Assignment and Sub-license. It is expressly agreed by and between the Parties that juridical possession of the Premises shall be always that of the Licensor. The Licensee is granted a personal, non-transferable and non-assignable licence to use the Premises on the terms and conditions stated herein. Notwithstanding the foregoing, the Licensee shall subject to prior written permission from the Licensor (which permission shall not be unreasonably withheld by the Licensor) be free to sublicense the Premises, provided granting of such a sub-license shall not discharge the Licensee of its obligations hereunder.
Assignment and Sub-license. Neither this Agreement nor any of the rights, interests, options or obligations hereunder may be assigned, sublicensed or delegated by either of the Parties without the prior written consent of the other Party, provided, however, that either CollaGenex or Atrix may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business pertaining to this Agreement, or in the event of its merger or consolidation or change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this Agreement or that Party may assign or sublicense any and all of its rights, interests, options, and delegate all obligations hereunder, to any Affiliate of such Party (and such Affiliate may further assign or sublicense this Agreement to such Party or any other Affiliate of such Party) without the consent of the other Party. In the event of an assignment or sublicense to an Affiliate, the assigning Party shall guarantee the performance of such assignee or sub-licensee. The assignment or sublicense to an Affiliate shall not operate to discharge the assignor or sub-licensor from any obligation under this Agreement. Any assignment which contravenes this Section 19.12 shall be void ab initio.
Assignment and Sub-license. Neither Party shall sub-license any of its rights or obligations under this Agreement, in whole or in part to any person, firm, partnership, or other entity, except to an Affiliate, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, a Party may assign this Agreement in connection with (i) the transfer of all or substantially all of its assets or its Impede Technology assets (by merger, sale of assets or otherwise) to the transferee thereof or (ii) the sale of its line of business to which this Agreement relates, provided however, that Acura will cause the acquirer to confirm with Bayer prior to closing such transaction that Bayer has such licenses to and a non-compete with respect to the Developed Product as are provided herein. Notwithstanding the foregoing, nothing shall prevent Bayer from offering to acquire the Developed Product intellectual property from Acura on terms negotiated between the parties.
Assignment and Sub-license. UGS shall have the right to assign and/or sub-license all or any part of its rights under the License to the Licensed Rights to other persons without limitation, including but not limited to the right to sub-license as UGS may see fit for the purposes of establishing a system for the sale or distribution of the Licensed Rights. In addition, UGS may assign or transfer all of its other rights hereunder, including any rights subject to confidentiality, provided that any assignment or transfer by UGS of any rights or obligations under this Agreement, other than the Licensed Rights and Trademark License, shall be subject to the prior written consent of such assignee to be bound by the applicable terms and conditions of this Agreement (a copy of which consent shall be provided to MSC).
Assignment and Sub-license. 16.1 This Licence shall enure to the benefit of and be binding upon the successors and assigns of the Parties.
16.2 Unless otherwise stated herein, the Company shall not assign, sublicense, transfer, convey, or encumber this Licence except upon prior written consent of the Minister.
16.3 Except as provided for in this Agreement, any assignment, sublicense, transfer, conveyance, or encumbrance of this Licence without the Minister's prior written consent shall be void and of no effect. Moreover
(a) If an assignment is subject to any consideration, the Company shall pay to the Minister ONE HALF (50%) of any lump sum and monetary value of any other consideration.
(b) The Minister's consent to an assignment or other transfer of rights shall, in all cases, be withheld until the Company delivers to the Minister all reports and payments due to Canada and the Minister under this Agreement.
16.4 The Minister may assign this Agreement and its entire right, title, and interest in the Patent Rights and upon notice to the Company with respect to any such assignment, the Minister will be released from his obligations under this Agreement.
Assignment and Sub-license. 11.1 Except as provided in Section 11.2 below, the Parties agree that LICENSEE may assign, transfer, or subcontract, in whole or in part, this Agreement or the respective rights, duties, obligations, and responsibilities, only with the expressed written consent by Licensor, such consent not to be unreasonably withheld, and provided that the assignee is not a direct competitor of the LICENSOR in the United States of America in the steak house business or its franchisees in the steak house business.
