Sublicenses and Assignment Sample Clauses

Sublicenses and Assignment. STI also grants to CSI the right to issue sublicenses during the term of this Agreement. Each sublicense shall include all of the rights and obligations due STI under the terms of this Agreement. This Agreement may be assigned by CSI to one of its subsidiaries or affiliates, provided such subsidiary or affiliate shall be bound by all the terms and conditions of this Agreement.
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Sublicenses and Assignment. Except as provided below and in Section 10.8, in no event may Conexant, or any Conexant Affiliate or Conexant Spin-off assign, sublicense, or otherwise transfer any of its rights under the license granted in Section 2 without the express, prior written consent of Company, which consent may be withheld in the sole discretion of Company. Conexant may grant sublicenses under the licenses granted in Section 2 only: (a) to Conexant Spin-offs, (b) in connection with the sale of all or any part of any Conexant business, business unit, division, or operation, and/or (c) to third-party manufacturers (but only for the purpose of having such third-party manufacturers manufacture Conexant Products for Conexant and Conexant Affiliates and provide related services (including testing, assembly, and packaging services) to Conexant and Conexant Affiliates). Before granting any such sublicense, Conexant will ensure that the sublicensee has signed a binding written agreement containing, at a minimum, the terms set forth in Exhibit B, and at the Company's request, Conexant will provide a copy of each such sublicense agreement. In no event may Conexant sublicense rights broader in scope than the rights licensed to Conexant in this Agreement (it being understood that in the case of sublicenses granted to Conexant Spin-offs or purchasers of a Conexant business, business unit, division, or operation, the term "Conexant Products" will be interpreted as if (i) the name of such Conexant Spin-off or such purchaser were substituted for "Conexant" in clause (a) of such definition, (ii) clause (b) of such definition will be interpreted to mean any and all Conexant Products (as originally defined) that are transferred to such Conexant Spin-off or such purchaser in connection with the spin-off or divestiture, and (iii) references to "Conexant Affiliates" will be interpreted to mean Affiliates of such Conexant Spin-off or such purchaser). Except as expressly provided in this Section 3.2, Conexant may not grant any sublicenses under the licenses granted in Section 2 (it being understood that implied sublicenses arising under the "exhaustion" or "first sale" doctrine or similar legal principles are still allowed).
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Sublicenses and Assignment. The License is personal to Licensee. Except for the sublicenses under Paragraph 4.2 below, Licensee shall have neither the right nor the power to grant any sublicense under the License or this Agreement or to otherwise license or transfer any Disclosed Information, Proprietary Information, Proprietary Materials or Licensed Patents without the prior written consent of Interline. Such consent shall not be unreasonably withheld. Licensee has neither the right nor the power to encumber, pledge or hypothecate the License or to assign, convey or transfer the License without Interline's advance written consent.
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Sublicenses and Assignment. The terms of this Section 4.2(b) shall apply only with regard to a Verified Compound for which Cephalon does not exercise the Option set forth in Section 6.6. (i) Champions hereby acknowledges and agrees that Cephalon may enter into one or more contractual arrangements with NewCo (collectively, the “NewCo Transactions”) pursuant to which, among other things, (I) Cephalon may transfer, license or assign certain rights relating to the one or more Verified Compounds to NewCo (or its designee) to enable the conduct by or on behalf of NewCo of one or more proof of concept clinical studies using such Verified Compounds (the “Studies”); and, (II) for a specified period of time in connection with such Studies, Cephalon may either (x) pay NewCo for all rights and obligations relating to the Verified Compound, including without limitation Cephalon’s rights and obligations with respect thereto under this Agreement, or (y) sublicense or assign to NewCo (or its designee) all of Cephalon’s rights and obligations relating to the Verified Compound, including without limitation Cephalon’s rights and obligations with respect thereto under this Agreement (the “NewCo Sublicense”). In the event Cephalon does not exercise its option to obtain all rights and obligations relating to the applicable Verified Compound as contemplated under sub-clause (II)(x) in the preceding sentence (the “NewCo Option”), Cephalon shall notify Champions within five (5) business days thereof (the “Option Decision Notice”), and NewCo shall provide Champions information about the status of the development of the applicable Verified Compound and, subject to Champions’ agreement to any confidentiality obligations, the relevant results and data generated from the applicable Studies. For purposes hereof, “NewCo” means a legal entity, the outstanding equity interests of which are owned by Cephalon (or its Affiliate) and one or more third party investors. (ii) Cephalon shall ensure that if Cephalon does not exercise the NewCo Option, then Champions shall have a right to submit an offer to NewCo regarding the acquisition by Champions of all rights to the applicable Verified Compound, or other mutually acceptable business relationship, on terms reasonably acceptable to NewCo in good faith and consistent with pharmaceutical industry standards for small molecule programs at such stage of development, taking into account NewCo’s investment and sunk cost, risk, market potential, net present value and other commonl...
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Sublicenses and Assignment. (1) STI also grants to BFI the right to issue sublicenses during the term of this Agreement, as follows: (i) Any agreement concerning any such sublicense (a "Sublicense Agreement") shall include all of the rights and obligations due STI under the terms of this Agreement and shall provide for an initial payment to BFI (the "Initial Sublicense Fee") in a minimum amount of $250,000 and an on-going royalty of 8.5% of gross contract revenue of the sublicensee derived from products or services containing the Property or the Technology (the "Sublicense Royalty") (the "Standard Sublicense Terms"). (ii) Any deviation from these Standard Sublicense Terms must be approved, in writing, by STI. In the event STI withholds such approval, BFI, at its discretion, may either refuse to enter into the Sublicense Agreement, or may execute the non-conforming Sublicense Agreement, in which case BFI shall be obligated to pay to STI the STI Sublicense Payments, pursuant to Section 1.d(2) hereof. 16 (iii) Within sixty (60) days of executing any Sublicense Agreement, BFI shall provide STI with a copy of such Sublicense Agreement. (2) This Agreement may be assigned by BFI to one of its subsidiaries or affiliates; provided, that such subsidiary or affiliate shall be bound by all the terms and conditions of this Agreement."
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Sublicenses and Assignment. Except as provided in Section 2.01 above, the rights and licenses granted hereunder convey no right to grant sublicenses to Licensed Technology, are not to be deemed transferable by operation of law for any purpose, are indivisible, and are nonassignable, except with MCC's prior written approval. Notwithstanding the foregoing, GKIS may disclose and permit use of Licensed Technology by a contractor who agrees for the benefit of MCC to be bound by the confidentiality provisions of this Agreement, to the extent necessary to permit GKIS to have products made or have services provided to GKIS. Likewise, GKIS may act as a subcontractor in the performance of a U.S. Government contract to a prime contractor by granting a limited sublicense to such prime contractor with respect to Licensed Technology relating to the specific contract in question, provided GKIS otherwise complies with this Agreement and that the prime contractor agrees in writing to comply with the confidentiality provisions of this Agreement.
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Related to Sublicenses and Assignment

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • SUBLICENSING AND ASSIGNMENT Controlled Affiliate shall not, directly or indirectly, sublicense, transfer, hypothecate, sell, encumber or mortgage, by operation of law or otherwise, the rights granted hereunder and any such act shall be voidable at the sole option of Plan or BCBSA. This Agreement and all rights and duties hereunder are personal to Controlled Affiliate.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

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