Terms of Sublicenses Sample Clauses

Terms of Sublicenses. AveXis shall have the right to grant sublicenses of the licenses granted to AveXis hereunder upon ****. AveXis shall enter into a written agreement with each such approved sublicensee (each, a “Sublicensee”), which such agreement shall be consistent with the terms and conditions of this Agreement. Any act or omission in contravention of any provision of this Agreement by any Sublicensee shall be deemed a material breach of this Agreement by AveXis. AveXis shall provide a copy of all sublicense agreements to AskBio within **** of executing the same. If AveXis becomes aware of any Sublicensee not complying with this Agreement, then AveXis shall inform AskBio within **** thereof and shall take all steps reasonably necessary to ensure compliance herewith by such Sublicensee or terminate the agreement with such Sublicensee that fails to comply with the provisions of this Agreement. No Sublicensees shall be permitted to further sublicense the rights granted hereunder without ****.
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Terms of Sublicenses. Any sublicense granted by Licensee or its Affiliates under this Agreement shall be subject and subordinate to the terms and conditions of this Agreement.
Terms of Sublicenses. To the extent [***] Lipoxen from a sublicensee specifically in respect of any of the [***] under Section 13.4.2.2, Lipoxen [***] to BAXTER [***] LIPOXEN specifically in respect of sublicensing the rights to the [***] PATENT RIGHT to a third party until such time as BAXTER has been [***]. For the purposes of this Section 13.4.2.10, the [***] for a specific [***] shall be deemed to be [***] BAXTER in the prosecution and/or maintenance of the relevant [***] PATENT RIGHT provided [***]. BAXTER shall keep up to date and detailed records [***] it [***] in relation to the [***] PATENT RIGHTS and shall, if asked in writing to do so by LIPOXEN, provide an [***], in relation to any and all [***] PATENT RIGHTS which are the subject of a sub-licence granted by LIPOXEN.
Terms of Sublicenses. To the extent that any monies are received by Lipoxen from a sublicensee specifically in respect of any of the [***] Patent Rights to which Lipoxen has received an exclusive grant under Section 13.4.2.2, Lipoxen agrees to pay to BAXTER [***] of all sublicensing revenue received by LIPOXEN specifically in respect of sublicensing the rights to the [***]. PATENT RlGHT to a third party until such time as BAXTER has been compensated for [***] of the [***] PATENT COSTS relating specifically to the relevant [***] PATENT RIGHT which is the SubjecL of the sub-licence. For the purposes of this Section 13.4.2.10, the [***] PATENT COSTS for a specific [***] PATENT RIGHT shall be deemed to be any and all external costs and/or expenses reasonably incurred by BAXTER in the prosecution and/or maintenance of the relevant [***] PATENT RIGHT provided that such cost or expense is properly documented by a written invoice. BAXTER shall keep up to date and detailed records of the costs and expenses it incurs in relation to the PATENT RJGHTS and shall, if asked in writing to do so byLIIPOXEN, provide an up to date summary of such costs and expenses, together with supporting documentary evidence, in relation to any and all [***]-PATENT RJGHTS which are the subject of a sub-licence granted by LIPOXEN.
Terms of Sublicenses. Except to Cendant as contemplated in Section 6.4(c), all sublicenses shall be in writing and incorporate terms not inconsistent with this Agreement. Cendant shall be express third party beneficiaries of each such sublicense with rights of direct enforcement with respect to the sections of such agreements that pertain to the protection and usage of the Licensed Marks. Newco further covenants to Cendant that, except to the extent Cendant is a sublicensee pursuant to Section 6.4(c) Newco will: (i) be responsible to Cendant for the performance of the sublicensee's obligations under the sublicense; (ii) promptly and at Newco's sole expense, take all such steps necessary for enforcing the obligations of the sublicensee under such sublicense; and (iii) carry out the reasonable requirements of Cendant to ensure that the relevant provisions of the sublicense agreement are duly performed. Newco shall provide Cendant with copies of each sublicense agreement requested in writing by Cendant within ten Business Days following receipt by Newco of such request from Cendant. All sublicenses shall terminate no later than the expiration of the Term or such earlier termination date as may be specified. Sublicenses to subsidiaries of Newco shall also terminate automatically if and when such sublicensee is no longer a subsidiary of Newco.

