Sublicensing Rights Clause Samples
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Sublicensing Rights. (a) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that:
(i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof;
(ii) the Sublicensing Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder;
(iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder;
(iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***].
Sublicensing Rights. 00 LICENSEE shall have the right under the LICENSED PATENTS to grant sublicenses to third parties at royalty rates not less than those required to be paid as specified in Paragraph 3.02, Article III, subject to the provisions of this Agreement and to the submission to and approval by LICENSOR’S Representative, which approval shall not be unreasonably withheld. Any sublicense shall make reference to this License including those rights retained by LICENSOR. Such sublicenses shall be non-assignable by LICENSEE without the written approval of the LICENSOR, which approval shall not be unreasonably withheld, except to the successor of that part of the LICENSEE’S business to which this Agreement pertains. A copy of any sublicense shall be furnished to LICENSOR’S Representative promptly after its execution. In the event of a material default by any sublicensee under a sublicense agreement, LICENSEE will inform LICENSOR and has the right to take such action, after consultation with LICENSOR, which in LICENSEE’S reasonable business judgment will address such default.
Sublicensing Rights. 6.1 Licensee may grant sublicenses under the Licensed Patent Technology during the term of this Agreement to make, have made, import, use, have used, offer for sale and sell Licensed Products in the Licensed Territory. Each and every Sublicensee relationship shall be evidenced by a written agreement and made subject to Licensor’s approval (as required by 37 CFR 404.5(b)(4)), and each and every sublicense shall by proper reference be made subject and subordinate to this Agreement, including those rights retained by Licensor hereunder, consistent with the relevant provisions hereof that apply to sublicenses. A copy of any and all sublicenses shall be furnished to Licensor’s Representative promptly after its execution.
6.2 Modification or termination by Licensor under Article XI of any of the provisions of this Agreement shall modify or terminate all sublicenses, respectively, provided that any Sublicensee may elect to continue its sublicense by advising Licensor in writing, within 45 days of the Sublicensee’s receipt of written notice of such termination, of its election, and of its agreement to assume in respect to Licensor all the obligations (including obligations for payment) contained in its sublicensing agreement with Licensee. Any sublicense granted by Licensee shall contain corresponding provisions to those of this Article VI respecting conversion and termination and the conditions of continuance of sublicenses.
6.3 Licensee shall not grant or exercise any rights, which are inconsistent with the rights and obligations of Licensee or act in conflict with the residual rights of Licensor hereunder. Any Sublicensee agreement shall include an audit right by Licensor of the same scope as provided in Article V with respect to Licensee.
Sublicensing Rights. (a) The licenses granted under the Protea License may be sub-licensed by LMS to any Third Parties without the need to obtain prior consent from Protea. LMS shall inform Protea of the name of the sub-licensee and the scope of the rights sub-licensed. However, LMS must ask Protea's prior written consent if LMS wishes to sub-license said rights to the Protea restricted entities referred to in Exhibit D. Protea shall be entitled to amend such entities referred to in Exhibit D at any time and at the latest 12 months before the first application for a Marketing Authorization for the Product, developed under the Development Program, is submitted by a Party.
(b) Notwithstanding the foregoing, in the event LMS grants the sub-license referred to in the preceding sub-Section, LMS shall ensure that such sub-license does not adversely impact or otherwise restrict Protea's rights under this Agreement.
Sublicensing Rights. (a) The rights granted under the LMS Off Project License may be sub-licensed by Protea to any Third Parties without the need to obtain prior consent from LMS. Protea shall inform LMS of the name of the sub-licensee and the scope of the rights sub-licensed. However, Protea must ask LMS' prior written consent if Protea wishes to sub-license said rights to the LMS restricted entities referred to in Exhibit D.
(b) Notwithstanding the foregoing, in the event Protea grants the sub-license referred to in the preceding sub-Section, Protea shall ensure that such sub-license does not adversely impact or otherwise restrict LMS' rights under this Agreement.
Sublicensing Rights. 2.2.7.1 Sections 2.2.1, 2.2.2, and 2.2.4. Each of the foregoing license grants in Section 2.2.1, 2.2.2, and 2.2.4 hereof includes the right of Archemix to grant sublicenses to its Affiliates and any Third Party. Any sublicense may include the right to grant further sublicenses. If this Agreement is terminated, Archemix shall provide SomaLogic with notice of any granted sublicenses and a copy of any sublicense agreements related thereto, and any granted sublicenses shall remain in full force and effect, provided, that, the sublicensee is not Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. then in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of the sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of such sublicense agreement, SomaLogic shall enter into appropriate agreements or amendments to such sublicense agreement to substitute itself for Archemix as the licensor thereunder.
