Common use of THE SUBLICENSE Clause in Contracts

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 amendment of Exhibit "B" requested by Sublicensee. ECC shall have no obligation to amend Exhibit "B" hereto in accordance with any request by Sublicensee unless the terms and conditions of the proposed amendment are satisfactory to ECC. (f) Sublicensee shall not market, distribute or sell any Product to any person, firm or entity outside the Territory, or to any person, firm or entity within the Territory if Sublicensee knows or has reason to believe that such person, firm or entity intends to use the Product in question outside the Territory. The sale or distribution of a Product outside the Territory by Sublicensee shall constitute a breach of a material obligation of Sublicensee within the meaning of paragraph 16 hereof.

THE SUBLICENSE. (a) ECC Subject to the terms and conditions of this Agreement, EarthShell hereby grants to Sublicensee a non-exclusive, the following royalty-bearing sublicense non-exclusive sublicenses to the Technology (the "Sublicense") ): i. to make, use, sell make or have made, at the Plant Facility, the Products and to import the Products into the Territory; and ii. to sell, offer to sell, and otherwise commercialize dispose of Products to Customers within the Products Market Segments solely within the Territory and solely within the Field of Use. The Sublicense shall be irrevocable except as specifically provided in this AgreementTerritory. (b) In Sublicensee shall have the event that Sublicensee wishes right to sell Food Packages which do not fall within the definition extend all or any part of the Field rights granted under the Sublicense to a qualified entity in which it has an equity interest of Use, and which incorporate in whole more than a 50% interest. If Sublicensee desires to extend all or in any part a portion of the Technologyrights granted under the Sublicense to an entity in which Sublicense holds an equity interest of not more than 50%, or if Sublicensee desires to grant a sublicense of a scope that is inconsistent with the scope of the Sublicense, Sublicensee must obtain an appropriate license the prior written approval from EarthShell. Any purported sublicense by Sublicensee or attempt to extend all or any part of the rights granted under the Sublicense other than as expressly permitted by the foregoing provisions of this Section 2(b) shall require the prior written consent of EarthShell and any purported grant of any such other sublicense or extension of such rights without such consent shall be null and void and shall constitute a material breach for the same from EKIpurposes of Section 13(b) hereof. (c) Sublicensee shall not have not, directly or indirectly, market, distribute, sell or attempt to dispose of any Product to any Person outside the right to further sublicense, assign or transfer the TechnologyTerritory, or to any interest Person within the Territory, if Sublicensee knows or has reason to believe that such Person intends to use the Product in or rights under question outside the Sublicense (i) except to an Affiliate or (ii) except with Territory. A breach of 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 foregoing shall constitute a material breach for purposes of a material obligations of Sublicensee within the meaning of paragraph 16, Section 13(b) 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(bSubject to Section 10(e) hereof, Sublicensee is authorized and required to utilizeuse, in connection with the marketing, distribution and sale of Products in the ProductsTerritory, those the trademarks and service marks (collectively, the "Trademarks") owned by or licensed to EarthShell that are designated to Sublicensee by EarthShell prior to commercial production of the Products by Sublicensee or from time to time thereafter. In addition, Sublicensee is authorized to adopt and maintain as its legal name or trade namesname during the term of this Agreement a name that includes "EarthShell", trademarksincluding without limitation "EarthShell Hidalgo S. A. de C.V."; providxx xxxx Xxxxicensee agrees to change its legal name and trade name to a new name that does not include the word "EarthShell" as soon as reasonably practicable following any termination or expiration of this Agreement. To the extent that EarthShell has not already done so, service marksSublicensee, slogans at its sole cost and logo marksexpense, is authorized to make such filings and registrations in the name of