Common use of Right to Sub-License Clause in Contracts

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. 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 's provision of such copies to UM.