Right to Sub-License. By mutual written agreement between the College and the faculty member, the Electronic Course Development Agreement may allow the College or the faculty member to grant sub-licenses to other colleges or institutions.
Right to Sub-License. 2.3.1 The Licensee (considering Bidder as Developer) shall be entitled to sub-Let the built-up structure to any person or entity (the “Sub-Licensee”) with an intimation and approval by CMRL, after adding the necessary structures and utility services. The Sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- Licensee shall not have any independent right over the Licensed premises.
2.3.2 The Sub-License shall however be for the use of the Site, during the subsistence of the License Period only with a clear stipulation that all such sub-License granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL for such termination.
2.3.3 The Licensee shall prepare a draft standard format of the Sub-License agreement, which will be required to be signed by the Sub-License for use of the subject Site. Prior written approval of CMRL shall be obtained by the Licensee in respect of such standard draft. CMRL may specify certain covenants to be incorporated in the sub-License agreement to protect their interests. Only after such covenants are incorporated in the sub-License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit copies of each such Sub Licenses to CMRL for verification and record. In case of any deviation from the above-mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL before entering into an agreement with a Sub-Licensee. CMRL reserves the sole right not to give consent /approval to such a request and no compensation or claim will be entertained in this regard.
2.3.4 At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer in the first place. Any such act of the Developer or Sub-Licensee shall render the Leave and license Agreement liable for termination at the sole cost and expense of the Licensee.
Right to Sub-License. Licensee shall have the right to sub-license to any third party, in whole or in part, its rights under this Agreement with written permission of UM, such permission not to be unreasonably withheld; provided that no such written permission of UM shall be required for the grant of any sublicense to any biotechnology or pharmaceutical company that has, at the time of the grant of such sublicense, annual revenues that are within the highest thirty (30) greatest annual revenues among biotechnology or pharmaceutical companies worldwide. If Licensee requests permission to grant a sublicense pursuant to this Section 2.2, UM shall provide a response to such request within fifteen (15) days after its receipt of such request, and if UM fails to do so within such time period, such permission will be deemed to have been granted. As a condition of granting sub-licenses, Licensee will provide UM with full and complete copies of all contracts and agreements between it and any sublicensee within ten (10) business days after execution of same. UM will maintain such copies and their terms in confidence as required in Article 8. A grant of a sublicense will be invalid if any agreement between Licensee and such sublicensee prohibits, restricts or conditions Licensee's provision of such copies to UM as required in this article.
Right to Sub-License. Licensee shall not have the right to sub-license to any third party (including any “Affiliate”), in whole or in part, its rights under this Agreement without the prior written permission of UM, such permission will not be unreasonably withheld. As a condition of granting sub-licenses, Licensee will provide UM with full and complete drafts as well as copies of all executed contracts and agreements between it and any sub-licensee (including any amendments, restatements, modifications or supplements thereto) within twenty (20) business days prior to execution of same and deliver final and fully executed copies and agreements within twenty (20) business days after execution. UM shall provide its approval or disapproval of each applicable draft contract within twenty (20) business days of receipt of the applicable draft contract, and shall not disapprove any such contract unless it is materially inconsistent with the terms set forth in this Agreement. If UM fails to respond to a request for approval within sixty (60) days of the original request from Licensee, and Licensee has made five (5) or more requests to an authorized representative of UM to provide such a response, the applicable contract shall be deemed approved by UM. UM will maintain such copies and their terms in confidence as required in this Agreement. A grant of a sub-license will be invalid if any contract or agreement between Licensee and such sub-licensee prohibits, restricts or conditions Licensee’s provision of such copies to UM.
Right to Sub-License. (a) COLLATERAL may sub-license the rights granted under Clause 3.1 to Schering AG or an Affiliate of Schering AG provided that COLLATERAL procures that Schering AG or any Affiliate of Schering AG to whom a sub-license is granted pursuant to this Clause 3.3(a) shall enter into an agreement with COLLATERAL on terms which are consistent with the terms of this Agreement.
(b) COLLATERAL may sub-license the rights granted under Clause 3.1 to a Third Party other than Schering AG or an Affiliate of Schering AG provided that:
(i) COLLATERAL and the LICENSOR shall first negotiate and agree on a fee to be paid by COLLATERAL to the LICENSOR upon the grant of such sublicence:
(ii) COLLATERAL obtains the LICENSOR's prior written consent to any such sub-licence;
(iii) COLLATERAL shall procure that any person to whom a sub-licence is granted pursuant to this Clause 3.3 shall enter into an agreement with COLLATERAL on terms which are consistent with the terms of this Agreement;
(iv) any sub-licence granted to a person pursuant to this Clause 3.3 shall expressly prohibit any right to further sub-license or to transfer or assign the sub-licence; and
(v) upon termination of this Agreements, all rights granted to any person pursuant to this Clause 3.3 shall immediately cease.
