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Sublicensing Requirements Sample Clauses

Sublicensing Requirements. The right to sublicense to a Third Party is subject to a written sublicense agreement containing terms and conditions that are consistent with those contained in this Agreement, and shall include, inter alia, provisions regarding confidentiality, non-compete, indemnification, audit, record-keeping, termination and consequences of termination that are consistent with the corresponding terms and conditions provided herein. GSK shall remain liable to CureVac for all obligations under this Agreement, including all payment obligations, and shall send to CureVac a copy of the signed sublicensing agreement within [*****] after its execution, subject to the reasonable redaction of confidential information. CureVac acknowledges that all information provided to CureVac by GSK under this Section 2.2.2 shall be deemed Confidential Information of GSK and shall be subject to the terms and conditions of Section 11.
Sublicensing RequirementsTo the extent that Seller was not able prior to the Closing Date to identify all material Sublicensing Requirements or, upon receipt of Buyer's written authorization to do so, to comply with the Sublicensing Requirements for the Licensed Intellectual Property specified in Buyer's authorization, Seller shall do so until the earlier of (a) six (6) months after the Closing Date or (b) the date on which Seller files its certificate of dissolution with the Secretary of State of the State of Delaware; provided, however, that, with respect to those Sublicensing Restrictions that require the consent, approval or other action of any third party, Seller shall only be required to use commercially reasonable efforts to comply with such Sublicensing Restrictions.
Sublicensing Requirements. (i) Subject to the Sublicense Agreement Transition Period (as defined below), all sublicenses hereunder shall be in a written agreement that materially conforms to the sublicense template(s) set forth on Schedule K (the “Approved Sublicense Template”), which specifically binds the sublicensee to the terms of this Agreement and identifies Licensor as a third party beneficiary with the right to enforce directly against any sublicensee, provided Licensor gives Licensee prior written notice before enforcing any such right. The Approved Sublicense Template may be used by Licensee with other sublicensees without the need for any consents or permissions from Licensor. For the avoidance of doubt, subject to the immediately succeeding sentence, subsidiaries of Licensee must execute the Approved Sublicense Template prior to enjoying or otherwise exercising any rights granted under this Agreement, and Licensee shall ensure such entities’ compliance with all terms and conditions of this Agreement. Notwithstanding anything contained herein to the contrary, Licensee shall transition all sublicensees set forth in Section 2.2(a), excluding the Designated TPN Members, to the Approved Sublicense Template as soon as reasonably practicable following the Effective Date but no later than the date that is eighteen (18) months following the Effective Date. Licensee shall provide Licensor with a written quarterly update on the identity and status of any sublicenses that have been entered into (together with an executed copy of the applicable sublicense agreement), terminated or otherwise remain in effect, whether Licensee has discovered or become aware of any material or ongoing, uncured non-compliance therewith, and additional information about the sublicensees (including with respect to agreements with the GBT Joint Venture Companies) as Licensor may reasonably request (including in connection with maintaining the goodwill or value of or enforcing Licensor’s rights under this Agreement or the Licensed Mxxx); provided that Licensee shall provide Licensor with written notice as soon as reasonably practicable upon discovering that a GBT Joint Venture Company or other joint venture that is allowed to use the Licensed Mxxx pursuant to an agreement set forth on Schedule I-B does not comply in all respects with the Specified Laws or the Compliance Protocols as applied to such GBT Joint Venture Company or other joint venture to the extent required under applicable Banking Laws (each, a ...
Sublicensing Requirements. (1) Distributor will distribute, and will ensure that its distributors and resellers distribute, the Software under the Adobe end user license agreement accompanying the Software. (2) If the Software offers or displays such agreement as a part of its installation, Distributor will not configure the Software to avoid such offer or display. (3) As a specific exception to the above, a Distributor that distributes copies of the Adobe Acrobat Reader over an Intranet as permitted by Section 2.2(A) may suppress the display of the end user license agreement in accordance with any customization wizard and documentation provided by Adobe and provided, further, that, prior to such distribution, Distributor accepts the terms of such agreement on behalf of itself and all of its Intranet end users. (4) If no end user license agreement accompanies the Software, Distributor must distribute the Software under an end user license agreement containing the following minimum terms in favor of Distributor and its suppliers: (i) prohibition against distribution and copying, (ii) prohibition against modifications and derivative works, (iii) prohibition against decompiling, reverse engineering, disassembling, and otherwise reducing the software to a human-perceivable form, (iv) provision indicating ownership of software by Distributor and its suppliers, (v) disclaimer of all applicable