11.2 The LICENSEE shall have the right under this Agreement to "sub-license" the use of the Trademarks for the operation of the Restaurants in the Territory, provided always that the amount of the sub-licensees shall not exceed fifty percent (50%) of the total units owned and operated by the LICENSEE at any time in connection with this Agreement. It is additionally agreed by the parties hereto, that in no event may the "sub-license" be granted to a competitor of the LICENSOR in the United States of America in the steak house business or its franchisees in the steak house business.
11.3 For the purposes of this Section, "sub-licensee" is defined as the direct holder of the business as a going concern of operating Restaurant, who is, in the meanwhile, (a) the owner or the lessee - as the case may be - of the premises where the operating Restaurant is located, (b) the holder of the administrative authorizations required for the carry on of the business concerning the Restaurant, and (c) is the subject who mostly sustained the financing required for the setting up of the business concerning the Restaurant.
Assignment and Sub-license. This Agreement shall be binding upon, and inure to the benefit of, the parties, their legal representatives, successors and permitted assigns. Except as specifically permitted in this Agreement, Licensee may not assign or sub-license its rights or delegate its duties hereunder, in whole or in part, to any third party without the prior written consent of Licensor.
Assignment and Sub-license. Elan-Polo may not assign or sub-license its rights under this Technology Agreement to third parties, either by operation of law or otherwise, and any such right is expressly withheld from this Technology Agreement. Elan-Polo, however, is granted the right to allow the manufacturers listed in Exhibit E (“Approved Manufacturers”) to manufacture the Licensed Products in accordance with the terms and conditions of this Technology Agreement. Elan-Polo agrees not to manufacture, either directly or indirectly, the Licensed Products, or any other wheeled footwear, either partially or completely, at any other facility other than the locations listed in Exhibit E. Elan-Polo shall notify Heeling in writing of any proposed amendment to Exhibit E prior to the tooling, production or manufacture of any Licensed Products or wheeled footwear by a manufacturer or third party other than those shown in Exhibit E, and Heeling shall have thirty (30) days to approve or reject such a proposed amendment. Elan-Polo also agrees that Heeling shall have the right to audit and inspect such facilities, if requested, at least five times annually, provided however that Heeling shall give three (3) days written notice of such audit and inspection. In the event of material and repeated (at least three for a particular quality control issue) quality control complaints reported to Elan-Polo by Elan-Polo customers within a six month period, Heeling may remove a factory from the approved manufacturers list by providing to Elan-Polo ninety (90) days written notice of such removal.
Assignment and Sub-license. As previously recited in Article 2(a)(ii) above, Licensee shall have the right to sub-license, assign and contract any portion of this Agreement to Sub- Licensees and Affiliates who agree to be bound by the terms and conditions of this Agreement. Licensor shall be entitled to assign its rights to receive license fees payable hereunder, without Licensee's consent.
Assignment and Sub-license. 12.1 This Agreement may be assigned by LICENSEE, in whole or part, at LICENSEE's sole discretion to any Affiliate, as defined in Article I, without the requirement of prior consent from LICENSOR, so long as assignee agrees to be bound by the applicable terms and conditions of this Agreement and assumes such terms and conditions in writing with a copy of same delivered to LICENSOR.
12.2 LICENSOR hereby grants LICENSEE any and all rights and authority to sub-license LICENSE RIGHTS of PHER-02, Licensed Products, Licensed Processes, in whole or in part, at LICENSEE's sole discretion to the Livzon Pharmaceutical Group, Inc., of Quangdong Province, China, a Shanghai listed public company. Notwithstanding the foregoing, this Agreement may be assigned by LICENSEE, in whole or part, to another party or parties of LICENSEE's determination with the requirement of prior consent from LICENSOR. Such consent from LICENSOR shall not be unreasonably withheld. All rights granted to LICENSEE under the terms of this Agreement shall be conferred to all sub- licensees.
12.3 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to LICENSOR of Articles VIII, X, and XI of this Agreement shall be binding upon the sub-licensee as if it were a party to this Agreement. LICENSEE further agrees to attach copies of these sections and articles to any sub-license agreements.
