Sub-License Grant Sample Clauses

Sub-License Grant. Notwithstanding the non-sublicensable nature of the License granted to Licensee under Section 2.1 of this Agreement, Licensee may allow third parties with whom Licensee has
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Sub-License Grant. Notwithstanding the non-sublicensable nature of the License granted to Participant under Section 13.1 of this Agreement, Participant may allow third parties with whom Member has contracted to manufacture or assemble Certified Products under Participant’s trade name and/or to sell, distribute, advertise, promote, or market Participant’s Certified Product(s) (collectively, “Participant Contractor(s)”) to use the Xxxx(s) solely on Participant’s behalf, solely in connection with manufacturing, assembling, selling, distributing, advertising, promoting, and/or marketing Participant’s Certified Products for Participant’s benefit, and solely in accordance with the terms and conditions of this Agreement and the ONF Logo Usage Guidelines.
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Sub-License Grant. If the Agreement is terminated by THI pursuant to Section 8.2(a) based on Miromatrix’s material breach and failure to timely cure, then THI shall possess the sub-license set forth in Section 2.5, which shall remain in full force and effect, along with THI’s obligation to pay the royalties set forth in Section 3.2.
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Sub-License Grant. All rights not expressly granted in this Agreement are reserved by Adobe, as applicable. Certiport grants to Sub-licensee, a nonexclusive, nontransferable right to use, under the terms of this Agreement, the Certification Logo.
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Sub-License Grant. Subject to the terms and conditions of this Agreement, SUPPLIER hereby grants to NOVARTIS and its Affiliates a worldwide, exclusive, fully paid up and royalty free sub-licensable sub-license to the Alkermes Patent Rights, including to make, have made, dispose of, have disposed of, offer to dispose of, use, import, or keep the Products.
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Sub-License Grant. (i) The Transaction Manager grants to the Master Manager a non-exclusive, royalty-free sub-license in and right to use the Securitization IP to the extent reasonably necessary for the Master Manager to perform its obligations hereunder. The Master Manager shall use the Securitization IP sub-licensed pursuant to this Section 2.1(h) subject to the terms of the Related Documents and any other agreements relating to the Securitization IP. The foregoing sub-license grant shall extend to the Master Manager’s employees, agents and, solely to the extent the same are permitted to perform obligations of the Master Manager hereunder, independent contractors. Such sub-license shall terminate on the date this Master Management Agreement is terminated. (ii) The Master Manager acknowledges that it is not the owner of the Securitization IP and that its right to use the Securitization IP is derived solely from this Master Management Agreement. The Master Manager acknowledges that the IP Holder is the owner of the Securitization IP and that the IP Holder granted a license to the Transaction Manager and the Transaction Manager is granting a sub-license to the Master Manager in accordance with and subject to the license granted by the IP Holder in favor of the Transaction Manager. The Master Manager acknowledges that it shall not acquire or claim adversely to the IP Holder any right, title or interest in and to any of the Securitization IP or any of the goodwill related thereto. The Master Manager acknowledges that each and every use of the Securitization IP by the Master Manager under this Master Management Agreement and any and all goodwill resulting from the Master Manager’s use of the Securitization IP shall at all times inure to the benefit of the IP Holder, and the Master Manager agrees to execute any and all documents that may be submitted to the Master Manager reasonably necessary to carry out the intention of this covenant. This covenant shall survive termination of this Master Management Agreement for any reason. (iii) The Master Manager shall immediately notify the Transaction Manager of any apparent infringement of, challenge to the Master Manager’s use of, or adverse claim of rights to, the Securitization IP, and the Master Manager shall not communicate with any Person other than the IP Holder and the Transaction Manager and its counsel or the Master Manager’s counsel in connection with any such infringement, challenge or claim. (iv) The Master Manager acknowledg...
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Sub-License Grant. Section 1.1 Licensor hereby grants to Licensee, for the term of this Agreement, an exclusive, worldwide, royalty-free, sub-licensable license to all of Licensor's rights in the Licensed Technology to make, have made, use, market, sell, have sold, offer to sell, import, license and distribute the Licensed Technology in the Field (the "Sub-License") Section 1.2 Licensee warrants and represents that it has read and understood the Yissum Agreement and that it shall comply at all times with the terms and conditions of the Yissum Agreement as they apply to it, being a sub-licensee of the Licensed Technology
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Sub-License Grant. Notwithstanding the non-sublicensable nature of the license granted to Licensee under Section 2.1 above, Licensee may allow third parties with whom Licensee has contracted to manufacture or assemble Branded Offerings under Licensee’s trade name and/or to sell, distribute, promote, or market Licensee’s Branded Offerings (collectively, “Licensee Contractor(s)”) to use the ONF Certification Marks solely on Licensee’s behalf, solely in connection with manufacturing, assembling, selling, distributing, promoting, and/or marketing Licensee’s Branded Offerings for Licensee’s benefit, and solely in accordance with the terms and conditions of these Trademark Terms and the Usage Guidelines. Licensee agrees to provide such Usage Guidelines to all Licensee Contractors who use the ONF Certification Xxxx(s) on Licensee’s behalf. Licensee is responsible for all use of the ONF Certification Xxxx(s) on or in connection with Licensee’s Branded Offerings, including without limitation if such use is the result of Licensee Contractors’ use of the ONF Certification Xxxx(s) in connection with offering, manufacturing, and/or assembling Licensee’s Branded Offerings.
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Sub-License Grant. Notwithstanding the non-sublicensable nature of the license granted to Licensee under Section 2.1 of this Agreement, Licensee may allow third parties with whom Licensee has contracted to manufacture or assemble Certified Products under Licensee’s trade name and/or to sell, distribute, advertise, promote, or market Licensee’s Certified Product(s) (“Licensee Contractors”) to use the Certification Mark(s) solely on Licensee’s behalf and solely in connection with manufacturing, assembling, selling, distributing, advertising, promoting, and/or marketing the Certified Product(s) for Licensee’s benefit. Licensee agrees the foregoing sublicense grant does not allow Licensee to, and Licensee agrees Licensee shall not, allow any Licensee Contractors or any other third party to use the Certification Mark(s) in connection with the manufacture, assembly, sale, distribution, advertising, promoting, and/or marketing of the Licensee Contractor’s products or any other third-party products; rather, Licensee may only sublicense the right to use the Certification Mark(s) in connection with Licensee’s Certified Product(s). Licensee is responsible for ensuring that Licensee Contractors only use the Certification Mark(s) in accordance with the terms set forth in this Agreement and in accordance with the OCF Certification Mark Usage Guidelines. Licensee shall be responsible and liable for any and all use of the Certification Mark(s) by Licensee Contractors, including all uses by a Licensee Contractor that violate this Agreement, including violations of the OCF Certification Mark Usage Guidelines. Any use of the Certification Mark(s) by a Licensee Contractor not in accordance with this Agreement and the OCF Certification Mark Usage Guidelines shall constitute a material breach of this Agreement by Licensee. Licensee shall secure OCF’s right to review and inspect Licensee Contractors’ use of the Certification Mark(s) in accordance with Section 3.2 of this Agreement.
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Related to Sub-License Grant

