Common use of Limited Right to Sublicense Clause in Contracts

Limited Right to Sublicense. Licensee shall not sublicense any of the Licensed Brand Assets during the Term and in the Territory to any other Person without UL’s prior written consent, except that Licensee may sublicense to third Persons who are collaborating on projects with Licensee (e.g., universities, government agencies and law enforcement agencies) with respect to the Standards Field of Use and/or third Person representatives of Licensee that are engaged by and acting on behalf of Licensee in furtherance of Licensee’s activities with respect to the Standards Field of Use, including third Persons providing marketing, promotional or support services or products to Licensee (each, a “Sublicensee”). UL’s approval shall be required for any other potential sublicensees, and thus Licensee shall notify UL of its desire to enter into any sublicense agreement and UL will have thirty (30) days thereafter to request any additional information and to notify Licensee whether or not it consents to such sublicense. If UL has not responded prior to the end of such thirty (30)-day period, such sublicense shall be deemed approved and shall be considered a Sublicensee. Licensee may only grant sublicenses to the Licensed Brand Assets to Sublicensees in writing on a non-exclusive, non-transferable, revocable and terminable basis and all remaining terms shall be further limited solely to the rights granted to Licensee herein. Notwithstanding the foregoing, Licensee shall not grant a sublicense of any rights or licenses (i) to which it is not granted rights hereunder, (ii) to any UL Competitor, or (iii) to any third Person whose exercise thereof either UL and/or Licensee believes (in their respective reasonable judgment) would reasonably be expected to have an adverse effect on the UL Masterbrand, any of the Licensed Brand Assets, or any goodwill associated therewith or the business and/or reputation of UL. Licensee will enforce all of its rights under each agreement with a Sublicensee in relation to the Licensed Brand Assets, including as may be reasonably required by UL. Licensee will not be relieved of any of its obligations hereunder with respect to any sublicense to a Sublicensee and will be responsible for any action (or inaction) of each Sublicensee with respect to any such sublicense as if such action (or inaction) were an action (or inaction) of Licensee as relates to the Licensed Brand Assets. Licensee shall require that each Sublicensee not further sublicense or otherwise transfer or grant to any other party any of the rights granted to it without Licensee’s prior written consent. Notwithstanding any other provision in this Agreement, under no circumstances will Licensee permit any Sublicensee to use the Circle Logo by itself except to the extent Licensee is permitted to do so in accordance with this Agreement.

Limited Right to Sublicense. Licensee shall not sublicense any of the Licensed Brand Assets during the Term and in the Territory to any other Person without UL’s prior written consent, except that Licensee may sublicense to third Persons who are collaborating on projects with Licensee (e.g., universities, government agencies and law enforcement agencies) with respect to the Standards Research Field of Use and/or third Person representatives of Licensee that are engaged by and acting on behalf of Licensee in furtherance of Licensee’s activities with respect to the Standards Research Field of Use, including third Persons providing marketing, promotional or support services or products to Licensee (each, a “Sublicensee”). UL’s approval shall be required for any other potential sublicensees, and thus Licensee shall notify UL of its desire to enter into any sublicense agreement and UL will have thirty (30) days thereafter to request any additional information and to notify Licensee whether or not it consents to such sublicense. If UL has not responded prior to the end of such thirty (30)-day period, such sublicense shall be deemed approved and shall be considered a Sublicensee. Licensee may only grant sublicenses to the Licensed Brand Assets to Sublicensees in writing on a non-exclusive, non-transferable, revocable and terminable basis and all remaining terms shall be further limited solely to the rights granted to Licensee herein. Notwithstanding the foregoing, Licensee shall not grant a sublicense of any rights or licenses (i) to which it is not granted rights hereunder, (ii) to any UL Competitor, or (iii) to any third Person whose exercise thereof either UL and/or Licensee believes (in their respective reasonable judgment) would reasonably be expected to have an adverse effect on the UL Masterbrand, any of the Licensed Brand Assets, or any goodwill associated therewith or the business and/or reputation of UL. Licensee will enforce all of its rights under each agreement with a Sublicensee in relation to the Licensed Brand Assets, including as may be reasonably required by UL. Licensee will not be relieved of any of its obligations hereunder with respect to any sublicense to a Sublicensee and will be responsible for any action (or inaction) of each Sublicensee with respect to any such sublicense as if such action (or inaction) were an action (or inaction) of Licensee as relates to the Licensed Brand Assets. Licensee shall require that each Sublicensee not further sublicense or otherwise transfer or grant to any other party any of the rights granted to it without Licensee’s prior written consent. Notwithstanding any other provision in this Agreement, under no circumstances will Licensee permit any Sublicensee to use the Circle Logo by itself except to the extent Licensee is permitted to do so in accordance with this Agreement.

