Sublicensed Subject Matter definition
Examples of Sublicensed Subject Matter in a sentence
MBI shall have the right, in its sole discretion, subject to WPD’s Right of First Refusal, to terminate this Agreement in whole, or to materially amend the Agreement by removing a portion of the Sublicensed Subject Matter or Sublicensed Territory related to a Buyback Event (defined below), at any time in connection with the completion of any Buyback Event by paying to WPD the Buyback Consideration (defined below).
As between WPD and MBI, WPD shall own all rights and title and interests including all intellectual property rights in all intellectual property or other subject matter developed or acquired independent of the Sublicensed Subject Matter and owned by WPD or licensed from third parties by WPD (“WPD Intellectual Property”).
In the event the United States Government has royalty-free rights under the Patent Rights or Technology, then in such event any amounts or proceeds received by BNFL in respect of any Sublicensed Subject Matter caused to be manufactured by or through BNFL and sold or leased to the United States Government or services performed for the United States Government shall not be included within the definition of "Net Sales Value" and no Annual Royalty shall be required to be paid thereon.
Subject to the terms and conditions of this Agreement, including without limitation, Sections 2.2, 2.3 and 2.4 below, MBI hereby grants to WPD an exclusive sublicense even as to MBI under the Sublicensed Subject Matter to research, develop, manufacture, have manufactured, use, import, offer to sell and/or sell Sublicensed Products within the Sublicensed Territories for use within the Sublicensed Field.
ALI shall consult with MBI in the event that ALI determines that any additional patent applications (“Additional Patents”) for the Sublicensed Subject Matter in the Sublicensed Field in the Sublicensed Territory should be filed.
Subject to Section 8.3(d) above, ALI agrees to cease and desist any use and all sale of the Sublicensed Subject Matter and Sublicensed Products.
MBI, by this Agreement, also makes no representation as to whether any patent covered by the Sublicensed Patent Rights is valid or as to whether there are any patents now held, or which will be held by others or by MBI in the Sublicensed Field, nor does MBI make any representation that the inventions contained in Sublicensed Subject Matter do not infringe any other patents now held or that will be held by others.
Subject to the terms and conditions of this Agreement, MBI hereby grants to ALI an exclusive sublicense even as to MBI under the Sublicensed Subject Matter to research, develop, manufacture, have manufactured, use, import, offer to sell and/or sell Sublicensed Products within the Sublicensed Territory for use within the Sublicensed Field.
The Net Sales Value of Sublicensed Subject Matter sold by BNFL to any Affiliate of, or person, firm or corporation enjoying a specially favored course of dealing with, BNFL, shall be the amount which BNFL would receive for such Sublicensed Subject Matter on an arm's length sale to a bona fide third party less the deductions under Article IV(a)(2).
In no event shall more than one royalty payment be due under this Agreement on the same Sublicensed Subject Matter or component part thereof.