Sublicense and Subcontracting Agreements Sample Clauses

Sublicense and Subcontracting Agreements. Each time a Party grants a sublicense pursuant to Section 10.2(a)(i) or 10.2(a)(ii) or engages a subcontractor pursuant to Section 10.2(b), it shall enter into a written agreement (a “Third Party Agreement”) with the licensee, sublicensee or subcontractor, as the case may be (the “Contracting Third Party”). Each such Third Party Agreement shall be consistent with and subject to the terms and conditions of this Agreement, and the sublicensing or subcontracting Party shall remain fully liable for the performance of its obligations and for the performance of such Contracting Third Party in accordance with the terms of this Agreement, and all acts or omissions of the Contracting Third Party shall be deemed acts or omissions of such sublicensing or subcontracting Party hereunder. In addition, each such Third Party Agreement shall require that such Contracting Third Party: (i) comply with the terms and conditions of this Agreement that are applicable to its activities; and (ii) (x) subject to Section 13.1(d), in the case of a Contracting Third Party that is a subcontractor, assign to such Party, or (y) in the case of a Contracting Third Party that is a sublicensee, assign to such Party or grant to such Party the royalty-free license under and right of reference to (with rights to grant sublicenses and further rights of reference to the other Party and its Affiliates and sublicensees), in each case ((x) and (y)): (A) all Information (including all Regulatory Data) and Regulatory Documentation generated by or on behalf of such Contracting Third Party in connection with the Development of Products; and (B) all Patents owned or controlled by such Contracting Third Party with respect to the Products. A copy of each such Third Party Agreement, redacted as appropriate for competitively sensitive information or as required to comply with confidentiality obligations, shall be provided to the other Party within [***] days after its execution.
Sample 1
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Related to Sublicense and Subcontracting Agreements

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Supply Agreement Buyer shall have executed and delivered the Supply Agreement to the Company.

  • License Terms 1. The license granted to use and have used the Licensed Marks with respect to, and in conjunction with, the manufacture, offer for sale, sale, importation, exportation, and provision of Licensed Products is non-exclusive, worldwide and royalty-free and includes the right to sublicense to Licensee’s subsidiaries and affiliates.

  • Research Licenses The Parties shall, and do hereby grant to each other all required licenses (on a non-exclusive, non-sublicenseable, royalty-free, for research and development purposes only basis) in respect of an individual Party’s Intellectual Property necessary for the other Party to conduct the activities contemplated hereunder this Agreement.

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