THE SUBLICENSE Clause Samples

THE SUBLICENSE. (a) ECC hereby grants to Sublicensee a nonexclusive, royalty- bearing sublicense (the "Sublicense") to convert materials made from the Technology into Products and thereafter use, sell or otherwise commercialize the Products solely within the Territory and solely within the Field of Use. The Sublicense shall be irrevocable except as specifically provided in this Agreement (b) In the event that Sublicensee wishes to sell Food Packages which do not fall within the definition of the Field of Use, and which incorporate in whole or in part a portion of the Technology, Sublicensee must obtain an appropriate license for the same from EKI. (c) Sublicensee shall not have the right to further sublicense, assign or transfer the Technology, or any interest in or rights under the Sublicense (i) except to an Affiliate or (ii) except with the prior written consent of ECC, which consent will not unreasonably be withheld (such assignee referred to herein as a "Proper Assignee"). Any such purported sublicense or transfer shall be void and shall constitute a breach of a material obligations of Sublicensee within the meaning of paragraph 16, hereof. The merger or consolidation of Sublicensee or a Proper Assignee with, or the sale of substantially all of Sublicensee's or a Proper Assignees' assets or equity interest to, any other entity that is not, prior to such merger, consolidation or sale, an Affiliate of Sublicensee, whether occurring by operation of law or otherwise, shall not be deemed to be an assignment of the Technology and is expressly permitted under the terms of this Agreement. (d) As more fully set forth in paragraph 10(b) hereof, Sublicensee is authorized and required to utilize, in connection with the marketing, distribution and sale of the Products, those trade names, trademarks, service marks, slogans and logo marks (collectively the "Trademarks") which are designated by ECC to Sublicensee prior to commercial production of a Product by Sublicensee or from time to time thereafter. (e) From time to time during the term of this Agreement, the parties may, by written agreement, amend Exhibit "B" hereto in order to add thereto one or more additional Products or range of Products. No amendment of Exhibit "B" shall be effective unless it is in writing and signed by both of the parties. The conversion of materials made from the Technology or sale of any Product not licensed hereunder shall be a breach of a material obligation of Sublicensee within the meaning of para...
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THE SUBLICENSE. (a) Subject to the terms and conditions set forth in this Agreement, ECC hereby grants to Sublicensee a non-exclusive, royalty-bearing sublicense (the "Sublicense") to use the Technology to make, use, sell and otherwise commercialize the Products solely within the Territory and solely within the Field of Use. (b) Sublicensee shall not have the right to further sublicense, assign or transfer the Technology, or any interest in or rights under the Sublicense except (i) to an Affiliate, or (ii) in the case of the sale of substantially all of Sublicensee's assets that are dedicated to the Technology, with the prior written consent of ECC, which consent will not unreasonably be withheld. Any attempted unauthorized sublicense or transfer shall be void and shall constitute a breach of a material obligation of Sublicensee under this Agreement. (c) ECC is free to grant additional sublicenses to other third parties to utilize the Technology to make, use and sell Products in the Field of Use and in the Territory. (d) Nothing in this Agreement shall be construed to constitute a grant by ECC to Sublicensee of rights broader than that which ECC is entitled to grant under its license from ECC's licensor of the Technology (hereinafter referred to as "Licensor"). If and to the extent it is determined that Sublicensee is selling, or desires to sell, Products outside of the Field of Use (as defined in the master license agreement between ECC and its Licensor) granted to ECC by its Licensor, then it is understood and agreed that Sublicensee must obtain an appropriate license from, and pay royalties directly to, ECC's Licensor.
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THE SUBLICENSE. (a) Subject to the terms and conditions of this Agreement, EarthShell hereby grants to HPC an exclusive (except as provided in, and subject to, Section 2(e)), royalty-bearing sublicense to the Technology (the "SUBLICENSE") to make, have made, use, sell, offer to sell, import into and otherwise dispose of Products solely within the Territory. (b) HPC shall not otherwise have the right to sublicense or transfer the Technology, or any interest in or rights under the Sublicense; provided that the rights and obligations of HPC in, to and under this Agreement may be assigned to the extent provided by Section 23. Any purported sublicense or transfer by HPC without such consent shall be null and void and shall constitute a material breach for purposes of Section 13(b) hereof. Notwithstanding the foregoing, HPC may grant a sublicense hereunder (without any consent being required from EarthShell) to Hood Flexible Packaging Corporation, a Mississippi corporation, and Hood Packaging Corporation, a Mississippi corporation; provided any such sublicense shall continue in effect only so long as such HPC remains an affiliate of the applicable sublicensee. (c) HPC shall not, directly or indirectly, market, distribute, sell or attempt to dispose of any Product to any Person outside the Territory, or to any Person within the Territory, if HPC has actual knowledge that such Person intends to use the Product in question outside the Territory. A breach of the foregoing shall constitute a material breach for purposes of Section 13(b) hereof. (d) Subject to Section 10(e) hereof, HPC is authorized and required to use, in connection with the marketing, distribution and sale of Products in the Territory, the trademarks and service marks (collectively, the "TRADEMARKS") owned by or licensed to EarthShell that are designated to HPC by EarthShell prior to commercial production of the Products by HPC or from time to time thereafter. (e) HPC will use its best efforts to commercialize the Products during the twelve (12) month period commencing on the Effective Date. In order for HPC to maintain its exclusive license hereunder, HPC must pay EarthShell the following Royalties: (i) commencing with May of 2004, minimum Royalties of $65,000 per month for each calendar month through May of 2005, and (ii) for each three month period commencing with the three-month period beginning on June 1, 2005 and ending with the three month period commencing on March 1, 2006, minimum Royalties of $375,000. Co...
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THE SUBLICENSE. (a) Subject to the terms and conditions of this Agreement, ECC hereby grants to Sweetheart a non-exclusive, royalty-bearing sublicense under the Licensed Technology (the "Sublicense") to make, use, sell, offer to sell and otherwise commercialize the Products solely within the Territory. (b) Sweetheart shall not have the right to sublicense or transfer the Licensed Technology, or any interest in or rights under the Sublicense, without the prior written consent of ECC; provided that the rights and obligations of Sweetheart in, to and under this Agreement may be assigned to the extent provided by paragraph 32. Any purported sublicense or transfer without such consent shall be void and shall constitute a breach of a material obligation of Sweetheart within the meaning of Section 11.4(a)(ii) of the Operating Agreement. (c) Subject to paragraph 10(a) hereof, Sweetheart is authorized and required to utilize, in connection with the marketing, distribution and sale of the Products in the Territory, the trademarks and service marks (collectively the "Trademarks") owned by or licensed to ECC that are designated by ECC to Sweetheart prior to commercial production of the Products by Sweetheart or from time to time thereafter. (d) Sweetheart shall not market, distribute, sell or attempt to dispose of any Product to any Person, outside the Territory, or to any Person within the Territory if Sweetheart knows or has reason to believe that such Person intends to use the Product in question outside the Territory. The marketing, distribution, sale or other disposition of a Product outside the Territory by Sweetheart shall constitute a breach of a material obligation of Sweetheart within the meaning of Section 11.4(a)(ii) of the Operating Agreement. (e) Sweetheart agrees to maintain the confidentiality of the Trade Secrets in accordance with the terms of the Confidentiality Agreement.
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THE SUBLICENSE the Consulting and Non-Competition Agreement, substantially in the form attached hereto as Exhibit G; and
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Related to THE SUBLICENSE

  • 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.

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • 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.

  • User License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software for the number of user(s) set forth in the Order Form for Commercial purposes.