Permitted Sublicensees. In addition to Section 2.8, a Licensee may not license or authorize any other Person to use the Licensed Property, except that a Licensee may grant limited, non-assignable (including non-assignable in an Acquisition) sublicenses of its rights under Section 2.1 to any Affiliate providing support or services to such Licensee in connection with the applicable Station Business as well as to those third parties who have been granted licenses or sublicenses of the Licensed Property by Licensors or any of their Affiliates in connection with the operation of the Radio Business during the one year period prior to the Effective Date (provided that the sublicense to such third party is for uses substantially similar to those permitted by Licensors and their Affiliates during the one year period prior to the Effective Date), or to any third parties for which such Licensee obtains prior written consent of Licensors (which shall not be unreasonably withheld); provided that (a) such Licensee has sent Licensors written notice with detailed information regarding all proposed uses of the Licensed Property by such third party (including identification of all types of uses and media in connection with which the Licensed Property will be used); and (b) such third parties agree to comply with all terms and conditions hereunder applicable to the Licensees (each a “Permitted Sublicensee”); provided that Licensors may terminate the purported sublicense to use the Licensed Property granted to any purported Permitted Sublicensee at any time if the transfer or assignment of such Licensed Property to such Permitted Sublicensee occurred in violation of the foregoing requirements of this Section 2.5. Notwithstanding the grant of any sublicenses, the Licensees shall remain liable for compliance by such Permitted Sublicensees with all terms and conditions of this Agreement applicable to the Licensees and such terms and conditions shall be deemed to be applicable to each Permitted Sublicensee. For the avoidance of doubt, there is nothing in this Agreement that permits any Licensee’s use of Licensed Property at radio stations other than those listed on Schedule 1. For the avoidance of doubt, the Licensees may engage manufacturers and service providers to apply the Trademarks to Licensees’ promotional goods of the types and in the manners used prior to the Effective Date, or otherwise use the Trademarks in connection with the advertising or marketing of Licensees’ Licensed Services solely at...
Permitted Sublicensees. Subject to the requirements of this Section 7.2.2, Summit shall have the right to sublicense any of its rights under Section 7.2.1 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Sarepta.
Permitted Sublicensees. Kyocera shall be permitted to grant sublicenses of the foregoing license rights under Sections 2.1 and 2.2 above solely to its Permitted Sublicensees, provided that (a) each such sublicense shall be pursuant to a written agreement between Kyocera and the Permitted Sublicensee, which written agreement shall obligate the Permitted Sublicensee to abide by the scope of license and other provisions of this Agreement that are applicable to Permitted Sublicensees; (b) in addition to its other rights or remedies hereunder, Universal Display shall be expressly identified in the written sublicense agreement as a third-party beneficiary thereof, entitled to enforce the scope of license and other applicable provisions of this Agreement directly against the Permitted Sublicensee; (c) Kyocera shall identify the name and business address of each such Permitted Sublicensee to Universal Display in writing promptly following its entry into a written sublicense agreement with the Permitted Sublicensee; and (d) Kyocera shall use its best efforts to cause each Permitted Sublicensee abide by the scope of license and other applicable provisions of this Agreement. As used herein, “Permitted Sublicensees” shall be limited to direct or indirect wholly-owned subsidiaries of Kyocera or its parent corporation, which entities do not have, and are not Affiliates of entities (other than Kyocera) that have, their own OLED programs. Such entities shall be Permitted Sublicensees only for so long as they continue to satisfy the foregoing requirements.
Permitted Sublicensees. 1. LICENSEE may sublicense its rights under Paragraph II.A to PERMITTED SUBLICENSEES. In the event that LICENSEE creates or acquires any direct or indirect SUBSIDIARIES after the EFFECTIVE DATE, LICENSEE may sublicense its rights under Paragraph II.A to such direct or indirect SUBSIDIARIES and such SUBSIDIARIES shall become and shall be PERMITTED SUBLICENSEES. Up to two (2) times per calendar year during the TERM of this Agreement, LICENSOR shall have the right to request that LICENSEE provide an organization chart or other document that identifies LICENSEE’S then-current direct and indirect SUBSIDIARIES. In the event that LICENSOR sends LICENSEE such a written request, LICENSEE shall provide LICENSOR with an organization chart or other document that identifies LICENSEE’S then-current direct and indirect SUBSIDIARIES within a commercially reasonable time after receipt of the written request. Additionally, in the event that LICENSOR sends LICENSEE a written request as to whether a particular entity is a direct or indirect SUBSIDIARY of LICENSEE, LICENSEE shall provide LICENSOR with a written response as to as to whether such entity is a direct or indirect SUBSIDIARY of LICENSEE within a commercially reasonable time after receipt of the written request.
