Sublicensing by Licensee Sample Clauses

Sublicensing by Licensee. Subject to the terms of this Section 2.5, Licensee may grant a Sublicense of its rights granted pursuant to Section 2.1. The terms of each Sublicense shall be subject to and consistent with the applicable terms of this Agreement, and each Sublicense shall terminate upon termination of this Agreement. Licensee shall promptly inform Licensor of the execution, scope, amendment, and termination of each Sublicense and the name and address of each Sublicensee. Any such Sublicense(s) will not alleviate or reduce Licensee's obligations to product revenues sufficient to pay the amounts due Licensor under Article III and Article IV hereof, or to otherwise Commercially Exploit the Product, the Patent Rights and the Licensed Technology.
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Sublicensing by Licensee. 7.1.2.1. Subject to the requirements of Section 7.1.2.2, Licensee may grant sublicenses through multiple tiers of the rights granted by Eureka to Licensee under Section 7.1.1 to (a) any Affiliate or, subject to Section 7.1.3, any Subcontractor engaged by or on behalf of Licensee or any of its Affiliates and (b) with Eureka’s prior written consent, not to be unreasonably withheld, delayed, or conditioned, to any other Third Parties.
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Sublicensing by Licensee. (a) LICENSEE has the right to grant royalty-bearing sublicense to independent third parties. No such sublicenses shall contain any terms and conditions that detract from the rights of VANDERBILT under this Agreement, including the right to receive payment of royalties and fees as set forth in this Agreement. LICENSEE’s obligation to meet the diligence requirements of Paragraph 3.1 shall not be waived by any grant of any sublicense. LICENSEE agrees to acknowledge this Agreement in each sublicense. Copies of all sublicense agreements shall be provided to VANDERBILT with thirty (30) days of execution. LICENSEE shall be permitted to redact from all such copies any financial information which it considers to be confidential and that do not impact payments VANDERBILT or otherwise impair VANDERBILT’s ability to confirm LICENSEE’s compliance with this Paragraph 2.7(a).
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Sublicensing by Licensee. Licensee acknowledges that the License includes sublicenses under the rights licensed to VIVUS under the MTPC Agreement and that VIVUS is required to notify and consult with MTPC with respect to the selection of sublicensees. Consequently, the License may only be further sublicensed on condition that (i) Licensee shall have used Commercially Reasonable Efforts to promptly notify, consult with, provide all reasonably requested information and cooperate with VIVUS in good faith prior to any such sublicensing in connection with the ongoing obligation of VIVUS to notify and consult with MTPC in respect of the selection of sublicensees, (ii) provide VIVUS reasonable opportunity to so notify and consult with MTPC in respect of the selection of sublicensees, (iii) each sublicensee agrees, in writing, to use Commercially Reasonable Efforts to maximize the sale of Products, and (iv) each sublicensee agrees, in writing, to be bound by the same obligations as Licensee under this Agreement (including Section ‎2.8(a)); provided, further, however, that notwithstanding anything to the contrary herein or otherwise, Licensee may sublicense the License to *** at any time, subject to clauses (iii) and (iv) above. At Licensee’s request, VIVUS shall use Commercially Reasonable Efforts to obtain any consents or approvals from MTPC that are required for Licensee to grant such a sublicense, it being understood that, so long as VIVUS uses such Commercially Reasonable Efforts, VIVUS shall not be responsible for any denials or delays resulting from MTPC’s action or inaction. Any agreement granting a sublicense under the License shall be consistent with the terms of this Agreement and shall include confidentiality and non-use obligations no less stringent than those set forth in ‎ARTICLE 11. Notwithstanding any sublicenses granted by Licensee hereunder, Licensee shall remain responsible for and guarantee the performance of its obligations under this Agreement.
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Sublicensing by Licensee. Licensee may sublet or sublicense, its rights under this License or any SLA without Licensor’s consent. The amount of revenue share in connection with sublicensing by Licensee must be amended in the SLA and Schedule 1.
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Sublicensing by Licensee. Sublicensees of Licensee shall be entitled to sublicense to Third Parties the right to manufacture the Product, provided such Third Party manufacturers are permitted to sell only to Licensee or its immediate Sublicensees. Sublicensees of Licensee may not grant sublicenses of the rights granted by Licensor under this Agreement without the written consent of Licensor, which consent shall not be unreasonably withheld or delayed. Should Licensee or any Sublicensee of Licensee grant any sublicenses, the terms and conditions of such sublicenses and the identity of Sublicensees shall be at the sole discretion of Licensee and no consent shall be required from Licensor in connection with the terms and conditions of such sublicenses or the identity of Sublicensees.
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Sublicensing by Licensee. (a) Licensee may grant Sublicenses. Licensee agrees to give BioStratum reasonable advance written notice of Licensee’s intent to grant any Sublicense, including the proposed terms thereof. No Sublicenses shall contain any terms and conditions that detract from the rights of BioStratum under this Agreement, including the right to receive payment of fees as set forth in this Agreement. Licensee’s obligation to meet the diligence requirements of Sections 3.1, 3.2, 3.3, 3.4 and 3.5 shall not be waived by the grant of any Sublicense. Licensee agrees to acknowledge this Agreement in each Sublicense. Copies of all Sublicense agreements shall be provided to BioStratum within thirty (30) days of execution.
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Sublicensing by Licensee. Subject to the terms and conditions of this Agreement, Licensee shall have the right to sublicense its rights under Section 2.1(a) subject to the prior written consent of Licensor, such consent not to be unreasonably withheld or delayed, to any Third Party.
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Sublicensing by Licensee 
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Related to Sublicensing by Licensee

  • Licensee Licensee represents and warrants that:

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • Sublicensing Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

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