Common use of Licensor Consent Clause in Contracts

Licensor Consent. In the event Licensee desires to enter into a Sublicense Agreement under Section 3.5.2, Licensee shall provide Licensor with a written request, which shall include all of the proposed terms of the Sublicense Agreement and information regarding the proposed Sublicensee reasonably sufficient for Licensor to determine the proposed Sublicensee’s capability to perform under the proposed Sublicense Agreement (the “Sublicense Request”). Licensor shall respond with its consent or non-consent (not to be unreasonably withheld, delayed, or conditioned) decision within sixty (60) days of Licensor’s receipt of the Sublicense Request from Licensee. Failure to respond within such time limit will be deemed as consented by Licensor. Unreasonable non-consent by Licensor shall be deemed a material breach to this Agreement. For clarity, Licensor shall consent to a Sublicense Request unless it reasonably believes, with actual, credible, and sufficient evidence, that the proposed Sublicensee is less capable than Licensee in performing under this Agreement or will likely breach the terms of this Agreement. Notwithstanding anything to the contrary, Licensor hereby consents to any Third Party Sublicensees set forth on Schedule 3.5.3. Licensee shall provide Licensor with an executed copy of each such Sublicense Agreement and any amendments thereto within thirty (30) days of execution thereof by Licensee and the applicable Sublicensee, provided that Licensee will be permitted to redact commercially sensitive terms to the extent such terms are not necessary for Licensor to confirm compliance with this Agreement (including confirming accuracy of amounts payable).