Sublicensing Right. Licensee shall not (and shall cause the other members of its Group not to) sublicense any of the Intellectual Property or Software licensed to it or its Group hereunder without the express prior written consent of the Licensor of such Intellectual Property or Software (such consent not to be unreasonably withheld in the case of the purchase or acquisition of an Acquired Business by an Acquiring Person); provided that, in the event that one or more Third Parties purchases or acquires (whether by way of merger, share exchange, consolidation, business combination, consolidation, acquisition of all or substantially all assets, or other similar transaction or otherwise) any of the segments, divisions or businesses of SpinCo (or any other member of the SpinCo Group) that design, develop, manufacture, market, provide or perform any products or services under any Licensed Trademark (any such segment, division or business, an “Acquired Business”; and any such Third Party, an “Acquiring Person”), SpinCo may, without obtaining the consent of Rayonier or any other member of the Rayonier Group, grant a sublicense to any such Acquiring Person to use and display the applicable Licensed Trademarks solely for use in the Acquired Business; provided, however, that each such Acquiring Person agrees in writing, in a sublicense agreement, to be bound by the terms of this Agreement that are applicable to the Licensed Trademarks (including complying with the quality standards and providing Rayonier with the examination rights set forth in Section 3.01) and that such sublicense agreement shall provide that (a) no such Acquiring Person shall have any right whatsoever to (i) assign any of its rights or delegate any of its obligations under such sublicense agreement to any Person, (ii) grant a license or sublicense to or assign any Licensed Trademark or any other Rayonier Name or Rayonier Marks to any Person or (iii) use or display any Licensed Trademarks sublicensed to it other than in connection with the Acquired Business (and, in no event, other than in the SpinCo Field of Use); (b) such sublicense agreement shall expire on the first to occur of (i) the date on which the Term expires and (ii) the date that is the fifth (5th) anniversary of the completion of the purchase or acquisition of the applicable Acquired Business by the Acquiring Person (or such shorter period as the Acquiring Person and the SpinCo shall agree); and (c) Rayonier shall be a third-party beneficiary under such...
Sublicensing Right. (a) Isis and its Subsidiaries shall have the right to grant sublicenses under the licenses and sublicenses from Hybridon set forth in Section 2.1 above to third parties. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and shall provide that any Sublicensee shall have no right to grant further sublicenses except on terms consistent with this Section 2.2. In the event of a material default by any - 11 - Sublicensee under a sublicense agreement, Isis will inform Hybridon and take commercially reasonable efforts to cause the Sublicensee to cure the default or will terminate the sublicense or, if Isis is not the sublicensor under such sublicense, Isis will cause the sublicensor under such sublicense to take commercially reasonable efforts to cause the Sublicensee to cure the default or to terminate such sublicense; provided, however that none of Isis, its Subsidiaries or the sublicensor under such sublicense shall be responsible to Hybridon for the default by the Sublicensee under the sublicense agreement.
Sublicensing Right. Hybridon and its Subsidiaries shall have the right to grant sublicenses under the license from Isis set forth in Section 3.1 above to third parties only to discover, develop, make, have made, use, sell, have sold, offer to sell, import and have imported Hybridon Antisense Drugs. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and shall provide that any Sublicensee shall have no right to grant further sublicenses except on *Confidential Treatment Requested - 14 - terms consistent with this Section 3.2. In the event of a material default by any Sublicensee under a sublicense agreement, Hybridon will inform Isis and take commercially reasonable efforts to cause the Sublicensee to cure the default or will terminate the sublicense or, if Hybridon is not the sublicensor under such sublicense, Hybridon will cause the sublicensor under such sublicense to take commercially reasonable efforts to cause the Sublicensee to cure the default or to terminate such sublicense; provided however that none of Hybridon, its Subsidiaries or the sublicensor under such sublicense shall be responsible to Isis for the default by the Sublicensee under the sublicense agreement. Notwithstanding the rights granted under this Section 3.2, Hybridon and its Subsidiaries shall [*]
Sublicensing Right. DYNACURE and its Affiliates shall have the right to grant Sublicenses and options for a Sublicense to any Third Party, subject to the following terms and conditions:
Sublicensing Right. Licensee shall have the power to grant sublicenses based on the aforesaid licenses.
Sublicensing Right. The Licensee may grant to third parties written, nonexclusive sublicenses, without the right to further sublicense, under Licensee’s rights under clause 2A. All such sublicenses shall: (a) contain terms and conditions no less restrictive than, no less protective of ARRAYJET’s rights than, and consistent with, those set forth in this Agreement; and (b) state that the sublicense is subject to the termination of this Agreement. No sublicense shall purport to grant any rights that extend beyond the scope of rights granted to Licensee under this Agreement.
Sublicensing Right. Pursuant to the terms of this Section 6.6, Assignor retains and Assignee grants to Assignor a non-exclusive, worldwide, perpetual, irrevocable and fully paid-up right for Assignor to grant to any person or entity (“Third Party Sublicensee”) non-exclusive sublicenses under one or more of the Sublicensable Patents only in the field of *** (for clarity, the field of *** does not include ***). Any such sublicenses granted by Assignor may be for the life of such applicable Sublicensable Patents or any shorter period, at Assignor’s sole discretion, and Assignor may grant such sublicenses without a consent from or accounting to Assignor. If such a sublicense is granted to any of the Unlicensed Companies, Assignor shall provide notice to Assignee within * (*) days of the sublicense grant; otherwise, Assignor has no obligation to provide notice of a sublicense grant. Nothing in this Agreement shall imply or be construed as any obligation for Assignor to exploit such right to grant sublicenses or to grant a sublicense to any person or entity. The Parties further agree that no laches, equitable estoppel, or similar legal doctrine will apply to Assignee or Assignor as a result of Assignor’s action or inaction in the exercise of such right. Assignor and Assignee intend for this right and any sublicenses granted under this right to be limited to the applicable claims of the Sublicensable Patents, and Assignor expressly acknowledges that it excludes any rights under any legal or equitable theory, including patent exhaustion, to any of the other Assigned Patents that are not Sublicensable Patents or any other patents owned, controlled, or licensable by Assignee now or in the future.
Sublicensing Right. 11 SECTION 2.3 NO IMPLIED LICENSES; RETAINED RIGHTS..................................................13 SECTION 2.4 COMMERCIALIZATION EFFORTS.............................................................13 SECTION 2.5 LICENSE AGREEMENTS TO WHICH HYBRIDON IS A PARTY.......................................13
Sublicensing Right. 14 SECTION 3.2 AGREEMENT.............................................................................15
Sublicensing Right. OPKO will have the right to sublicense any of the rights granted under Sections 2.1 and 2.2, provided that OPKO enters into a sublicense agreement with the sublicensee in writing and the sublicense agreement (i) conforms in all respects to the applicable terms and conditions of this Agreement, including all restrictions and limitations provided herein, (ii) specifies that such sublicense does not include any rights outside the OPKO Field, and (iii) includes a covenant by the sublicensee not to practice the STI Patents outside the OPKO Field.
