Limited Sublicense Rights Sample Clauses

Limited Sublicense Rights. Novo shall be entitled to grant full sublicenses to its Affiliates and limited sublicenses to its distribution, marketing and/or sales partners, in each case, in compliance with the provisions of this Section 5.1.2 and Section 5.1.3. In any sublicense granted under this Section 5.1.2 to a Third Party that is not an Affiliate of Novo, Novo may grant the Sublicensee only the following rights: to market, promote, sell, offer for sale, have sold, distribute, import and export New Products for Novo. Novo shall not be entitled to disclose any Confidential Information of Neose to a non-Affiliate Sublicensee under a sublicense permitted to be granted under this Section 5.1.2. Novo shall include in each sublicense granted under this Section 5.1.2 all of the terms and conditions necessary to ensure Novo’s compliance with this Agreement, and the provisions of Section 5.1.4 shall apply to each sublicense granted under this Section 5.1.2.
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Limited Sublicense Rights. (a) BioTime and ESI shall have the right to grant Sublicenses under the Asterias Patent Rights to a Third Party only in conjunction with the granting of substantial intellectual property rights that are (i) controlled by BioTime or ESI, as applicable, such as patents, copyrights, trademarks, trade secrets and know-how, other than under the Asterias Patent Rights, and (ii) solely to make, have made, use, sell, offer for sale, and import a BioTime Product or an ESI product. BioTime and ESI shall have no right to grant Sublicenses in the event that no other substantial intellectual property rights controlled by BioTime or ESI are included in a sublicense of the Asterias Patent Rights (“a BioTime/ESI Naked Sublicense”), except as provided in Section 2.4(b). BioTime and ESI shall advise Asterias of all Sublicenses granted to Third Parties under this Section 2.4(a). If BioTime or ESI grants a Sublicense, all of the terms and conditions of this Agreement shall apply to the sublicensee to the same extent as they apply to BioTime and ESI for all purposes. BioTime and ESI guarantee and assume responsibility for the performance of all obligations so imposed on such sublicensee by reason of operation of any such Sublicense. (b) BioTime and ESI shall have the right, only for a period of one year following the Effective Date of this Agreement, to grant BioTime/ESI Naked Sublicenses solely to the Affiliates identified in Schedule E (the “Named Affiliates”). For the avoidance of doubt, such BioTime/ESI Naked Sublicenses shall not be required to relate to a BioTime Product or an ESI product., nor shall they be required to contain a grant to additional rights controlled by BioTime or ESI. BioTime and ESI shall advise Asterias of all Sublicenses granted to Named Affiliates under this Section 2.4(b). If BioTime or ESI grants a Sublicense to a Named Affiliate, all of the terms and conditions of this Agreement shall apply to the Named Affiliate to the same extent as they apply to BioTime and ESI for all purposes. BioTime and ESI guarantee and assume responsibility for the performance of all obligations so imposed on such Named Affiliate by reason of operation of any such sublicense. Any BioTime/ESI Naked Sublicense granted to a Named Affiliate during the one-year period following the Effective Date shall remain in effect notwithstanding whether the Named Affiliate subsequently (i.e., after the one-year period following the Effective Date) is no longer a Named Affiliate. Any Bio...
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Limited Sublicense Rights. The rights granted pursuant to Section 4.1 shall include, but expressly as limited by this Section 4.2, the right to grant sublicenses under the AFFIMED Patent Rights to the extent reasonably necessary for XOMA, on its own behalf, on behalf of a XOMA Licensee or XOMA Development Partner, to license, develop, commercialize or otherwise enjoy the benefit of any Immunoglobulin or other composition of matter or article of manufacture discovered, isolated, characterized, or optimized by XOMA. For the avoidance of doubt, AFFIMED remains in the exclusive control of the AFFIMED Technology .and insofar no rights are transferred by this Agreement to XOMA, a XOMA Licensee or a XOMA Development Partner.
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Limited Sublicense Rights. Company may grant to a third party a royalty-free Sublicense solely for the purpose of: (i) conducting a “clinical trial” (as that term is defined by the National Institutes of Health) or other research and/or development activity associated with the use of Licensed Products and/or Licensed Processes as may be required by the Food and Drug Administration (FDA) or other governmental regulatory agency from time to time (a “Clinical Trial”); (ii) conducting evaluations, research and/or development activity associated with the use of Licensed Products solely on behalf of Licensee in connection with a Licensed Product or a product expected to become a Licensed Product pursuant to the Licensee’s Development Plan, and for which the third party performing the contract research (collectively a “CRO”) is not granted any Commercialization or other rights in the Patent Rights or the associated Licensed Products and/or Licensed Processes relating to the CRO’s activities (“Contract Research”); (iii) working directly in collaboration with Licensee solely for bona fide internal research and development purposes to achieve a bona fide research and/or development goal for the commercialization of Licensed Products and/or Licensed Processes provided that the third party collaborator is not granted any Commercialization or other rights in the Patent Rights or the associated Licensed Products and/or Licensed Processes relating to the collaboration (other than pursuant to a royalty bearing Sublicense granted in accordance with Section 2.03 including without limitation Section 2.03(C) as applied without exception for this subsection (2.03(K)), and any funds for such collaboration are expressly intended to fund or pay for (i) the purchase or use of equipment, supplies, products or services, or (ii) the use of employees and/or consultants, as indicated by their inclusion as specific line items in a written agreement between Licensee and Sublicensee (a “Collaboration”); and (iv) with the prior written agreement of Licensor (“Licensor Permission”), Licensee may grant a Sublicense under section 2.01 (C) and/or 2.01 (D) beyond the grant set forth in 2.03(K)(i)-(iii). The grant in subsection 2.03(K)(i)-(iii) above is limited to the duration of and activities directly associated with the applicable Clinical Trial, Contract Research or Collaboration and if agreed by Licensor, any grant under subsection 2.03(K)(iv), is limited to the terms, duration of and activities directly associated w...