Sublicensee as are necessary or appropriate to secure registrations of the Marks or any derivatives thereof in the Territory or any part thereof, in the name of Sublicensee; provided that Sublicensee shall assign to EarthShell, for no additional consideration, all such registrations and any rights related thereto as soon as reasonably practicable following any termination or expiration of this Agreement. (e) From time Sublicensee shall achieve the respective minimum annual Net Sales amounts set forth in Exhibit F hereto. If Sublicensee fails to time achieve any such minimum annual Net Sales requirements in respect of any annual period during the term of this Agreement, EarthShell may elect to convert the parties may, by written agreement, amend Exhibit "B" hereto in order license granted hereunder 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 Sublicensee to a fully non-exclusive license without the benefit of the partiescovenant by EarthShell in Section 2(g) hereof. The manufacture or sale If, following any such election by EarthShell to convert Sublicensee's license to a non-exclusive license without the benefit of the covenant by EarthShell in Section 2(g) hereof, Sublicensee fails to achieve in respect of any Product not licensed hereunder shall be a breach calendar year the minimum annual Net Sales 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 Productsat least $10,000,000, ECC shall meet with representatives of Sublicensee at reasonable times and at mutually agreeable locations and shall discuss, in good faith, the amendment of Exhibit "B" requested by Sublicensee. ECC EarthShell shall have no obligation the right to amend Exhibit "B" hereto in accordance with any request by Sublicensee unless the terms and conditions of the proposed amendment are satisfactory terminate this Agreement upon written notice to ECCSublicensee. (f) Notwithstanding the anything herein to the contrary, if Sublicensee 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 Sublicensee notice of such requirements in writing (the amount of such unsatisfied requirements being referred to as "Unfulfilled Customer Requirements"), Sublicensee 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 Sublicensee shall in such event retain its exclusivity with respect to all Product requirements that Sublicensee has sufficient capacity to fulfill on a timely basis. (g) EarthShell covenants and agrees that, subject to Sublicensee purchasing, installing and making operational 96 Modules prior to the third anniversary of the Effective Date and subject to Sublicensee's compliance with its obligations under Section 2(e), EarthShell shall not market, distribute hereafter grant any sublicense to the Technology to make or sell any Product Products to Customers in the Market Segments in the Territory to any person, firm or entity outside the Territory, or to any person, firm or entity within the Territory if Sublicensee knows or has reason to believe that such person, firm or entity intends to use the Product in question outside the Territory. The sale or distribution of a Product outside the Territory by Sublicensee shall constitute a breach of a material obligation of Sublicensee within the meaning of paragraph 16 hereofother Person.

THE SUBLICENSE. (a) ECC hereby grants to Sublicensee a non-exclusivenonexclusive, royalty-royalty- bearing sublicense (the "Sublicense") to make, convert materials made from the Technology into Products and thereafter use, sell and 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 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 marksmarks (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 manufacture 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 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 amendment of Exhibit "B" requested by Sublicensee. ECC shall have no obligation to amend Exhibit "B" hereto in accordance with any request by Sublicensee unless the terms and conditions of the proposed amendment are satisfactory to ECC. (f) Sublicensee shall not market, distribute or sell any Product to any person, firm or entity outside the Territory, or to any person, firm or entity within the Territory if Sublicensee knows or has reason to believe that such person, firm or entity intends to use the Product in question outside the Territory. The sale or distribution of a Product outside the Territory by Sublicensee shall constitute a breach of a material obligation of Sublicensee within the meaning of paragraph 16 hereof.

