Sub-Licensees Sample Clauses

Sub-Licensees. Licensee may sub-license the use of the Index by the subsidiaries or affiliates listed in Attachment I. Licensee may, by Notice to Nasdaq, request permission to sub-license other subsidiaries or affiliates under Licensee's control. Nasdaq will not unreasonably refuse its Consent (as that term is further defined in Section 26 herein) to such a request. Licensee must also request Nasdaq's prior Consent to sub-license an entity that is a necessary participant in a Derivative Product (e.g., a corporation Issuing a corporate bond with the Licensee as underwriter and utilizing the Index as a pricing component). Nasdaq, in its sole discretion, may Consent to such sub-license. The present list of sub-licensable entities is listed in Attachment I. However, Licensee shall assume all responsibility for and will hold harmless and indemnify the Corporations against any action or inaction by a sub-licensee as if such action or inaction were that of the Licensee. In order to sub-license any entity, Licensee must have obtained an agreement with the sub-licensee, which is enforceable under applicable local law and contains the provisions set forth in Attachment III, modified solely to make them enforceable under applicable local law(s). Licensee may not waive any provision of the sub-license or of this Agreement without Consent of Nasdaq.

Sub-Licensees. With reference to Clause 2.2, Zogenix shall indemnify and hold harmless Elan to the extent that any Claims arise out of any acts or omissions of any permitted sub-licensee of Zogenix.

Sub-Licensees. Upon early termination of this Agreement by University for any reason, where such termination has been caused through no fault of a Sub-Licensee, University may, if requested by a Sub-Licensee within [***] after the effective date of termination, grant to the Sub-Licensee a direct licence under the Licensed Technology of the scope of the original sub-licence, but otherwise on the terms of this Agreement or such other terms as deemed appropriate by the University and such Sub-Licensee.

Sub-Licensees. Licensee may sub-license the use of the Index by its investment advisor(s), subadvisor(s), subsidiaries or affiliates listed in Attachment I. Licensee may, by Notice to Nasdaq, request permission to sub-license other subsidiaries or affiliates under Licensee's control. Nasdaq will not unreasonably refuse its Consent to such a request. Licensee may also sub-license an entity which is a participant in a Derivative Product or in a contract entered into by Licensee which uses the Index as a component of a pricing or settlement mechanism (E.G., a corporation Issuing a corporate bond with the Licensee as underwriter and utilizing the Index as a pricing component or a counterparty to a futures contract providing for settlement based on the value of the Index). Nasdaq, in its sole discretion, may Consent to such sub-license. However, Licensee shall assume all responsibility for and will hold harmless and indemnify the Corporations against any action or inaction by a sub-licensee as if such action or inaction were that of the Licensee. In order to sub-license any entity, Licensee must have obtained an agreement with the sub-licensee, which is enforceable under applicable local law and contains the provisions set forth in Attachment III, modified solely to make them enforceable under applicable local law(s). Licensee may not waive any provision of the sub-license or of this Agreement without Consent of Nasdaq.

Sub-Licensees. Upon early termination of this Agreement by the Licensor for any reason, where such termination has been caused through no fault of a sub-licensee, the Licensor shall, if requested by a sub-licensee within [***] after the effective date of termination, grant to the sub-licensee a direct licence under the Licensed Intellectual Property of the scope of the original sub-licence, but otherwise on the terms this Agreement.

Sub-Licensees. The Licensee shall be entitled to appoint and sub-license Sub-Licensees in the Territory provided that - 11.1. The appointment shall first have been discussed with and have received the written approval of the Licensor which approval will not be unreasonably withheld by the Licensor; 11.2. The appointment shall be in terms of a written sub-license agreement which must be approved of in writing by the Licensor prior to the conclusion thereof and a copy of each signed Sub-Licence Agreement shall be delivered to the Licensor; 11.3. the Sub-Licence Agreement shall grant to the Sub-Licensee no greater rights than the Rights and that agreement shall, inter alia, contain provisions necessary to protect the MMS Intellectual Property including provisions similar to those in Clauses 10 and 12 below; 11.4. The Licensee shall be responsible to the Licensor for the performance by each Sub-Licensee of its obligations under each Sub-Licence Agreement.

Sub-Licensees. Pacific agrees that any sub-license it grants to any ------------- third party pursuant to this Agreement shall be subject to the terms and conditions of this Agreement.

Sub-Licensees. [Intentionally Omitted].

Sub-Licensees. Third parties who are granted rights by ERD (or MSI in the case of a cross-license issued by ERD), to Intellectual Property subject to this Agreement, who are bound by the Cross-license Provisions of this Agreement, and who are not permitted to grant further sublicenses.

Sub-Licensees. 7.1 NEWCO shall not grant any rights which are inconsistent with the rights and obligations of NEWCO hereunder. NEWCO shall give ION prompt notification of the identity and address of each sub-licensee with whom it concludes a sub- licensing agreement and shall supply ION with a copy of such sub- licensing agreement upon request. Any sub-licensing agreement shall include an audit right by HARVARD of the same scope as provided by Paragraph 5.1 hereof with respect to ION. No such sub-licensing agreement shall contain any provision which would cause it to extend beyond the term of this Sub-License Agreement. In the event that the HARVARD/ION License Agreement terminates for any reason during the term of the ION/NEWCO Sub- License Agreement, or in the event that ION and SHEFFIELD become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of their respective businesses, or in the event that ION and SHEFFIELD discontinue their businesses for any reason, then ION shall assign all of ION's rights to HARVARD in this Sub-License Agreement, and HARVARD shall assume ION's rights and responsibilities under the ION/NEWCO Sub-License Agreement, provided that (i) NEWCO is not in default of any of its obligations under this Sub-License Agreement, (ii) NEWCO assumes all responsibility for the payment of all costs associated with the filing, prosecution and maintenance of the Licensed Patents (as defined in the HARVARD/ION License Agreement) which form part of this Sub- License Agreement (iii) HARVARD would not be obligated to any greater extent than it is to ION under the HARVARD/ION License Agreement and (iv) HARVARD shall not receive any rights beyond the rights granted by HARVARD to ION under the HARVARD/ION License Agreement. 7.2 All sub-licenses granted by NEWCO hereunder shall include a requirement that the sub-licensee use its reasonable efforts to bring the subject matter of the sub-license into commercial use as quickly as is reasonably possible.