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Limited Sublicense Rights. Subject to the terms and conditions of this Agreement, Lexicon shall have (a) the non-exclusive right to use the DeltaBase, Deltagen Proprietary Information and Knockout Mice Materials in research conducted by Lexicon and/or Contract Parties with or for the benefit of Corporate Partners (including, without limitation, Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. research directed toward the discovery, development and commercialization of Products), and (b) the right to grant to Corporate Partners non-exclusive world-wide sublicenses under Deltagen Patent Rights to discover, develop, make, have made, use, offer for sale, sell and import Products discovered by Lexicon, either alone or in collaboration with such Corporate Partners; provided that (w) Lexicon shall not transfer any Knockout Mice Materials to any Corporate Partner, (x) Lexicon shall not provide any Corporate Partner with access to DeltaBase or any portion thereof (provided that Lexicon may disclose to a Corporate Partner Derivative Works directly related to a Product for which Lexicon has granted rights to such Corporate Partner and/or the Target Gene from which such Product was derived, for purposes of conducting pre-clinical and/or clinical studies and trials relating to Products and inclusion in Reports), (y) any such sublicense shall be restricted to the Deltagen Patent Rights directly related to a Product for which Lexicon has granted rights to such Corporate Partner and/or the Target Gene from which such Product was derived, and (z) such Corporate Partner shall expressly assume all applicable milestone payment and royalty obligations (without duplication of payments made by Lexicon) relating to any Product for which Lexicon has granted commercialization rights to such Corporate Partner.
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Limited Sublicense Rights. The licenses and right of access and use granted by Section 2.1 include the non-assignable and limited right of each Party to grant sublicenses (or in the case of Compuware Hosted Services or Covisint Hosted Services, the right to permit access to and the use of such Compuware Hosted Services or Covisint Hosted Services, as applicable) (each, a “Sublicensor”) (1) to its Subsidiaries or (2) to its third-party service providers (but only to the extent required to provide services to a Party or its Subsidiaries), or (3) with the prior written consent of the party granting such License to any customer of such Party or its Subsidiaries but only to the extent required pursuant to a contract between such customer and any Party or its Subsidiaries existing on or after the Effective Date, subject in each case to the following limitations: (a) With respect to sublicenses (or permission to access and use) granted to a Subsidiary or third-party service provider under this Section 2.5, such sublicense (or permission to access and use): (i) may include the non-assignable right of such sublicensed Subsidiaries to grant sublicenses (or permission to access and use) to other Subsidiaries of said Party on the terms set forth in this Agreement; (ii) shall not be broader in any respect at any time during the life of this Agreement than the license (or right to access and use) held at that time by the Party that granted the sublicense (or right to access and use); (iii) shall provide that each licensed or sublicensed Subsidiary shall be bound by the terms and conditions of this Agreement as if it were named herein in the place of the Party of which it is a Subsidiary; (iv) the Sublicensor shall require that any such sublicensee implement and maintain practices and policies sufficient to preserve the confidentiality of all Licensed Products and Hosted Services provided to such sublicensee by such Sublicensor; (v) the Sublicensor shall be solely responsible, as between the original Licensee and Licensor, for any breach of confidentiality with respect to the Licensed Products and Hosted Services by any such sublicensee; and (vi) except as expressly set forth in this Section 2.5(a), the original sublicensee shall not, without the prior written approval of the applicable Licensor, which approval shall not be unreasonably withheld, delayed or conditioned, sublicense (or permit the access and use of) or transfer in any way any Licensed Products and Hosted Services of such Licensor. (...
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Limited Sublicense Rights. If LICENSEE grants a sublicense to any Affiliate under Section 5.3.1, or a sublicense is deemed to have been granted to a LICENSEE Affiliate under Section 5.3.2, LICENSEE also shall grant to such sublicensed Affiliate, or such deemed sublicense also will include, a sublicense to use the Logo on OFDMA Smallcells (including product packaging and documentation) Sold by such Affiliate pursuant to such sublicense, as and to the extent such limited rights are expressly conferred upon LICENSEE by QUALCOMM under Section 8.1, and subject in all respects to the restrictions and other terms applicable to the Logo in this Section 8. LICENSEE will be responsible and liable to QUALCOMM if any of LICENSEE’s Affiliates that has been granted a sublicense under this Section 8 fails to comply with any of the terms and conditions in this Section 8. For the avoidance of doubt, any sublicense by LICENSEE to an Affiliate of LICENSEE under this Section 8.2 will terminate immediately on the earlier to occur of (i) termination of this Agreement or (ii) such time as such Affiliate ceases to be sublicensed under Section 5.3.
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Related to Limited Sublicense Rights