Limited Right to Sublicense. Licensee shall not be entitled to sublicense any of the Licensed Brand Assets during the Term its rights granted under Section 2.2 (Clinical and in the Territory to any other Person without UL’s prior written consent, except that Licensee may sublicense to third Persons who are collaborating on projects with Licensee (e.g., universities, government agencies and law enforcement agenciesTherapeutic Use License) with respect to each Specified Indication for each Specified Product to one Third Party sublicensee per such Specified Indication for such Specified Product in each country of the Standards Field Territory provided that any sublicense by Licensee to an Affiliate shall not count toward the foregoing one Third Party sublicensee limitation but that any such Affiliate that is a sublicensee shall only be permitted to sublicense to only one Third Party sublicensee per such Specified Indication for such Specified Product in each country of Use and/or third Person representatives the Territory. Such commercial rights shall not be further sublicensable through additional tiers by any such sublicensee of Licensee that are engaged without FCDI’s prior written consent not to be unreasonably withheld, denied or delayed, which consent may be contingent on receipt of consent from XXXX. If FCDI consents to such sublicense request, FCDI shall promptly submit such sublicense request to XXXX for and shall use commercially reasonable efforts to obtain XXXX’x consent thereto. Each such sublicense shall be subject to the terms and conditions of this Agreement and applicable provisions of the XXXX In-License Agreement as expressly modified as set forth in the XXXX Side Letter. Licensee and any Permitted Sublicensee shall have the right to contract with Licensee Service Providers to practice under Licensee’s and such Permitted Sublicensee’s “have made;” “have sold,” or “have used” rights under the Licensed IP by and acting or on behalf of Licensee in furtherance or such Permitted Sublicensee, at the direction and for the sole benefit of Licensee’s activities with respect to the Standards Field of Use, including third Persons providing marketing, promotional Licensee or support services or products to Licensee (each, a “Sublicensee”). UL’s approval shall be required for any other potential sublicensees, and thus Licensee shall notify UL of its desire to enter into any sublicense agreement and UL will have thirty (30) days thereafter to request any additional information and to notify Licensee whether or not it consents to such sublicense. If UL has not responded prior to the end of such thirty (30)-day period, such sublicense shall be deemed approved and shall be considered a Permitted Sublicensee. Any such Licensee may only grant sublicenses Service Providers are permitted to practice the Licensed Brand Assets to Sublicensees in writing on a non-exclusive, non-transferable, revocable and terminable basis and all remaining terms shall be further limited IP solely to the rights granted to Licensee herein. Notwithstanding the foregoing, Licensee shall not grant a sublicense of any rights or licenses (i) to which it is not granted rights hereunder, (ii) to any UL Competitor, or (iii) to any third Person whose exercise thereof either UL and/or Licensee believes (in their respective reasonable judgment) would reasonably be expected to have an adverse effect on the UL Masterbrand, any of the Licensed Brand Assets, or any goodwill associated therewith or the business and/or reputation of UL. Licensee will enforce all of its rights under each agreement with a Sublicensee in relation to the Licensed Brand Assets, including as may be reasonably required by UL. Licensee will not be relieved of any of its obligations hereunder with respect to any sublicense to a Sublicensee and will be responsible for any action (or inaction) of each Sublicensee with respect to any such sublicense as if such action (or inaction) were an action (or inaction) of Licensee as relates to the Licensed Brand Assetspurposes. Licensee shall require promptly transmit (and in no event more than [***]) after entering into each sublicense with a Third Party as described in the first three sentences of this Section 2.3 (Limited Right to Sublicense), a copy of each such executed sublicense to FCDI; provided that each Sublicensee Licensee shall be entitled to redact sensitive information not further sublicense or otherwise transfer or grant reasonably required to any other party any of the rights granted to it without monitor Licensee’s prior written consent. Notwithstanding any other provision in and such Permitted Sublicensee’s compliance with their obligations hereunder and enforce FCDI’s rights under this Agreement, under no circumstances will . Licensee permit shall remain liable for all acts and omissions by any Sublicensee to use the Circle Logo by itself except to the extent Licensee is permitted to do so in accordance with this Agreementsuch sublicensee.

