Licensee Right to Sublicense Sample Clauses

Licensee Right to Sublicense. Pursuant to the terms and conditions and subject to the exceptions and exclusions contained in this Agreement, the Licensed Rights include the right to sublicense to third parties the right to exercise the Licensed Rights (and all other rights and entitlements hereunder attendant and appurtenant thereto), subject, if applicable, to the approval of Licensor pursuant to Section 4.2.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Licensee Right to Sublicense. The rights granted to Licensee in Section 4.1.1.1 (License under TARP8 Technology), Section 4.1.2 (nACh Licenses) and Section 4.1.3 (Non-Exclusive Know-How Licenses) include the right to grant sublicenses, in multiple tiers, to [***]; provided, however, that Xxxxxxx will be notified by Licensee in writing within [***] after the grant of any permitted sublicense to a Third Party not working under the direction and control of Licensee. Such notification will include [***].
Sample 1Sample 2
Licensee Right to Sublicense. LICENSEE shall not have the right to further sublicense, assign or transfer the subject technology as defined in this Agreement, or any interest in or rights to a third party (i) except to an Affiliate of LICENSEE or (ii) except with the prior written consent of LICENSOR. “Change of Control. Notwithstanding anything else contained to the contrary in this Agreement, upon the occurrence of any Change of Control (as defined below) of LICENSEE, this Agreement hereunder shall automatically become non-exclusive unless, prior to the occurrence of such Change of Control (if by the judiciary proceeding or court actions within one month therefrom), LICENSOR has consented to such Change of Control in a writing; As used herein, the term “CHANGE OF CONTROL” means: (A) with respect to LICENSEE, the closing of a sale to or acquisition by a person or entity (“Purchaser”), for any reason whether by merger, consolidation, reorganization, court proceedings or actions, or other similar transaction or series of related transactions, of (i) all or substantially all of the assets of LICENSEE, or (ii) fifty percent (50%) or more of the combined voting power of LICENSEE’s then outstanding securities; OR (B) with respect to the Purchaser, through a shareholders’ meeting or a board meeting of the Purchaser, a change of fifty percent (50%) or more of the Purchaser’s then board. Should this Agreement become a non-exclusive license, the term of the License shall be a period of five years from the occurrence of the Change of Control unless terminated sooner in accordance with the provisions of the Agreement.
Sample 1
Licensee Right to Sublicense. Licensee will have the right to grant sublicenses under the rights granted to Licensee by Company pursuant to Section 2.1: (i) to its Affiliate that is Lian Cardiovascular or an Affiliate of Lian Cardiovascular [***]; provided that any such sublicense to Lian Cardiovascular will terminate if such sublicensee ceases to be an Affiliate of Licensee and any such sublicense to an Affiliate of Lian Cardiovascular will terminate if such sublicensee ceases to be an Affiliate of Licensee or of Lian Cardiovascular; or (ii) to an Affiliate of Licensee that is not Lian Cardiovascular nor an Affiliate of Lian Cardiovascular or to a Third Party [***]; provided that any such sublicense to an Affiliate that is not Lian Cardiovascular nor an Affiliate of Lian Cardiovascular will terminate if such sublicensee ceases to be an Affiliate of Licensee. Notwithstanding the foregoing, Licensee’s exercise of the sublicense right and its Affiliates’ exercise of the further sublicense right shall not have a material adverse impact on the value of the Warrant.
Sample 1
Licensee Right to Sublicense. Licensee will have the right to grant Sublicenses (through multiple tiers) to its Affiliates and to Third Parties, in each case, of any and all rights granted to Licensee by Company pursuant to Section 2.1 [***], but subject to the requirements of Section 2.2(b).
Sample 1
Licensee Right to Sublicense. Pursuant to the terms and conditions and subject to the exceptions and exclusions contained in this Agreement, the Licensed Rights include the right to sublicense to third parties the right to exercise the Licensed Rights (and all other rights and entitlements hereunder attendant and appurtenant thereto), subject, if applicable, to the approval of Licensor pursuant to Section 4.2. CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
Sample 1

Related to Licensee Right to Sublicense

  • Sublicense Rights Subject to the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX:

  • Sublicenses A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Time is Money Join Law Insider Premium to draft better contracts faster.