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • License Rights The Recipient must provide a license to its “subject data” to the Federal Government, which license is: (a) Royalty-free, (b) Non-exclusive, and (c) Irrevocable, (2) Uses. The Federal Government’s license must permit the Federal Government to take the following actions provided those actions are taken for Federal Government purposes: (a) Reproduce the subject data, (b) Publish the subject data, (c) Otherwise use the subject data, and (d) Permit other entities or individuals to use the subject data, and

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Sublicensing Rights (a) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) the Sublicensing Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***].

  • Sublicenses (a) Licensee may sublicense the license and rights granted to Licensee under Sections 2.1, 2.2, 2.4, 2.5 and 2.6 (as applicable) to (a) its Affiliates and (b) Third Parties in connection with the operation of the business of Licensee or its Affiliates, but not for the independent use of any such Third Party, including distributors that need to practice the applicable Intellectual Property to provide ordinary course distribution services to Licensee and its Affiliates; provided that, with respect to the SpecCo Licensed Standards, sublicensing to such Third Parties shall be solely for such Third Parties to provide services to the Materials Science Business in the ordinary course at any or all Licensed Facilities (but not for the independent use of such Third Party), and (c) with the prior written consent of Licensor, other Third Parties (each such Affiliate or Third Party, or subcontractor granted a sublicense under Section 2.3, a “Sublicensee”). (b) Each sublicense granted by a Licensee under the license granted to such Licensee in Sections 2.1, 2.2, 2.4, 2.5 and 2.6 shall be granted pursuant to an agreement that (i) is subject to, and consistent with, the terms and conditions of this Agreement and includes provisions at least as protective of Licensor and its Affiliates as the provisions of this Agreement (except that such sublicense shall not be required to provide rights for Licensor to audit Sublicensee in accordance with, and subject to, Section 2.13 (1) if the sublicense is granted to an Affiliate, (2) with respect to sublicenses of Licensed Know-How, Licensed Copyrights or Business Software where the primary purpose of such arrangement with sublicensee is not to grant access to such Licensed Know-How, Licensed Copyrights or Business Software or (3) with respect to sublicenses of the licenses granted under Section 2.6), (ii) to the extent with respect to Licensed Patents or SpecCo Licensed Standards and if Sublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee (including, for clarity, with respect to the audit rights set forth in Section 2.13 to the extent applicable), and (iii) to the extent with respect to Licensed Patents or SpecCo Licensed Standards, is in writing if the Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee.

  • Limited Right of Sublicense The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • Sublicensees Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any Third Party contract research organization (“CRO”) or contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least 20 Business Days in advance) to Lilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the proposed Sublicensee and the countries involved, or (c) a Specified Person. Each Affiliate or other Person to which any such sublicense is granted is referred to herein as a “Sublicensee.” Licensee shall remain responsible for the performance by each of its Sublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). Without limiting the foregoing, Licensee shall: (x) ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within 90 days after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. A Sublicensee shall have the right to grant further sublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (ii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.2.1 and 2.4, respectively. Licensee hereby expressly waives any requirement that Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).

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