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:
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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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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:
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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 (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • 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 Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Sublicenses Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • Know-How Royalty Notwithstanding the provisions of Section 5.4.1(a), in countries where the sale of Product by Merck or its Related Parties would not infringe a Valid Patent Claim, Merck shall pay royalty rates that shall be set at [***] of the applicable royalty rate determined according to Section 5.4.1(a). Such royalties shall be calculated after first calculating royalties under Section 5.4.1(a).

  • 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 full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall 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. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

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