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.
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Sublicensing Requirements. To 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.
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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.
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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.
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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 ...
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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.
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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.
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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
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Sublicensing Requirements. Subject 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:
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Related to Sublicensing Requirements

  • Licensing Requirements The following licensing requirements shall apply when the applicable Florida Statute mandates specific licensing for Contractors engaged in the type of work covered by this solicitation.

  • Sublicense Requirements Any Sublicense:

  • Sublicensing Rights Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Filing Requirements Escrow securities will not be released under this Part until the Issuer does the following:

  • 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.

  • Closing Requirements Closing shall occur after approval of title commitment, as described hereinabove.

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Funding Requirements If Subrecipient receives funds pursuant to this Contract for more than one program, the funds received by Subrecipient for each program shall be expended only for that program, and Subrecipient shall not expend more funds for any program than are set forth in the Attachment C, Budget Schedule(s) for that program. Subrecipient shall operate continuously throughout the term of this Contract with at least the minimum number and type of staff and volunteers required for provision of the services described. Such staff and volunteers shall be qualified in accordance with all applicable statutes and regulations. Subrecipient agrees to submit to Administrator, upon request, a list of persons, including employees, subcontractors and volunteers, who are to provide such services, and any changes to said list, by name, title, professional degree, and experience. Additional Services. Subrecipient also shall provide the following services to Older Individuals to whom it provides the services described herein in Attachment A with the consent of the Older Individual, or his or her representative, Subrecipient shall bring to the attention of appropriate officials for follow-up, conditions or circumstances which place the Older Individual, or the household of the Older Individual, in imminent danger. Nothing in this paragraph shall be construed to limit Subrecipient’s responsibilities for elder abuse reporting as set forth in this Contract. Coordination of services. Subrecipient shall assure that all services funded under this Contract are coordinated with other appropriate services in the community and that services funded under this Contract do not constitute unnecessary duplications of services provided by other sources. Coordination of resources. Subrecipient shall work collaboratively with County, particularly the Information and Assistance Program (I&A), to ensure that clients who may need any services available through Older Americans Act or Older Californians Act Programs are referred to I&A for assistance in accessing these services.

  • Acknowledgement of Anti-Predatory Lending Policies Buyer has in place internal policies and procedures that expressly prohibit its purchase of any High Cost Mortgage Loan.

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