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. 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. 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. 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. 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. Licensee shall not appoint any sub-Licensee or agent to promote and/or distribute Product without Licensor’s prior written consent; provided, however, that this provision shall not apply to appointments of Affiliates of Licensee in such capacity. Notwithstanding Licensor’s consent to Licensee’s appointment of sub-Licensees or agents, Licensee shall remain liable for the performance of such sub-Licensees and agents.
Sub-Licensees. With reference to Clause 2.2.5, NitroMed shall indemnify and hold harmless Elan to the extent that any Claims arise out of any such acts or omissions of any sub-licensee.
Sub-Licensees. 9.1 Except as stated in paragraph 5.3. and without prejudice to the right for LICENSEE and those brought within this Agreement pursuant to paragraph 5.3 to sell Royalty Bearing Products through agents or distributors, the licences granted in this Agreement carry no sub-licensing rights; and neither LICENSEE nor any Affiliate will grant any sub-licenses without the prior written consent of LICENSOR.
9.2 Following receipt of a written request from LICENSEE LICENSOR will not unreasonably withhold or delay the grant to a member of a LICENSEE Consortium of a non-exclusive licence under the Licensed Patent Rights and Technical Information).
Sub-Licensees. [Intentionally Omitted].
Sub-Licensees. Subject to the terms of Section 2.1(b) of the License Agreement, CMS has the right to sublicense to any Affiliate or Third Party the right to develop, import, register, resell, sell, and commercialize the Product for any Market, upon Gelesis’ express, prior written consent. As a condition to granting such consent, each potential Sub-Licensee shall become a party to this Agreement, as it exists from time to time, through the execution of a relevant joinder, or similar agreement. Notwithstanding anything to the contrary contained herein, (a) CMS shall guarantee each Sub-Licensee’s compliance with the terms and conditions of this Agreement; and (b) CMS shall be liable to Gelesis for any breach of this Agreement by any Sub-Licensee.
