subject to the terms and conditions contained herein, Licensee may grant a sublicense of its rights hereunder to any of its Affiliates to use the Licensed Marks in connection with the support of the Existing Products in the Territory. Any such sublicence shall be granted solely so as to enable such Affiliates to continue to support Existing Customers use of those Existing Products on or after the date of this Agreement (each such permitted sublicensee, an “Affiliate Sublicensee”). For purpose of this Agreement, “Affiliate” is defined as any entity that, at the time of determination, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Licensee, whether by contract, possession (directly or indirectly) of power to direct or cause the direction of the management or policies of such entity or the ownership (directly or indirectly) of securities or other interests in such entity). (b) In addition to the right to grant sublicenses pursuant to this Section 1.3, Licensee and each Affiliate Sublicensee shall be permitted to allow those resellers or distributors of the Existing Products prior to the date of this Agreement (the “Existing Resellers and Distributors”) to continue to use the Licensed Marks solely to support the use of those Existing Products by the Existing Customers to the same extent as those Existing Resellers and Distributors have been performing such obligations under the relevant agreement with Licensee or such Affiliate Sublicensee prior to the date of this Agreement. Each such agreement shall contain restrictions on the use of the Licensed Marks by the Existing Resellers and Distributors which are consistent with the restrictions contained herein. (c) Notwithstanding the grant of any sublicense hereunder, Licensee shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its Affiliate Sublicensees, or Existing Resellers and Distributors with respect to the Licensed Marks. The Licensee shall notify the Licensor promptly in writing upon becoming aware that the use of the Licensed Marks by any Affiliate Sublicensee or any of the Existing Resellers and Distributors is in breach of the terms of this Agreement. (d) No such Affiliate Sublicensee or Existing Reseller and Distributor shall be permitted to sublicense to any other person or entity the rights granted to it with respect to the Licensed Marks.

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • 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.

  • Development License Subject to the terms and conditions of this ▇▇▇▇, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.