statutory warranties, to the full extent allowed by law, and (vi) industry standard limitation of liability, including a disclaimer of indirect, special, incidental, punitive, and consequential damages. (5) Distributor will not grant any rights in the Software under a license that: (i) allows modification of the Software, (ii) requires the disclosure or distribution of the Software in source code form, or (iii) allows the distribution of the Software for a fee. (6) Distributor will not make any warranty, express or implied, on behalf of Adobe. (7) If Distributor distributes the Software to a primary or secondary educational institution (each, a “School”), Distributor shall require the School to represent and warrant that (i) the School has the authority to provide student personal information to Adobe, or to authorize Adobe to collect student personal information through the Software, and (ii) the School has provided appropriate disclosures to, and obtained consents from, the School’s end users, the parents or guardians of students, or any other required individual regarding the School’s use of the ...
Sublicensing Requirements. Each sublicense granted by either Party will be consistent with and subject to the applicable terms and conditions of this Agreement and the Party granting such sublicense will remain responsible to the other Party for the compliance of each such sublicensee with such terms and conditions. Novartis will, within [***] following the grant of a sublicense pursuant to Section 5.3.1 (Right to Grant Sublicenses) other than [***], notify Ionis of its grant of any sublicense pursuant to Section 5.3.1 (Right to Grant Sublicenses), including the identity of the relevant Sublicensee as well as a [***]. [***], Novartis will promptly provide Ionis with a true and complete copy of any sublicense agreement for, or that includes, such country that is (a) granted to a CMO under Section 5.4.2 (Novartis’ CMOs) or (b) for a grant of all or substantially all of Novartis’ or its Affiliates’ rights to Commercialize a Licensed Product in such country to a Third Party; provided, however, that Novartis will have the right to redact any financial terms and other technical or business information from such copy of the sublicense agreement if Novartis determines in good faith that such redactions are necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Novartis’ obligations under this Agreement.
Sublicensing Requirements. If by the [*] of the Effective Date Kissei has accomplished none of the following in any country or region in the Kissei Territory (i.e., China, Taiwan or Korea): (i) [*] for the Product, or (ii) [*] for the Product, or (iii) [*] the Product, then Rigel shall inform Kissei of its decision to regain the right to the Product in the applicable country or region and the Parties shall promptly, and in any event within [*] after Rigel so informs Kissei, confirm in writing that such country or region shall no longer be included in the Kissei Territory under this Agreement and shall become part of the Rigel Territory. For clarity, if the Parties fail to so confirm in writing that any such country or region is no longer included in the Kissei Territory within such [*] period, such country or region shall automatically be deemed part of the Rigel Territory and excluded from the Kissei Territory upon the expiration of such [*] period. In addition, prior to Kissei’s [*], if Rigel or Kissei receives a sublicensing request under the licenses granted to Kissei under this Agreement to Develop and Commercialize the Product in such country, Kissei shall use good faith efforts to negotiate a sublicense agreement with the requesting party on commercially reasonable terms and in accordance with Section ‎2.2.
Sublicensing RequirementsSubject to clause 3.1, the Licensee may Sublicense some or all of the rights granted to the Licensee under this Agreement to another person, provided that:
Sublicensing Requirements. Any sublicense agreement entered into by SCI or ON Trading as permitted by Section 2.5(a) (a “Sublicense Agreement”) must contain the license restrictions in Section 2.10 and other terms and conditions that are at least as protective of LSI Holdings’ and its Affiliates’ rights and interests in the Process Technology, Product Technology, and Licensed Fab Software as the provisions of this Agreement and of the Master NDA, and ON Trading or SCI must promptly notify LSI Holdings in writing after such sublicense is granted. In addition, before exercising any “have designed,” “have developed”, or “have manufactured” rights with respect to a third party, ON Trading or SCI (as the case may be) must enter into a binding written agreement with such third party (a “Contract Services Agreement”) that contains terms and conditions that are at least as protective of LSI Holdings’ and its Affiliates’ rights and interests in the Process Technology, Product Technology, and Licensed Fab Software as the provisions of this Agreement and of the Master NDA. Each Sublicense Agreement must include a provision stating the sublicenses granted to such third party will automatically terminate, without notice, if such third party Asserts a patent infringement claim against LSI or any of its Affiliates or (with respect to LSI Products) any of
Sublicensing Requirements. The Distributable Components shall be sublicensed by Partner to End Users (directly or through Partner’s distributors) pursuant to a written license agreement between Partner (or its distributor) and the End User that includes, in substance, all of the minimum terms and conditions set forth in Annex 2. Upon SAP's request from time to time, Partner shall confirm in writing its compliance with the foregoing obligation.