Limited Right to Sublicense. Licensee shall (a) Except as provided in Section 2.2(b), the license grant in Section 2.1 does not sublicense include the right for AeroGrow to grant sublicenses to others to use the Hydroponic IP in any manner or in connection with any goods or services, but AeroGrow may permit the distribution by third party distributors of the Licensed Brand Assets during the Term and Products in the Territory to any other Person without UL’s prior written consent, except that Licensee may sublicense to third Persons who are collaborating on projects with Licensee (e.g., universities, government agencies and law enforcement agencies) with respect to the Standards Field of Use and/or third Person representatives of Licensee that are engaged by and acting on behalf of Licensee in furtherance of Licensee’s activities with respect to the Standards Field of Use, including third Persons providing marketing, promotional or support services or products to Licensee (each, a “Sublicensee”). UL’s approval shall be required for any other potential sublicensees, and thus Licensee shall notify UL of its desire to enter into any sublicense agreement and UL will have thirty (30) days thereafter to request any additional information and to notify Licensee whether or not it consents to such sublicense. If UL has not responded prior to the end of such thirty (30)-day period, such sublicense shall be deemed approved and shall be considered a Sublicensee. Licensee may only grant sublicenses to the Licensed Brand Assets to Sublicensees in writing on a non-exclusive, non-transferable, revocable and terminable basis and all remaining terms shall be further limited solely to the rights granted to Licensee herein. Notwithstanding the foregoing, Licensee shall not grant a sublicense of any rights or licenses (i) to which it is not granted rights hereunder, (ii) to any UL Competitor, or (iii) to any third Person whose exercise thereof either UL and/or Licensee believes (in their respective reasonable judgment) would reasonably be expected to have an adverse effect on the UL Masterbrand, any of the Licensed Brand Assets, or any goodwill associated therewith or the business and/or reputation of UL. Licensee will enforce all of its rights under each agreement with a Sublicensee in relation to the Licensed Brand Assets, including as may be reasonably required by UL. Licensee will not be relieved of any of its obligations hereunder with respect to any sublicense to a Sublicensee and will be responsible for any action (or inaction) of each Sublicensee with respect to any such sublicense as if such action (or inaction) were an action (or inaction) of Licensee as relates to the Licensed Brand Assets. Licensee shall require that each Sublicensee not further sublicense or otherwise transfer or grant to any other party any of the rights granted to it without Licensee’s prior written consent. Notwithstanding any other provision in this Agreement, under no circumstances will Licensee permit any Sublicensee to use the Circle Logo by itself except to the extent Licensee is permitted to do so in accordance with this Agreement. (b) AeroGrow shall be permitted to grant written sublicenses of the rights granted to AeroGrow in Section 2.1 to third parties to make and use Licensed Products in China and to offer to sell and sell Licensed Products to end user consumers in China but not to any person or entity for subsequent sale, resale, or distribution outside of China; provided that AeroGrow shall have provided a copy of the proposed sublicense agreement to OMS prior to execution thereof, and AeroGrow shall have received OMS’ written approval of the proposed sublicense agreement and the proposed sublicensee prior to execution, which OMS may grant or withhold in its reasonable judgment. In any such sublicense agreement: (i) such sublicense agreement shall refer to this Agreement and shall contain terms and conditions no less restrictive than those in this Agreement with respect to the sublicensed obligations; (ii) in such sublicense agreement, the sublicensee shall agree in writing to be bound to OMS by terms and conditions that are substantially similar to, or less favorable to the sublicensee than, the corresponding terms and conditions of this Agreement; (iii) such sublicense agreement shall contain terms granting OMS and its Affiliates a worldwide, royalty-free, nonexclusive license under any improvements and intellectual property therein created by the sublicensee in the exercise of the sublicense; (iv) AeroGrow shall remain primarily responsible for compliance by its sublicensees with all applicable terms of the sublicense agreement; (v) any sublicense rights granted by AeroGrow in a sublicense agreement shall terminate effective upon any termination of the license from OMS to AeroGrow under Section 2.1 with respect to such sublicensed rights; (vi) such sublicensees shall not have the right to grant any further sublicenses; (vii) AeroGrow shall provide a copy of the executed sublicense agreement to OMS within fourteen days after execution thereof; and (viii) for the avoidance of doubt, AeroGrow shall have no right to grant any sublicense to use any Trademarks of OMS or its Affiliates. (c) OMS shall be permitted to terminate the grant of any sublicense in the event that the sublicensee breaches any material term of the sublicense agreement and AeroGrow shall cooperate with OMS in effecting such termination. (d) In any sublicense agreement granted under this Section 2.2, AeroGrow shall obligate the sublicensee to pay AeroGrow a sublicense fee approved in advance by OMS (“Sublicense Fee”).