THE SUBLICENSE. (a) ECC Subject to the terms and conditions of this Agreement, EarthShell hereby grants to Sublicensee a non-exclusive, the following royalty-bearing sublicense non-exclusive sublicenses to the Technology (the "Sublicense") ): i. to make, use, sell make or have made, at the Plant Facility, the Products and to import the Products into the Territory; and ii. to sell, offer to sell, and otherwise commercialize dispose of Products to Customers within the Products Market Segments solely within the Territory and solely within the Field of Use. The Sublicense shall be irrevocable except as specifically provided in this AgreementTerritory. (b) In Sublicensee shall have the event that Sublicensee wishes right to sell Food Packages which do not fall within the definition extend all or any part of the Field rights granted under the Sublicense to a qualified entity in which it has an equity interest of Use, and which incorporate in whole more than a 50% interest. If Sublicensee desires to extend all or in any part a portion of the Technologyrights granted under the Sublicense to an entity in which Sublicense holds an equity interest of not more than 50%, or if Sublicensee desires to grant a sublicense of a scope that is inconsistent with the scope of the Sublicense, Sublicensee must obtain an appropriate license the prior written approval from EarthShell. Any purported sublicense by Sublicensee or attempt to extend all or any part of the rights granted under the Sublicense other than as expressly permitted by the foregoing provisions of this Section 2(b) shall require the prior written consent of EarthShell and any purported grant of any such other sublicense or extension of such rights without such consent shall be null and void and shall constitute a material breach for the same from EKIpurposes of Section 13(b) hereof. (c) Sublicensee shall not have not, directly or indirectly, market, distribute, sell or attempt to dispose of any Product to any Person outside the right to further sublicense, assign or transfer the TechnologyTerritory, or to any interest Person within the Territory, if Sublicensee knows or has reason to believe that such Person intends to use the Product in or rights under question outside the Sublicense (i) except to an Affiliate or (ii) except with Territory. A breach of 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 foregoing shall constitute a material breach for purposes of a material obligations of Sublicensee within the meaning of paragraph 16, Section 13(b) 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(bSubject to Section 10(e) hereof, Sublicensee is authorized and required to utilizeuse, in connection with the marketing, distribution and sale of Products in the ProductsTerritory, those trade namesthe trademarks and service marks (collectively, trademarksthe "Trademarks") owned by or licensed to EarthShell that are designated to Sublicensee by EarthShell prior to commercial production of the Products by Sublicensee or from time to time thereafter. In addition, service marks, slogans Sublicensee is authorized to adopt and logo marksmaintain as its legal name during the term of this Agreement the name "EarthShell Manufacturing Company"; provided that Sublicensee agrees to change its legal name to a new name that does not include the word "EarthShell" as soon as reasonably practicable following any termination or expiration of this Agreement. (e) From time Sublicensee shall achieve the respective minimum annual Net Sales amounts set forth in Exhibit F hereto. If Sublicensee fails to time achieve any such minimum annual Net Sales requirements in respect of any annual period during the term of this Agreement, EarthShell may elect to convert the parties may, by written agreement, amend Exhibit "B" hereto in order license granted hereunder 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 Sublicensee to a fully non-exclusive license without the benefit of the partiescovenant by EarthShell in Section 2(g) hereof. The manufacture or sale If, following any such election by EarthShell to convert Sublicensee's license to a non-exclusive license without the benefit of the covenant by EarthShell in Section 2(g) hereof, Sublicensee fails to achieve in respect of any Product not licensed hereunder shall be a breach calendar year the minimum annual Net Sales 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 Productsat least $30,000,000, ECC shall meet with representatives of Sublicensee at reasonable times and at mutually agreeable locations and shall discuss, in good faith, the amendment of Exhibit "B" requested by Sublicensee. ECC EarthShell shall have no obligation the right to amend Exhibit "B" hereto in accordance with any request by Sublicensee unless the terms and conditions of the proposed amendment are satisfactory terminate this Agreement upon written notice to ECCSublicensee. (f) Notwithstanding the anything herein to the contrary, if Sublicensee 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 Sublicensee notice of such requirements in writing (the amount of such unsatisfied requirements being referred to as "Unfulfilled Customer Requirements"), Sublicensee 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 Sublicensee shall in such event retain its exclusivity with respect to all Product requirements that Sublicensee has sufficient capacity to fulfill on a timely basis. (g) EarthShell covenants and agrees that, subject to Sublicensee purchasing, installing and making operational 96 Modules prior to the second anniversary of the Effective Date and subject to Sublicensee's compliance with its obligations under Section 2(e), EarthShell shall not market, distribute hereafter grant any sublicense to the Technology to make or sell any Product Products to Customers in the Market Segments in the Territory to any person, firm or entity outside the Territory, or to any person, firm or entity within the Territory if Sublicensee knows or has reason to believe that such person, firm or entity intends to use the Product in question outside the Territory. The sale or distribution of a Product outside the Territory by Sublicensee shall constitute a breach of a material obligation of Sublicensee within the meaning of paragraph 16 hereofother Person.