Qualified Entire System Sublicenses Sample Clauses

Qualified Entire System Sublicenses. Notwithstanding any provision to the contrary, ABRD shall have the right to sub-license the Licensed Enzyme Mixture and related Licensed Processing Technology and Licensed Manufacturing Technology to a Third Party solely for such Third Party’s internal consumption of the Licensed Enzyme Mixture upon the following conditions: (i) such sublicense is made incident to ABRD’s license of ABRD’s ethanol production system into which Dyadic’s Licensed Processing Technology and\or Licensed Manufacturing Technology has been incorporated; (ii) except for the royalty terms and the right of such Third Party sub-licensee to use the Licensed Enzyme Mixture and related Licensed Processing Technology and Licensed Manufacturing Technology for its own internal consumption (and not to produce Licensed Enzyme Mixture for ABRD or any other Third Parties), no term of such sub-license shall be in any way inconsistent with ABRD’s obligations to Dyadic under its License; (iv) such Qualified Entire System Sublicense shall not be entered into by ABRD until Dyadic shall have reviewed same and commercially reasonably satisfied itself that the terms thereof fully protect Dyadic against any prohibited use of the Licensed Enzyme Mixture and the related Licensed Processing Technology and Licensed Manufacturing Technology or the dissemination of Dyadic Technology outside the sub-licensee’s use and control; (iii) such Third Party sub-licensee shall pay the same License Fees and Technology Transfer Fees to Dyadic as are fixed by subsections (a) and (c) of Section 5.2; (iv) ABRD shall, except in the case where the sub-licensee’s principal place of business and situs of its usage of the Licensed Enzyme Mixture is located in North America or the European Union, first obtain the prior written consent of Dyadic, which consent shall not be unreasonably withheld or delayed; and (v) ABRD shall pay to Dyadic a Royalty and License Fees on such Third Party Qualified Entire System Sublicense at the same License Fee rate and a royalty rate equal to the “Applicable Royalty Rate” fixed in Section 5.2(a) and 5.2(b), respectively.
Sample 1
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