(c) Notwithstanding the provisions of Clause 3.3(b) (i) the parties agree that *** shall be payable by COLLATERAL to the LICENSOR with respect to COLLATERAL's exercising its rights to grant a sub-licence under Clause 3.3(b) to an Affiliate of COLLATERAL or to a Third Party which has purchased all of the assets or capital stock of COLLATERAL.
(d) For the avoidance of doubt, COLLATERAL shall procure that any person to whom a sub-licence is granted pursuant to this Clause 3.3 shall be bound by the terms and conditions of this Agreement. *** *** *** ***.
(e) Except as expressly permitted by this Clause 3.3, COLLATERAL shall not sub-license any, or any part of, the rights under Clause 3.1 of this Agreement. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Right to Sub-License. 5.1 The Licensee shall have the right during the continuance of this agreement to enter into agreements with other persons, firms or corporations, giving and granting to them or any of them the right, within the Exclusive Regions, to manufacture, use and sell Products embodying the Technology on such terms as the Licensee shall deem proper, except that in no case shall such terms, covenants and conditions impose a greater obligation on the Licensor than is provided by this Agreement.
5.2 The Licensee shall, prior to entering into any sub-license agreement, advise the Licensee of its intention to enter into the sub-license agreement and shall immediately after entering into any sub-license agreement provide a copy of the agreement to the Licensor.
Right to Sub-License. Without the prior written consent of LSCC or LFNY, Licensee shall not have the right to grant any sub-license of its rights under this Agreement to use any Licensed Xxxx nor shall Licensee be permitted to assign any of its rights or obligations under this Agreement; provided, that Licensee may sublicense the rights to use the Licensed Marks granted hereunder to a Controlled Subsidiary of Licensee or any Fund managed by a Controlled Subsidiary of Licensee to the extent that such Controlled Subsidiary or Fund used the Licensed Xxxx immediately prior to the Separation; provided, further, that (1) such permitted sub-licensee agrees in writing to be bound by the terms and restrictions contained within this Agreement, for the avoidance of doubt, including, but not limited to, the right of Licensors to visit and inspect during normal business hours such permitted sub-licensee’s offices, facilities and premises pursuant to Section 3(a) of this Agreement; (2) in the event such permitted sub-licensee ceases to be a Controlled Subsidiary of Licensee or a Fund managed by a Controlled Subsidiary of Licensee, the sub-license granted to such permitted sub-licensee shall automatically terminate and (3) such permitted sub-licensee shall not have any right to assign or grant any sub-license of its rights under this Agreement. “Control” with respect to any person means the power to direct the management and policies of such person, directly or indirectly, by or through stock ownership or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.
Right to Sub-License. CHROMADEX shall not have the right to sub-license to any third party, in whole or in part, its rights under this Agreement without the written permission of UM, such permission to will not be unreasonably withheld. In the event CHROMADEX wishes to sub-license the Patent Rights, UM and CHROMADEX will initiate good faith negotiations to determine equitable licensing terms and conditions.
Right to Sub-License. In the event Cardiol wishes to sub-license any or all of its rights under this Agreement to a third party it will not enter into any Sub-License Agreement with that third party that does not conform with the following provisions of this sub-license agreement:
6.1.1 Section 1 Definitions insofar as they are applicable to a sub-license agreement and Section 2.6 - Grant of Security Interest;
6.1.2 Sections 3.1 and 3.2 - Grant of Rights;
6.1.3 Sections 6.1 and 6.2 - Sub-Licensing;
6.1.4 Section 8 - Records Retention and Review;
6.1.5 Section 10.5 - Compliance with Law;
6.1.6 Section 10.6 - No Debarment;
6.1.7 Section 11 - Confidential Information;
6.1.8 Section 14 regarding Cardiol Indemnity; and
6.1.9 Section 15 - Insurance for Cardiol. Cardiol shall provide Meros with a copy of any Sub-License Agreement within 14 days of it being fully executed.
Right to Sub-License. LILLY shall have the right to sub-license Licenses granted under Section 9.1.1 above to Third Parties to make (subject to the provisions under Manufacturing Section 10 hereunder), use, sell, offer for sale, have sold and import/export Ribozyme Products. In the event that LILLY sub- licenses the Ribozyme Product [ * ] during the first [ * ] of this Agreement, LILLY [ * ], as outlined below, of any [ * ] actually received by LILLY but not to exceed [ * ] actually received above [ * ], and not to exceed [ * ]. The appropriate [ * ] will start at [ * ] and decrease by [ * ] each month until it comes down to [ * ] at the end of the [ * ]. At the end of [ * ]there shall be no obligation of [ * ] for partnerships in the [ * ], other than the Royalties and manufacturing reimbursements due RPI under this Agreement. [ * ].