2.2.7.2 Sections 2.2.3, 2.2.5, and 2.2.6. Each of the foregoing license grants in Section 2.2.3, 2.2.5, and 2.2.6 hereof includes the right of Archemix to grant sublicenses to its Affiliates and any Archemix Collaborative Partner, provided that each of any such sublicenses shall be limited to programs directed to the research, discovery or development of Aptamer Therapeutic Products by Archemix or Archemix Collaborative Partners. Any sublicense may include the limited right to grant further sublicenses solely for such purposes. If this Agreement is terminated, Archemix shall provide SomaLogic with notice of any granted sublicenses and a copy of any sublicense agreements related thereto, and any granted sublicenses shall remain in full force and effect, provided that the sublicensee is not then in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic as a licensor under the terms and conditions of the sublicense agreement. If this Agreement is terminated, provided that the sublicensee of a granted sublicense is not in breach of its sublicense agreement and the sublicensee agrees to be bound to SomaLogic a...
Sublicensing Rights. Guardian grants to Calyx for the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to grant to its Customers a non-exclusive, non-transferable perpetual sublicense to use Guardian technologies software Components in the context of Calyx Offering under the Sublicense Agreement, as follows:
(i) to use the Components solely for Customer’s own internal processing operations. Customer may not re-license the Components or use the Components for third-party training, commercial time-sharing, rental or services bureau use without prior written permission from Guardian.
(ii) to integrate FlowPoint software components.
(iii) Calyx and Guardian Technologies will agree on performance and specification of each new RIS/PACS project or any other needed integration prior to purchase order acceptance. Each new agreed upon specification will be appended to the contract. For purposes of this contract Calyx wishes to provide integration into the ▇▇▇▇▇-Delft PACS and Guardian wishes to provide such integration of its RIS software. Exhibit E provides the agreed upon integration specification.
(iv) and shall not allow or permit its employees, representatives, agents or its sublicenses to sell, assign, lease, sublicense, transfer or disclose to any third party, or allow any third party to use, the software or the documentation, except as specifically permitted pursuant to this agreement or copy or otherwise reproduced the software or any portion thereof except as necessary for the customers use, testing, backup or archival of the software in accordance with the terms and conditions of this agreement. Each copy, whether complete or partial shall bear the same copyright notices and restrictions, if any, as are included in the material delivered to the customer. All copies shall be the sole and exclusive property of Guardian Technologies and shall be subject to the terms and conditions of this agreement.
(v) to copy the Components solely for archival or backup purposes; no other copies shall be made without Guardians Technologies prior written consent. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies.
(vi) in the event that Guardian Technologies revokes the Calyx distribution license Guardian will not have the option of recalling and removing FlowPoint software licenses from customer’s installations.
(vii) Guardian Technologies can upon its determination revoke distribution license for cause; su...
Sublicensing Rights. THE REGENTS also grants to LICENSEE the right to issue royalty-bearing sublicenses to third parties in the Field of Use, having rights no greater than those granted to LICENSEE, provided that LICENSEE has exclusive rights in such Licensed Patents, Licensed Copyrights, and Licensed Trademarks in the Field of Use at the time of sublicensing. LICENSEE may issue sublicenses to Licensed Trademarks only in conjunction with LICENSEE's sublicensing of Licensed Patents and Licensed Copyrights.
Sublicensing Rights. P&G shall have the right to sublicense, through multiple tiers of sublicense, the rights granted to it pursuant to Section 4.3 and Sequenom shall have the right to sublicense, through multiple tiers of sublicense, the rights granted to it pursuant to Section 4.4(b)(ii).
Sublicensing Rights. Each member of the Kellanova Group may sublicense its rights under this Agreement to any Sublicensee; provided, that all of the obligations and limitations imposed on Kellanova and any member of its Group pursuant to this Agreement (including those relating to quality control) shall be binding upon any Sublicensee of Kellanova or any member of its Group on the same basis, and to the same extent, as they are binding upon Kellanova or any member of its Group, and Kellanova or any member of the Kellanova Group shall be responsible for, and shall ensure its Sublicensees’ compliance, therewith. Each member of the Kellanova Group shall remain fully liable for any acts or omissions of its Sublicensees as if undertaken by Kellanova or any member of its Group, and shall be jointly and severally liable for any damages caused to the WKKC Group as a result thereof.