Common use of Sublicensing Clause in Contracts

Sublicensing. 3.1 Unless expressly approved in the Specific Terms, Licensee shall not be entitled to sublicense, assign and/or transfer any of the Licensed Rights and other rights under this Agreement to third parties. 3.2 If Licensee is allowed to sublicense any of the Licensed Rights or parts thereof according to the Specific Terms Licensee shall (i) be required to impose to the sub-licensee/s all obligations, limitations (e.g. but not limited to any limitations regarding the Scope of Rights granted to Licensee) and all other conditions under this Agreement. However, Licensee will remain fully responsible and liable towards Licensor for the full performance of all of its obligations under this Agreement. Nevertheless Licensee warrants to Licensor the compliance by sub-licensee/s with the provisions of this Agreement and shall fully indemnify Licensor in this respect; and (ii) as of now and to the final invoice amount assign to Licensor all claims against its sub- licensee/s or against third parties that accrue to it from such sublicense in order to provide security for Licensor’s claims. Licensee shall remain authorized to collect such sums due after assignment of the respective claim. The authority of Licensor to collect such sums due by itself shall not be affected thereby.