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • 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.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX: a. Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers. b. In addition to the single copy of the Software permitted in Section 2(a), the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: A. the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), B. the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed. c. In the event the Software is distributed along with other PremiumSoft software products as part of a suite of products (collectively, the "Studio"), the license of the Studio is licensed as a single product and none of the products in the Studio, including the Software, may be separated for installation or use on more than one computer. d. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. e. You agree that PremiumSoft may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PremiumSoft for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. f. Your license rights under this XXXX are non-exclusive.

  • License Granted Subject to the terms and conditions of this Agreement and in consideration of Licensee’s obligation to pay monetary fees as outlined in Schedule A, such fees which may be adjusted from time to time by mutual written consent of the parties, Licensor hereby grants, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, irrevocable, perpetual right and licence, to use the Software and all related documentation for use in sports related mobile apps. Licensor also grants permission to Licensee to make and create customizations, updates or corrections to the Software. The parties agree that Licensor shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates and corrections to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication, estoppel, or otherwise. Licensee will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement.

  • No License Granted Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Sublicense Rights Subject to the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

  • The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) : a. To have access to Licensed Space(s) during the License Period, develop, finance, commission, operate, manage and maintain the Licensed Space(s) during the License Period at the cost and risk of the Licensee. Any development made by the Licensee on the Licensed Space(s) shall be deemed to be the property of Maha-Metro and all the rights of the Licensee in the Licensed Space(s) shall relinquish in the favour of Maha-Metro. b. Subsequent to the Fitment Period, to utilise the licensed space, at its own costs and risk, for carrying out activities stated at Point No.