Related to Sublicensing Requirements

  • Licensing Requirements (a) Employer and Employee hereby covenant and agree that this Agreement and/or Employee’s employment may be subject to the approval of one or more gaming regulatory authorities (the “Authorities”) pursuant to the provisions of the relevant gaming regulatory statutes (the “Gaming Acts”) and the regulations promulgated thereunder (the “Gaming Regulations”). Employer and Employee hereby covenant and agree to use their best efforts to obtain any and all approvals required by the Gaming Acts and/or Gaming Regulations. In the event that (i) an approval of this Agreement or Employee’s employment by the Authorities is required for Employee to carry out Employee’s duties and responsibilities set forth in Section 3 of this Agreement, (ii) Employer and Employee have used their best efforts to obtain such approval, and (iii) this Agreement or Employee’s employment is not so approved by the Authorities, then this Agreement shall immediately terminate and shall be null and void, thus extinguishing any and all obligations of either party, subject to any surviving obligations of Employee under Sections 9, 10 and 21. (b) If applicable, Employer and Employee hereby covenant and agree that, in order for Employee to discharge the duties required under this Agreement, Employee must apply for or hold a license, registration, permit or other approval (the “License”) as issued by the Authorities pursuant to the terms of the relevant Gaming Act and as otherwise required by this Agreement. In the event Employee fails to apply for and secure, or the Authorities refuse to issue or renew Employee’s License, Employee, at Employer’s sole cost and expense, shall promptly defend such action and shall take such reasonable steps as may be required to either remove the objections or secure or reinstate the Authorities’ approval, respectively. The foregoing notwithstanding, if the source of the objections or the Authorities’ refusal to renew or maintain Employee’s License arise as a result of any of the acts, omissions or events described in Section 1(c) of this Agreement, then Employer’s obligations under this Section 8 also shall not be operative and Employee shall promptly reimburse Employer upon demand for any expenses incurred by Employer pursuant to this Section 8. (c) Employer and Employee hereby covenant and agree that the provisions of this Section 8 shall apply in the event Employee’s duties require that Employee also be licensed by governmental agencies other than the Authorities.

  • Sublicense Requirements Any Sublicense: (A) is subject to this Agreement; (B) will reflect that any sublicensee will not further sublicense; (C) will prohibit sublicensee from paying royalties to an escrow or other similar account; (D) will expressly include the provisions of Sections 8, 9, and 10 for the benefit of Stanford; and (E) will include the provisions of Section 4.4 and require the transfer of all the sublicensee’s obligations to *****, including the payment of royalties specified in the Sublicense, to Stanford or its designee, if this Agreement is terminated. If the sublicensee is a spin-out from *****, ***** must guarantee the sublicensee’s performance with respect to the payment of Stanford’s share of Sublicense royalties.

  • COMPLIANCE WITH LICENSING REQUIREMENTS CONTRACTOR shall comply with all necessary licensing requirements and shall obtain appropriate licenses and display the same in a location that is reasonably conspicuous, as well as file copies of same with the County Executive Office.

  • License Requirements The Hotel’s alcoholic beverage license requires that the Hotel shall: (i) request proper identification (photo ID) of any person of questionable age and refuse alcoholic beverage service if the person is either under age or proper identification cannot be produced, and (ii) refuse alcoholic beverage service to any person who, in the Hotel’s judgment, appears to be intoxicated; and (iii) instruct its personnel to avoid encouraging patrons to consume alcoholic beverages (commonly referred to as “over-pouring”).

  • Sublicensing Rights (a) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) the Sublicensing Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***].

  • Staffing Requirements Licensee will be in full compliance with the main studio staff requirements as specified by the FCC.

  • Trunking Requirements The Parties will provide designed Interconnection facilities that meet the same technical criteria and service standards, such as probability of blocking in peak hours and transmission standards, in accordance with current industry standards.

  • Screening Requirements Extendicare shall ensure that all prospective and current Covered Persons are not Ineligible Persons, by implementing the following screening requirements: a. Extendicare shall screen all prospective Covered Persons against the Exclusion Lists prior to engaging their services and, as part of the hiring or contracting process, shall require such Covered Persons to disclose whether they are Ineligible Persons. b. Extendicare shall screen all Covered Persons against the Exclusion Lists within 90 days after the Effective Date and on an annual basis thereafter. c. Extendicare shall implement a policy requiring all Covered Persons to disclose immediately any debarment, exclusion, suspension, or other event that makes that person an Ineligible Person. Nothing in Section III.G affects Extendicare’s responsibility to refrain from (or its liability for) billing Federal health care programs for items or services furnished, ordered, or prescribed by excluded persons. Extendicare understands that items or services furnished by excluded persons are not payable by Federal health care programs and that Extendicare may be liable for overpayments and/or criminal, civil, and administrative sanctions for employing or contracting with an excluded person regardless of whether Extendicare meets the requirements of Section III.G.

  • Minimum Vendor License Requirements Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving Vendor if Vendor’s license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, are suspended or terminated subject to a 30‐day cure period unless prohibited by applicable statue or regulation.

  • Filing Requirements Escrow securities will not be released under this Part until the Issuer does the following: (a) at least 20 days before the date of the first release of escrow securities under the new release schedule, files with the securities regulators in the jurisdictions in which it is a reporting issuer (i) a certificate signed by a director or officer of the Issuer authorized to sign stating (A) that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition, and (B) the number of escrow securities to be released on the first release date under the new release schedule, and (ii) a copy of a letter or other evidence from the exchange or quotation service confirming that the Issuer has satisfied the condition to become an established issuer; and (b) at least 10 days before the date of the first release of escrow securities under the new release schedule, issues and files with the securities regulators in the jurisdictions in which it is a reporting issuer a news release disclosing details of the first release of the escrow securities and the change in the release schedule, and sends a copy of such filing to the Escrow Agent.