2. LICENSEE shall cause the PERMITTED SUBLICENSEES to comply with the terms and conditions of this Agreement, and hereby grants LICENSOR the right to enforce this Agreement directly against a PERMITTED SUBLICENSEE to the extent that that PERMITTED SUBLICENSEE breaches the terms and conditions of this Agreement. Any such enforcement by LICENSOR against a PERMITTED SUBLICENSEE shall be upon the same terms and conditions as are applicable to enforcement by LICENSOR against LICENSEE.
Permitted Sublicensees. Pfizer shall have the right to freely grant sublicenses under any and all rights licensed to Pfizer under this Agreement to Third Party subcontractors, Affiliates or Third Parties; provided that (a) the rights licensed to Pfizer pursuant to Section 2.1.1 may not be sublicensed to any Sublicensee other than an Affiliate or Third Party subcontractors without Codex’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned and (b) the rights licensed to Pfizer pursuant to Sections 2.2 and 2.4.3 may be sublicensed to any Sublicensee without Codex’s prior written consent provided that such rights are licensed as part of an agreement between Pfizer or its Affiliate and a Third Party for such Third Party to Develop, Manufacture or Commercialize one or more Products (or further versions thereof). Upon Codex’s request, Pfizer shall furnish to Codex copies of such sublicense agreements, subject to redactions for financial, business and technical information (including confidential information of Third Parties) to the extent not required to ensure compliance with Section
Permitted Sublicensees a. In Section 2.6 of the License Agreement, the [ * ] are hereby deleted and replaced with [ * ].
b. Exhibit B of the License Agreement is hereby deleted in its entirety and replaced with Exhibit B of this Amendment. [*] 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 and Exchange Act of 1934, as amended.
c. The following language shall be added to the end of Section 2.6: “ARCA expressly acknowledges that LabCorp shall be permitted to enter into a sublicense with [ * ], subject to the terms of this Section 2.6, [ * ]. If LabCorp enters into a sublicense with [ * ] shall be deemed to be LabCorp’s [ * ] sublicensee [ * ] under this Section 2.6.”
Permitted Sublicensees. Licensee may sublicense under the Netcentives Patents (i) within the Field without restriction, (ii) within the Travel and Real Estate Field to (1) its Affiliates, and (2) to outsourcers, applications development and maintenance providers and other contractors providing products or services for Licensee or for any of the foregoing in (1), but only for purposes of providing such products or services. Licensee may sublicense its rights under the Other Licensed Patents to (a) its Affiliates, (b) Persons in which it or any of its Affiliates has a material investment but not control, and joint venture, co-branding and other bona fide (i.e. where a principal purpose of the business relationship is not the entering into of such sublicense) business partners of such Persons or Licensee; and (c) outsourcers, applications development and maintenance providers and other contractors providing products or services for Licensee or for any of the foregoing in (a) or (b), but only for purposes of such persons to provide such products or services.
Permitted Sublicensees. Licensee may grant sublicenses to and transfer Transfected Cells to its Affiliates and Third Parties solely for the purpose of conducting Activities as provided in this Agreement with at least [***] prior written notice to Licensor of such transfer, provided that the facilities of such Affiliates or Third Parties to which Transfected Cells are to be transferred are located in a country which is a member of the European Union as of the Effective Date, [***].
Permitted Sublicensees. 2.17 Plan................................................................2.11 Prospects............................................................2.1 Reorganization.....................................................7.1.4
Permitted Sublicensees. Showa Denko shall be permitted to grant sublicenses of the foregoing license rights solely to its Permitted Sublicensees, provided that (a) each such sublicense shall be pursuant to a written agreement between Showa Denko and the Permitted Sublicensee, which written agreement shall obligate the Permitted Sublicensee to abide by the scope of license and other applicable provisions of this Agreement; (b) in addition to its other rights or remedies hereunder, Universal Display shall be expressly identified in the written sublicense agreement as a third-party beneficiary thereof, entitled to enforce the scope of license and other applicable provisions of this Agreement directly against the Permitted Sublicensee; (c) Showa Denko shall identify the name and business address of each such Permitted Sublicensee to Universal Display in writing promptly following its entry into a written sublicense agreement with the Permitted Sublicensee; and (d) Showa Denko shall use its best efforts to cause each Permitted Sublicensee abide by the scope of license and other applicable provisions of this Agreement.
