Common use of APPOINTMENT OF SUB-LICENSEES Clause in Contracts

APPOINTMENT OF SUB-LICENSEES. 12.1 the Licensee may appoint any sub-licensee PROVIDED THAT: (a) the Licensee has first obtained the Licensor's written consent; (b) such Sub-Licensee is party to a written agreement with the Licensee which binds it to all the terms and conditions of this Agreement insofar as they relate to contract, manufacture or Sub-Licensing, the use of the Technology and any other provision which is relevant or necessary to enable the Licensee to fulfill its obligations under this Agreement to the Licensor and the Licensee shall not in any event enter into any such agreement unless and until the final text thereof has been approved by the Licensor in writing; (c) such agreement shall provide for automatic termination upon the termination of this Agreement and where in this Agreement the consent, permission or approval of the Licensor is required or any right of inspection is given to the Licensor under any provision, there shall be required under the corresponding provision in such Sub-License the consent, permission or approval of the Licensor and the Licensee and there shall be given a right of inspection to the Licensor and the Licensee; (d) the Licensee shall take all necessary steps at its own expense (including the bringing of legal proceedings) to secure the performance and observance by the Sub-Licensee of the terms and undertakings contained in such sub- license or sub-contract on its part to be observed and performed; (e) the Licensee shall not charge or accept a lump sum, premium or similar payment in connection with the appointment of any Sub-Licensee except on payment of an agreed share thereof to the Licensor. 12.2 The Licensee shall be responsible to the Licensor for payments due in respect of sales of Licensed Products by Sub-Licensees as though they were sales by the Licensee.

APPOINTMENT OF SUB-LICENSEES. 12.1 the Licensee may appoint any subSub-licensee Licensee PROVIDED THAT: (a) the Licensee has first obtained the Licensor's written consent; (b) such Subsub-Licensee licensee is party to a written agreement with the Licensee which binds it to all the terms and conditions of this Agreement insofar as they relate to contract, manufacture or Sub-Licensing, the use of the Technology and any other provision which is relevant or necessary to enable the Licensee to fulfill its obligations under this Agreement to the Licensor and the Licensee shall not in any event enter into any such agreement unless and until the final text thereof has been approved by the Licensor in writing; (c) such agreement shall provide for automatic termination upon the termination of this Agreement and where in this Agreement the consent, permission or approval of the Licensor is required or any right of inspection is given to the Licensor under any provision, there shall be required under the corresponding provision in such Subsub-License license the consent, permission or approval of the Licensor and the Licensee and there shall be given a right of inspection to the Licensor and the Licensee; (d) the Licensee shall take all necessary steps at its own expense (including the bringing of legal proceedings) to secure the performance and observance by the Sub-Licensee of the terms and undertakings contained in such sub- license or sub-contract on its part to be observed and performed; (e) the Licensee shall not charge or accept a lump sum, premium or similar payment in connection with the appointment of any Sub-Licensee except on payment of an agreed share thereof to the Licensor. 12.2 The Licensee shall be responsible to the Licensor for payments due in respect of sales of Licensed Products by Sub-Licensees as though they were sales by the Licensee.

APPOINTMENT OF SUB-LICENSEES. 12.1 the Licensee may appoint any subSub-licensee Licensee PROVIDED THAT: (a) the Licensee has first obtained the Licensor's written consent; (b) such Sub-Licensee is party to a written agreement with the Licensee which binds it to all the terms and conditions of this Agreement insofar as they relate to contract, manufacture or Subsub-Licensinglicensing, the use of the Technology and any other provision which is relevant or necessary to enable the Licensee to fulfill its obligations under this Agreement to the Licensor and the Licensee shall not in any event enter into any such agreement unless and until the final text thereof has been approved by the Licensor in writing; (c) such agreement shall provide for automatic termination upon the termination of this Agreement and where in this Agreement the consent, permission or approval of the Licensor is required or any right of inspection is given to the Licensor under any provision, there shall be required under the corresponding provision in such Subsub-License license the consent, permission or approval of the Licensor and the Licensee and there shall be given a right of inspection to the Licensor and the Licensee; (d) the Licensee shall take all necessary steps at its own expense (including the bringing of legal proceedings) to secure the performance and observance by the Sub-Licensee of the terms and undertakings contained in such sub- sub-license or sub-contract on its part to be observed and performed; (e) the Licensee shall not charge or accept a lump sum, premium or similar payment in connection with the appointment of any Sub-Licensee except on payment of an agreed share thereof to the Licensor. 12.2 The Licensee shall be responsible to the Licensor for payments due in respect of sales of Licensed Products by Sub-Licensees as though they were sales by the Licensee.