Sublicense Grants Sample Clauses

Sublicense Grants. Subject to the terms of this Agreement and the APA, VIVUS hereby grants to KVP as of the Effective Date the sole and exclusive (including with respect to VIVUS) sublicense, under all of VIVUS’s interest in:
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Sublicense Grants. Licensee may sublicense Software to Subcontractors solely for the purpose of designing or manufacturing the Licensed Products on their behalf, or programming the Software into Devices which will then be integrated into Licensee Products, provided however that Licensee obtains the express acknowledgment and undertaking of each such Subcontractor to be bound by terms and conditions of confidentiality and limited use that are no broader in scope and duration than the confidentiality and limited use terms and conditions in this Agreement, and Licensee remains responsible for any breach by such Subcontractor. Licensee may also grant owners in due course of Licensee Products a sublicense to use Software as a component of Licensee Products.
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Sublicense Grants. Subject to the terms, conditions, and exemptions set forth in the definitive license agreement and other Definitive Agreements, including those governing operation of Licensee and expressly subject and subordinate to all applicable requirements and obligations of “Sublicenses” under the Harvard License Agreement and Harvard Research Collaboration Agreement (including all requirements to comply with 35 U.S.C. §§ 200-212 and 37 C.F.R. § 401 et seq. and all export control laws), all of which are incorporated by reference, ReWalk shall grant to Licensee (and any subsidiaries of Licensee who sign the definitive license agreement): (i) an exclusive, royalty-bearing, non-sublicensable, non-transferable sublicense under the Harvard Patent Rights applicable to the Business of Licensee in the Territory in the Harvard Related Field, without breaching the terms and conditions set forth in the Harvard License Agreement, solely to make, have made, offer for sale, sell, have sold, repair, service and import Licensed Products in Harvard Related Field in the Territory solely for use and sale in the Territory; and (ii) a non-exclusive, non-sublicensable, non-transferable sublicense under the Harvard Know-How applicable to the Business of Licensee in the Territory in the Harvard Related Field, without breaching the terms and conditions set forth in Harvard License Agreement, solely to make, have made, offer for sale, sell, have sold, repair, service and import Licensed Products in the Harvard Related Field in the Territory solely for use and sale in the Territory. ReWalk shall use its reasonable best efforts to keep all of ReWalk’s license rights under any Harvard IP in full force with respect to the Business of the Licensee in the Harvard Related Field and in the Territory during the Term and at the reasonable request of Licensee, shall keep Licensee reasonably informed of any materially adverse changes in the status of any such rights. If there are no Valid Claims (as such term is defined in the Harvard License Agreement) under the Harvard Patent Rights, then the sublicenses granted under Harvard IP shall automatically terminate (and for clarity, Licensee shall have no obligation to pay royalties for the sublicenses under Harvard IP). In the event of any termination of the Harvard License Agreement by Harvard, at the reasonable request of Licensee, ReWalk shall provide Licensee with the name of ReWalk’s contact at Harvard with respect to the Harvard License Agreement.
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Sublicense Grants. Subject to the terms and conditions of this Agreement and the acquisition of the necessary consents and the fulfillment of necessary conditions precedent in accordance with Section 4.3 below, Novartis and Genetic Therapy hereby grant to Cell Genesys (to the extent permitted under the agreements identified on Exhibit E attached hereto):
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Related to Sublicense Grants

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX:

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • 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.

  • Exclusive License Grant Subject to the terms and conditions of this Agreement (including Section 3.5.1 (Takeda Retained Rights)), Takeda hereby grants to Licensee an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to Exploit the Licensed Compounds and Licensed Products in the Field in the Licensee Territory.

  • Sublicenses Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Sublicense Agreements Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement (each, a "Sublicense Agreement"). Each such sublicense agreement shall contain, among other things, provisions to the following effect:

  • The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) :

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