Transfer and Sublicensing Sample Clauses

Transfer and Sublicensing. (a) The licenses granted in Section 5.1 are transferable only upon a permitted assignment of this Agreement in accordance with Section 13.9. (b) The licenses granted in Section 5.1 may be sublicensed and other rights granted thereunder by Merck to Sublicensees, but (i) with respect to non-Affiliated Third Party Sublicensees, only with respect to the right to Commercialize Product against such Program Target, in the Field and Territory only, (ii) without the right to grant further sublicenses or other rights thereunder, and (iii) only in compliance with the following: (i) Merck may freely grant a sublicense to an Affiliate of Merck as a Sublicensee hereunder, provided such Affiliate will be engaged in activities related to the Manufacture, Development or Commercialization of Compounds or Products against a Program Target in the Field and Territory, and provided further such sublicense only remains in effect for as long as such Sublicensee remains an Affiliate of Merck; (ii) Merck may grant a sublicense to a non-Affiliated Third Party as a Sublicensee hereunder, only after Ra’s prior written consent, not to be unreasonably withheld; (iii) Merck will be responsible for any and all obligations of any such Sublicensee as if such Sublicensee were “Merck” hereunder; (iv) Any such non-Affiliated Third Party Sublicensee will agree in writing to be bound by similar obligations as “Merck” hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other); and (v) Ra will be made an express third-party beneficiary of any such Sublicensee’s obligations under such agreement that relate to compliance with the terms and conditions of this Agreement.
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Transfer and Sublicensing. (a) The licenses granted in Sections 7.1(a) and (b) are transferable only upon a permitted assignment of this Agreement in accordance with Section 15.1. (b) AstraZeneca shall have the right to grant sublicenses, through multiple tiers of sublicensees, under the licenses granted in Sections 7.1(a) and (b), to its Affiliates and to any Third Party to act as a Distributor (as defined below). Where AstraZeneca grants a sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for purposes of this Agreement. (c) AstraZeneca and its Affiliates shall have the right (without any requirement of consent) to grant to any Third Party the right to sell Products under AstraZeneca’s brand name where title to such Product transfers to such Third Party (each such Third Party, a “Distributor”) provided that (a) such grant does not include the grant of any rights to conduct Clinical Development or Commercialize a Product other than to sell Products under AstraZeneca’s brand name and (b) the appointed Distributor purchases its requirements of Products from AstraZeneca or its Affiliates but does not otherwise make any royalty, milestone or other payments (including non-monetary consideration) to AstraZeneca. If a Third Party (i) has the right to conduct Clinical Development or Commercialize a Product other than to sell Products under AstraZeneca’s brand name and (ii) makes any royalty, milestone or other payments (including non-monetary consideration) other than for its own requirements of Products from AstraZeneca or any Affiliate of AstraZeneca to AstraZeneca or its Affiliates, then such Third Party shall be deemed to be Sublicensee under this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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Transfer and Sublicensing. The licenses granted in this Agreement are non-transferrable, except that if you lawfully transfer ownership of your NFT, the licenses and rights granted to you in the Agreement shall terminate upon the effective date of such transfer, and such licenses and rights will automatically be assigned to the new owner of the NFT associated with such Artwork. Notwithstanding the foregoing, you may retain any Prints created while you owned the NFT, provided any use or exploitation of the Prints is subject to the terms of the Agreement. As a condition to sales, transfers or similar transactions of the NFTs, the transferee agrees upon the acquisition of the NFT that (a) the transferee is not a Restricted Party and (b) the transferee accepts the terms of this Agreement. A “Restricted Party” is any person, entity or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority or that is (or has ever been) subject to U.S. anti-money laundering, anti-terrorist, economic sanctions or asset control laws. Further, if you choose to sublicense any of your licensed rights as set forth in section 2(b) above, you are only permitted to do so if any such sublicensees agree (i) that they are not Restricted Parties, and (ii) that if your licensed rights are transferred (because you sell your NFT) or terminated in accordance with section 4(j) below, then any sublicenses you have granted in such licensed rights will automatically terminate.
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Transfer and Sublicensing. The licenses granted in these Terms are non-transferrable, except that if you lawfully transfer ownership of your Project NFT, the license to the NFT Media in Section 1.1 to you shall terminate upon the effective date of such transfer, and such licenses will be assigned to the new owner of the Project NFT associated with such NFT Media. As a condition to sales, transfers or similar transactions of the Project NFTs, the transferee agrees upon the acquisition of the Project NFT that (a) the transferee is not a Restricted Party and (b) the transferee accepts these Terms. Further, if you choose to sublicense any of your licensed rights set forth in Section 1.1 above, you are only permitted to do so if any such sublicensees agree (i) that they are not Restricted Parties (ii) to the same covenant not to assert as set forth in the second to last sentence of Section 1.2, and (iii) that if your licensed rights in Section 1.1 are transferred (such as because you sell your Project NFT), then any such sublicenses you have granted in such licensed rights will automatically terminate. Because virtually all public blockchains are licensed under open source licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that initially recorded ownership of your Project NFT. In such case, any rights granted under these Terms to owners of any Project NFT will only be granted to the lawful owners of such Project NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in our sole discretion).
