By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within thirty (30) days after M.I.T.’s demand, M.I.T. may immediately terminate this Agreement.
By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then THE PARTIES may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within thirty (30) days after THE PARTIES’s demand, THE PARTIES may immediately terminate this Agreement.
By SUBLICENSEE. If a Sublicensee brings a Patent Challenge or assists another party in bringing a Patent Challenge (except as required under a court order or subpoena), then Licensor may send a written demand to Licensee to terminate such sublicense. If Licensee fails to so terminate such sublicense within thirty (30) days after Licensor’s demand, Licensor may immediately terminate this Agreement.
By SUBLICENSEE. Sublicensee represents and warrants to Licensor and Sublicensor that:
(a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
(b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement;
(c) this Agreement constitutes the legal, valid and binding obligation of Licensee enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(d) all necessary limited liability company or corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Licensee to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; and
(e) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it.
By SUBLICENSEE. Any Sublicense must include provisions that give effect to and are consistent with the following clauses:
By SUBLICENSEE. If a Sublicensee brings a Patent Challenge or assists another party in bringing a Patent Challenge (except as required under a court order or subpoena), then Institution may send a written demand to Company to terminate such sublicense. If Company fails to so terminate such sublicense within thirty (30) days after Institution’s demand, Institution may immediately terminate this Agreement.
By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE against XXXXXXXXX and M.I.T. (except as required under a court order or subpoena), then XXXXXXXXX may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within [**] days after XXXXXXXXX’x demand, XXXXXXXXX may immediately terminate this Agreement and/or the license granted hereunder, unless SUBLICENSEE ceases such PATENT CHALLENGE by the end of such [**] day period.
By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within [***] after M.I.T.’s demand, M.I.T. may immediately terminate this Agreement.
By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within [********] after M.I.T.’s demand, M.I.T. may immediately terminate this Agreement [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
By SUBLICENSEE. Sublicensee represents and warrants to Sublicensor as follows:
(a) that Sublicensee has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
(b) that Sublicensee it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement;
(c) that this Agreement constitutes the legal, valid and binding obligation of Licensee enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(d) that all necessary corporate or other required action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Sublicensee to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect;
(e) that the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; and
(f) that Sublicensor has deliver and the Sublicensee acknowledges receipt of Sublicensor’s Business Opportunity Disclosure Statement (the “Disclosure Statement”), attached hereto as Exhibit C, as required under FTC Business Opportunity Rule, 16 CFR Part 437 and Chapter 559, Part VIII of the Florida Statutes.
