Limited Right to Sublicense. Licensee shall not sublicense any of the Licensed Brand Assets during the Term and in the Territory to any other Person without UL’s prior written consent, except that Licensee may sublicense to third Persons who are collaborating on projects with Licensee (e.g., universities, government agencies and law enforcement agencies) with respect to the Standards Field of Use and/or third Person representatives of Licensee that are engaged by and acting on behalf of Licensee in furtherance of Licensee’s activities with respect to the Standards Field of Use, including third Persons providing marketing, promotional or support services or products to Licensee (each, a “Sublicensee”). UL’s approval shall be required for any other potential sublicensees, and thus Licensee shall notify UL of its desire to enter into any sublicense agreement and UL will have thirty (30) days thereafter to request any additional information and to notify Licensee whether or not it consents to such sublicense. If UL has not responded prior to the end of such thirty (30)-day period, such sublicense shall be deemed approved and shall be considered a Sublicensee. Licensee may only grant sublicenses to the Licensed Brand Assets to Sublicensees in writing on a non-exclusive, non-transferable, revocable and terminable basis and all remaining terms shall be further limited solely to the rights granted to Licensee herein. Notwithstanding the foregoing, Licensee shall not grant a sublicense of any rights or licenses (i) to which it is not granted rights hereunder, (ii) to any UL Competitor, or (iii) to any third Person whose exercise thereof either UL and/or Licensee believes (in their respective reasonable judgment) would reasonably be expected to have an adverse effect on the UL Masterbrand, any of the Licensed Brand Assets, or any goodwill associated therewith or the business and/or reputation of UL. Licensee will enforce all of its rights under each agreement with a Sublicensee in relation to the Licensed Brand Assets, including as may be reasonably required by UL. Licensee will not be relieved of any of its obligations hereunder with respect to any sublicense to a Sublicensee and will be responsible for any action (or inaction) of each Sublicensee with respect to any such sublicense as if such action (or inaction) were an action (or inaction) of Licensee as relates to the Licensed Brand Assets. Licensee shall require that each Sublicensee not further sublicense or otherwise transfer or grant t...
Limited Right to Sublicense. The license granted in this agreement includes a limited right to sublicense the Licensed Patents and the Licensed Technology to another person for the sole purpose of allowing that person to produce Licensed Products exclusively for sale by Licensee, and/or to service or sell Licensed Products exclusively for Licensee. It is a condition precedent to Licensee's right to grant a sublicense that: (i) Licensor be given prior written notice identifying the proposed sublicensee; (ii) the sublicense enter into a written sublicense agreement approved by Licensor, which approval will not be unreasonably withheld or delayed; and (iii) Licensee guarantee in writing sublicensee's due and faithful compliance with the sublicense agreement.
Limited Right to Sublicense. 2.2.1. The Product License is sublicensable only in connection with a sublicense of a Product to any Affiliate of Genzyme or to any Third Party, in each case for the continued research, development or commercialization of such Product in accordance with the terms of the Product License.
Limited Right to Sublicense. Subject to Licensor’s approval in each instance, Licensee shall have the limited right to sublicense to its Affiliates and their subsidiaries, and as required to effectuate the Permitted Purpose, such as to outsource manufacturing and product testing.
Limited Right to Sublicense. (a) Licensee may sublicense the rights granted under Article 2.1 solely to:
Limited Right to Sublicense. KES shall have the right to sublicense the License only upon complying with the following conditions:
Limited Right to Sublicense. The License granted by Subsection 9.1 above shall include a limited right to sublicense the Intellectual Property to another person that is a supplier or contract manufacturer of Seller for the sole purpose of supplying or manufacturing components or materials to be incorporated into the Products. It shall be a condition precedent to Seller’s right to grant any such sublicense that: (i) Buyer is provided with prior notice of the name and address of the proposed sublicensee; (ii) the grant of a sublicense is required in order to obtain a component or material that is critical to the manufacture of the Products by the Seller; (iii) the sublicensee is an existing supplier or contractor of Seller in good standing; (iv) the sublicensee shall enter into a sublicense agreement which includes the same restrictions as contained in this Section 9 and which names Buyer as a third party beneficiary thereof; and (v) the due and faithful compliance with such restrictions by the sublicensee shall be guaranteed to Buyer in writing by Seller. Buyer shall take all appropriate measures at Buyer’s expense promptly and diligently to enforce the terms of any sublicense agreement. In the event that Buyer determines that Seller has failed promptly and diligently to enforce the terms of any such sublicense agreement using such standard of care, Buyer reserves the right to enforce such terms, and Seller shall reimburse Buyer for its fully allocated direct costs and expenses incurred in enforcing such sublicense agreement, plus all out-of-pocket costs and expenses, plus five percent (5%). All sublicenses shall expire and be terminable simultaneously with the expiration or termination of the license granted pursuant to Subsection 9.1 above.
Limited Right to Sublicense. Each of Seller and Purchaser may sublicense the rights granted under Section 7(a) and 7(b) (in each case, without any further right of sublicense and subject to the limitations of Section 8) to:
Limited Right to Sublicense. (a) Except as provided in Section 2.2(b), the license grant in Section 2.1 does not include the right for AeroGrow to grant sublicenses to others to use the Hydroponic IP in any manner or in connection with any goods or services, but AeroGrow may permit the distribution by third party distributors of Licensed Products in the Territory in accordance with this Agreement.
Limited Right to Sublicense. Licensee may sublicense any of the rights under the License to any of its Affiliates or to a third party upon prior written consent of Licensor (which consent shall not be unreasonably withheld), provided that the sublicense shall be set forth in a written agreement including, without limitation, specific acknowledgement that: (a) the sublicense is subject to all of the applicable terms, conditions and provisions of this Agreement; (b) in its exercise of the sublicense, the sublicensee shall comply with all of Licensee’s applicable obligations under this Agreement; (c) the sublicensee has no right to grant any other person any sublicense any right under the License; and (d) the sublicense shall automatically terminate (e.g., without any notice or other action by Licensee or Licensor) upon the earlier of the end of the Term or, if applicable, if and when the sublicensee ceases to be an Affiliate of Licensee. Upon granting any sublicense, Licensee shall give Licensor written notice thereof (including, without limitation, the name and principal place of business of the sublicensee and the name, address and telephone number of the employee or other representative of the sublicensee responsible for the sublicensee’s administration of and compliance with the sublicense agreement). Upon Licensor’s request, Licensee shall deliver to Licensor a true, correct and complete copy of any sublicense agreement (including, without limitation, any and all amendments, supplements and modifications thereof), provided that Licensee may redact any financial terms from such sublicense agreement.
