THE SUBLICENSE Sample Clauses

THE SUBLICENSE. (a) ECC hereby grants to Sublicensee a non-exclusive, royalty-bearing sublicense (the "Sublicense") to make, use, sell and 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 (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 manufacture or sale of any Product not licensed hereunder shall be a breach of a material obligation of Sublicensee within the meaning of paragraph 16 hereof. If Sublicensee requests that Exhibit "B" be amended in order to add an additional Product or range of Products, ECC shall meet with representatives of Sublicensee at reasonable times and at mutually agreeable locations and shall discuss, in good faith,...

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.

THE SUBLICENSE. (a) Subject to the terms and conditions of this Agreement, EarthShell hereby grants to GP an exclusive (except as provided in, and subject to, Section 2(e)), royalty-bearing sublicense to the Technology (the "Sublicense"): i. to make or have made, at the Plant Facility, the Products; and ii. to use, sell, offer to sell, import into and otherwise dispose of Products to Customers solely within the Territory. (b) GP 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 GP in, to and under this Agreement may be assigned to the extent provided by Section 23. Any purported sublicense or transfer by GP without such consent shall be null and void and shall constitute a material breach for purposes of Section 13(b) hereof. (c) GP 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 GP knows or has reason to believe 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, GP 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 GP by EarthShell prior to commercial production of the Products by GP or from time to time thereafter. (e) During the term of this Agreement, GP will use commercially reasonable efforts to achieve at least twenty-five million dollars (USD $25,000,000) each year in Net Sales. Notwithstanding the anything herein to the contrary, if GP is unable to satisfy fully the requirements of any Customer for Products because of insufficient plant capacity within six (6) months after such Customer has given GP notice of such requirements in writing (the amount of such unsatisfied requirements being referred to as "Unfulfilled Customer Requirements"), GP agrees that the Unfulfilled Customer Requirements for Products may be satisfied by another EarthShell sublicensee that is designated by EarthShell without violating the exclusive rights granted by EarthShell hereunder; provided that GP shall in such event retain its exclusivity with respect to all Product requirements of such Cu...

THE SUBLICENSE the Consulting and Non-Competition Agreement, substantially in the form attached hereto as Exhibit G; and

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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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.
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.
Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.
The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) : a. To have access to Licensed Space(s) during the License Period, develop, finance, commission, operate, manage and maintain the Licensed Space(s) during the License Period at the cost and risk of the Licensee. Any development made by the Licensee on the Licensed Space(s) shall be deemed to be the property of Maha-Metro and all the rights of the Licensee in the Licensed Space(s) shall relinquish in the favour of Maha-Metro. b. Subsequent to the Fitment Period, to utilise the licensed space, at its own costs and risk, for carrying out activities stated at Point No.
Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.
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.

THE SUBLICENSE Sample Clauses

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