Related to Terms of Sublicenses

  • Grant of Sublicense Subject to the terms and conditions of this Agreement, Adviser hereby grants to the Trust a non-transferable sublicense to use the Index (and associated data and information) listed on Exhibit A in the manner set forth in, and subject to the terms of, the License Agreement.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Sublicenses (a) Licensee may sublicense the license and rights granted to Licensee under Sections 2.1, 2.2, 2.4, 2.5 and 2.6 (as applicable) to (a) its Affiliates and (b) Third Parties in connection with the operation of the business of Licensee or its Affiliates, but not for the independent use of any such Third Party, including distributors that need to practice the applicable Intellectual Property to provide ordinary course distribution services to Licensee and its Affiliates; provided that, with respect to the SpecCo Licensed Standards, sublicensing to such Third Parties shall be solely for such Third Parties to provide services to the Materials Science Business in the ordinary course at any or all Licensed Facilities (but not for the independent use of such Third Party), and (c) with the prior written consent of Licensor, other Third Parties (each such Affiliate or Third Party, or subcontractor granted a sublicense under Section 2.3, a “Sublicensee”). (b) Each sublicense granted by a Licensee under the license granted to such Licensee in Sections 2.1, 2.2, 2.4, 2.5 and 2.6 shall be granted pursuant to an agreement that (i) is subject to, and consistent with, the terms and conditions of this Agreement and includes provisions at least as protective of Licensor and its Affiliates as the provisions of this Agreement (except that such sublicense shall not be required to provide rights for Licensor to audit Sublicensee in accordance with, and subject to, Section 2.13 (1) if the sublicense is granted to an Affiliate, (2) with respect to sublicenses of Licensed Know-How, Licensed Copyrights or Business Software where the primary purpose of such arrangement with sublicensee is not to grant access to such Licensed Know-How, Licensed Copyrights or Business Software or (3) with respect to sublicenses of the licenses granted under Section 2.6), (ii) to the extent with respect to Licensed Patents or SpecCo Licensed Standards and if Sublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee (including, for clarity, with respect to the audit rights set forth in Section 2.13 to the extent applicable), and (iii) to the extent with respect to Licensed Patents or SpecCo Licensed Standards, is in writing if the Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee.

  • Assignment and Sublicensing Lessee shall not assign any interest in this License Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility to any party other than Lessee.

  • Limited Right of Sublicense The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

  • TERMS OF LICENSE The terms and conditions set forth in the Contract that are in effect and applicable to a Purchase Order at the time of order placement. kk. THIRD-PARTY SOFTWARE Any software that is developed independently of Contractor and which may be governed by a separate license.

  • Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.

  • Use of Sub-Contractors If the Applicant requires the use of a Sub-Contractor in order to adequately complete the Project, a collaboration letter, contract or agreement between the Applicant and the Sub-Contractor must be in place prior to the Applicant proceeding with any Milestone which requires assistance from the Sub-Contractor. Applicant shall: (a) identify the Sub-Contractor to Alberta Innovates; (b) provide a copy of such Sub- Contractor agreement to Alberta Innovates upon request, and on a strictly confidential basis; and (c) ensure that dealings with the Sub-Contractor are not prohibited under any Applicable Laws Including any Anti- Bribery, Anti-Corruption and Sanctions Laws or Export Control Laws. Alberta Innovates may request the Applicant to provide evidence that it has paid the Sub-Contractor for such services. If the Applicant is using a Sub-Contractor: (aa) nothing in this Investment Agreement creates any employment, contract, agency relationship, or other direct or indirect, relationship of any kind between Alberta Innovates and such Sub-Contractor; and (bb) the Applicant shall be solely responsible for all work, acts, claims, defaults and liabilities relating to the Sub-Contractor.

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