Sublicense Sample Clauses

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. Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s further sublicense of the rights delivered hereunder without JHU’s prior written approval, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless JHU has approved the sublicense in writing.

Sublicense. Licensee shall have the sole and exclusive right to grant sublicenses to any party with respect to the rights conferred upon Licensee under this Agreement, provided, however, that any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement and shall not exceed the scope of the license granted to Licensee hereunder. Promptly after execution of any sublicense agreement, Licensee shall give written notice to Scripps of the grant of such sublicense and details of the following material terms: (i) the name of the sublicensee, (ii) the duration of the sublicense, (iii) the Scripps Patent Rights and Scripps Technology that are the subject of the sublicense, and (iv) the commercialization obligations imposed upon the sublicensee. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales of such Affiliate or sublicensee the same as if said Net Sales had been made by Licensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps.

Sublicense. Buyer may sublicense the Software only in executable code form to Buyer’s customers and only as a part of a sale or lease of Buyer’s products that incorporate Seller’s Products without the right to grant further sublicenses. All such sublicenses must be subject to a written agreement that protects the Software in the same manner that Buyer protects its own proprietary materials of like significance, but with no less than commercially reasonable protection that includes at a minimum, the restrictions set forth in this Section 2.4.

Sublicense. Seller is party to the Formulation License-in Agreement, whereby Mediterranean Cuisine Operating Company, LLC granted Seller a perpetual, non-exclusive (except as set forth in the Formulation License-in Agreement), royalty-free, and irrevocable (except as set forth in the Formulation License-in Agreement), right and license to: (a) use, reproduce, modify, improve and create derivative works of certain Licensed Formulations (as set forth in the Formulation License-in Agreement), (b) make, have made, use, sell and offer for sale any food or beverage items developed by Seller from the Licensed Formulations and (c) use the Licensed Formulations for mass-marketed, pre-packaged foods and beverages solely in connection with the “Yalla” brand (collectively, the “Permitted Use”). Per the terms of the Formulation License-in Agreement, Seller hereby grants Buyer a perpetual, non-exclusive, royalty-free, and irrevocable (except as set forth herein) right and sub-license to use the Licensed Formulations for the Permitted Uses (the “Sublicense”). Buyer agrees to be bound by the terms and conditions of the Formulation License-in Agreement. The Sublicense is irrevocable only to the extent that the Formulation License-in Agreement is irrevocable and may be terminated/revoked if Buyer fails to comply with the terms and conditions of the Formulation License-in Agreement or uses the Licensed Formulations for a use other than a Permitted Use. All limitations set forth in the Formulation License-in Agreement, including without limitation the Disclaimers and Limitations on Liability, apply (mutatis mutandis) to the Sublicense granted herein. Notwithstanding anything to the contrary, (w) promptly following the date hereof, Seller shall use commercially reasonable efforts to obtain consent from Mediterranean Cuisine Operating Company, LLC to assign the Formulation License-in Agreement to Purchaser, (x) upon obtaining such consent, Seller shall promptly assign the Formulation License-in Agreement to Purchaser, (y) upon such assignment, the Sublicense shall automatically and immediately terminate with no further action on the part of any Person and (z) if such consent cannot be obtained, Seller shall sublicense the Formulation License-in Agreement to franchisees of Purchaser utilizing the form (mutatis mutandis) of the Sublicense.

Sublicense. 2.2.1 Licensee may grant written, nonexclusive Sublicenses to third parties. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by the Sublicensee, then: (i) If such Sublicense occurs within one year of the Effective date Licensee shall pay UFRF thirty five percent (35%) of such payments; (ii) Twenty five percent (25%) of such payments if Sublicense occurs after one year but less than two years from the Effective Date; or (iii) fifteen percent (15%) if Sublicense occurs after two years from the Effective Date, all of which shall be paid in the manner specified in Section 4.5. Licensee shall not receive from Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF whose permission shall not be unreasonably withheld. 2.2.3 Licensee shall provide UFRF with a copy of each sublicense agreement within thirty (30) days prior to the execution of the sublicense agreement.

Sublicense. Prior to the execution of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification of the identity and address of the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having to stay confidential between LICENSEE and Sublicensee). For the avoidance of doubt, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEE.

Sublicense. (a) Subject to the limitations set forth in this Agreement, UNIVERSITY hereby grants to LICENSEE, and LICENSEE hereby accepts, the right to sublicense the Patent Rights to Sublicensees but only for so long as LICENSEE'S license under the Patent Rights is exclusive. (b) Notwithstanding any other terms in this Agreement, LICENSEE shall not sublicense the Patent Rights to any Affiliate of LICENSEE or to any Affiliate of LICENSEE'S Affiliates. (c) With respect to sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (1) not receive, or agree to receive, anything of value in lieu of cash as considerations from a third party under a sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY; (2) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, Sponsor Rights) contained in this Agreement; (3) promptly provide UNIVERSITY with a copy of each sublicense issued; and (4) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (1) LICENSEE shall notify UNIVERSITY of any proposed grant of a sublicense and the terms thereof. UNIVERSITY shall then have ten (10) business days to notify LICENSEE that the terms of such proposed sublicense is acceptable or not acceptable, provided, however, that if UNIVERSITY does not notify LICENSEE that the terms are either acceptable or not acceptable, then UNIVERSITY shall be deemed to accept the proposed terms of such proposed sublicense. (2) If a sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon termination of this Agreement for any reason, such sublicense shall continue in full force and effect. If a sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon the license grant in Paragraph 2.1 becoming nonexclusive such sublicense shall continue in full force and effect and all of the payments received thereafter by LICENSEE from such Sublicensee, if any, shall be paid and/or forwarded to UNIVERSITY. (3) Unless sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon termination of this Agreement for any reason, or upon the license grant in Paragraph 2.1 becoming nonexclusive, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all sublicenses.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under Sublicense without the express written consent of UNIVERSITY; (ii) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the sponsor’s rights) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. For the avoidance of doubt, AFFILIATES’ rights extended by LICENSEE also terminate upon termination of this Agreement.

Sublicense. Some Software may require a sublicense agreement between you and Customer. The written sublicense agreement must be available to us upon request and will incorporate the terms as provided by HP.