Sub-Licenses. Provider shall be entitled to grant non-perpetual, non-exclusive and non-transferable sub-licenses to Customer for the applicable Order Form Term, limited to providing Customer Users Screen Access to the Software (the “Sub-Licenses”).
Sub-Licenses. Newco represents and warrants to the other Parties that it has not granted any sub-licenses or any other rights of any nature to any third parties pursuant to the Elan License Agreement or the JVP License Agreement.
Sub-Licenses. USL shall have the right to grant sublicenses under the Licenses in the Territory to its Affiliate(s) and Agents, provided that (1) each such sublicense is in the form of a written agreement consistent with the terms and conditions of this Agreement and (ii) with respect to any sublicense granted to an Agent, Orion has granted its prior written consent to USL, which consent shall not be unreasonably withheld. USL warrants that its Affiliates and Agents shall comply with all of the terms and conditions of this Agreement to the extent any of USL’s rights and duties hereunder are sublicensed to any such Affiliate(s) or Agent(s). Furthermore, USL shall remain jointly and severally liable with its licensed Affiliate(s) and Agent(s) for all undertakings assumed by USL under this Agreement as they apply to the sub-licensed territory. USL shall be responsible for complying and ensuring that its Affiliates and Agents, as applicable, comply with all relevant laws, regulations and requirements relating to the importation, packaging, distribution, marketing, promotion and sale and use of Product in the Territory. The Parties acknowledge and agree that a private label distributor is not an Agent or sublicensee hereunder, but shall be a Third Party. Nonetheless, USL’s grant of private label distribution to a Third Party, will be subject to Orion’s prior written consent as to the Third Party private label distributor, which consent shall not be unreasonably withheld. In all events requiring Orion’s consent under this Section 2.2, Orion shall be deemed to have given such consent unless, within twenty one (21) days after Orion’s receipt of notice from USL of an event requiring consent hereunder, Orion gives USL written notice stating that Orion is withholding its consent under this Section 2.2 and stating with specificity its reasons for withholding such consent.
Sub-Licenses. Supernus shall have the right to grant sublicenses under this Agreement without the prior written consent of Afecta, provided however, that (i) Supernus agrees that its sublicensing agreements will not conflict with any of its obligations hereunder; (ii) Supernus agrees to provide to Afecta a redacted copy of any fully executed sublicense agreement within 5 business days of execution.
Sub-Licenses. 5.1 Pursuant to Article 2 of this Agreement, Licensee may grant sublicenses to Sub licensees for the use of Data to develop, make, have made, use, and sell or otherwise distribute Products, including the use of Data to obtain agencies’ authorization to develop and commercialize the Products, within the Field and in the Territory, subject to prior written approval of Inserm Transfert, on behalf of the Licensors, on the identity of any proposed Sub licensee and the essential terms of such proposed sublicenses; such approval which cannot be unreasonably postponed or withheld. Furthermore, Licensee agrees to communicate to Inserm Transfert, acting on behalf of the Licensors, a copy of said sublicenses within [**] month following their signature.
5.2 Licensee agrees to include within the terms of any sublicense a clause which permits Inserm Transfert to verify Sub licensee’s specific separate accounts related to Licensee to prove they are consistent with the obligations of Licensee herein.
5.3 Licensee shall include within the terms of any sublicense a similar obligation of confidentiality as that set out in Article 9 here below.
5.4 Licensee shall be responsible towards the Licensors for the proper execution by its Sub licensees of all obligations assumed by Licensee under this Agreement.
Sub-Licenses. Xxxxxx shall have the right to sub-license the license granted pursuant to Section 2(a) to its Affiliates, but not to any Third Party, provided that any such sub-license shall be subject to Endo’s prior written consent, not to be unreasonably withheld or delayed.
Sub-Licenses. Any sub-license granted by Novartis under this License Agreement shall be subject to the terms of this Article IV and Section 2.5 of this License Agreement.
Sub-Licenses. In the event that BIOSANTE grants a sublicense under its license to any Affiliate or third party for any part of the Territory, then BIOSANTE shall be responsible for any and all acts, deeds and undertakings of its sub-licensee(s) and shall continue to be bound by all terms and provisions under this Agreement throughout its term. BIOSANTE shall assume any and all obligations and undertakings in lieu and place of its sub-licensee(s) and shall be held responsible for these obligations, including but not limited to the confidentiality obligations set forth hereinafter. Furthermore, BIOSANTE undertakes that any and all sub-license agreements shall provide for inspection and audit provisions identical to the provisions set forth below in order to enable PERMATEC to control and audit and receive any and all payments due as provided in this Agreement. BIOSANTE shall provide PERMATEC promptly with copies of all agreements with such sub-licensee(s) (with only the commercial terms redacted).
Sub-Licenses. 3.1. ASU also hereby grants to the LICENSEE the right to issue sub-licenses in the TERRITORY to SUB-LICENSEES to develop, have developed, make, have made, market, import, sell and otherwise use LICENSED PRODUCTS and to practice the LICENSED METHODS, provided the LICENSEE has current rights thereto under this Agreement. To the extent applicable, such sub-licenses shall include all of the rights of and obligations due to ASU (and, if applicable, the United States Government) that are contained in this Agreement including without limitation those obligations set forth in Article 25.
3.2. The LICENSEE shall provide ASU with a copy of each sub-license issued within thirty (30) days after execution; collect and guarantee payment of all royalties due ASU from SUB-LICENSEES; and deliver all reports due ASU from SUB-LICENSEES, as provided herein.
Sub-Licenses. Any SUB-LICENSE in the LICENSED FIELD and LICENSED TERRITORY shall be the responsibility of LICENSEE so long as this Agreement remains exclusive. It is the intent of the Parties that SUB-LICENSES shall be available to qualified third parties on fair and reasonable terms. A SUB-LICENSE shall be an exclusive license that is transferable only from LICENSEE with written authorization of LICENSOR. Written authorization shall not be unreasonably withheld. LICENSEE shall supply LICENSOR with a copy of each such SUB-LICENSE agreement Thirty (30) days prior to the proposed date of the execution of said SUB-LICENSE agreement. LICENSOR shall, within a fifteen day (1 5) period, provide written authorization or state in writing the issues it believes are legally valid justifications for not providing authorization to the LICENSEE to execute said SUB-LICENSE agreement.