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Transfer and Sublicensing. Except with respect to the license granted to Purchaser pursuant to Section 4.7, the Licensee Party may transfer, assign or sublicense the licenses granted to it hereunder; provided, however, that with respect to the license to Residuals granted to Seller pursuant to Section 4.2(a) hereof, such license may not be transferred, assigned or sublicensed by Seller (i) to Coloplast or (ii) to any other person except pursuant to a Change of Control of Seller.
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Transfer and Sublicensing. The licenses granted in these Terms are non-transferrable, except that if you transfer Valid Ownership of your Project NFT as described in Section 1 above, the licenses of Licensed Media and Lore described in Sections 2.1 and 2.2 shall terminate upon the effective date of such transfer, and such licenses will be assigned to the new Valid Owner of the Project NFT. As a condition to sales, transfers or similar transactions of the Project NFTs, the transferee agrees upon the acquisition of the Project NFT that (a) the transferee is not a Restricted Party and (b) the transferee accepts these Terms. Further, if you choose to sublicense any of your licensed rights set forth in Sections 2.1 and granted in such licensed rights will automatically terminate. Because virtually all public blockchains are licensed under open source licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that initially recorded ownership of your Project NFT. In such case, any rights granted under these Terms to owners of any Project NFT will only be granted to the Valid Owners of such Project NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in our sole discretion).
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Transfer and Sublicensing. 6.1. The Licensee may transfer the Environment or the Environment Database from one Unit to another without an additional license fee and where such transfer concerns Server Licenses, the Licensee is obliged to notify the Licensor or the WEBCON Partner thereof (if the license was purchased through the latter) in writing within five days of such transfer. In such a case, the Environment and the Environment Database must be deleted immediately in whole from the Unit on which they were installed prior to such transfer. 6.2. The Licensee may assign the rights granted to it under the License Agreement to third parties only under an applicable license transfer agreement and when, at the same time, the Licensee: 6.2.1. notified the Licensor in writing thereof and obtained Licensor’s prior written consent; 6.2.2. ensured that the assignee confirmed in writing that they’re familiar with the provisions of the License Agreement and, at the same time, the assignee has undertaken to assume and perform all obligations under the License Agreement and that 6.2.3. the Licensee shall delete immediately any Copies of the Software and the Environment Database in whole, including also each back-up and archive copy, and 6.2.4. the Licensee shall not store any Copies of the Software, copies of the Environment Database, Documentation or Confidential and Privileged Information. 6.3. Each Affiliate shall be authorised to Use the Software, the Environment Database, and the Documentation provided that (i) the Licensee grants it a sub-license under a separate agreement, (ii) all Named End Users being the personnel of the Affiliate, Use the Software under CAL Licenses or Subscription Licenses obtained by the Licensee, (iii) the Affiliate only makes use of the Environment, the Environment Database, and the Database Engine Used by the Licensee. 6.4. A Third Party shall be authorised to Use the Software and the Environment Database provided that (i) the Licensee has granted it a sub-license under a separate agreement,
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Transfer and Sublicensing. The license provided by this agreement may not be transferred or sublicensed to a third party under any circumstances.
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Related to Transfer and Sublicensing

  • 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.

  • Sublicensing Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

  • 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.

  • 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.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • Sublicensing Rights (a) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) the Sublicensing Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***].

  • 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.

  • License IO, which owns certain intellectual property rights to the name “Masterworks” hereby grants the Company effective upon the commencement of the Offering, a non-exclusive, royalty free license to use the name “Masterworks”. Other than with respect to this license, the Company will have no legal right to use the “Masterworks” name. In the event that the Administrator ceases to administer the Company’s operations, the Company will be required to change its name to eliminate the use of “Masterworks”.

  • 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.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

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