Sublicense Agreement. SPE shall have executed and delivered to Philips the SPE-Philips Agreement and SPE shall have complied with all obligations to be complied with by SPE on or prior to the Closing Date under the SPE-Philips Agreement on or prior to the Closing Date.
Sublicense Agreement. Licensor represents and warrants that it has no knowledge or belief, direct or indirect, that either the Inventors or the Licensor has any plan or intention to terminate the Sublicense Agreement and agrees to immediately notify Licensee in the event that it becomes aware of any such plan or intention. Licensor further agrees to take all reasonable steps to prevent termination of the Sublicense Agreement. Licensor acknowledges that if either such party does terminate the Sublicense Agreement during the term of this Agreement then Licensor will be subject to the Penalty Payment, as set forth in Section 6.3 of this Agreement.
Sublicense Agreement. In the event that the Acrux License Assignment Consent has not been obtained as of the Closing, the Seller shall grant to the Acquiror an exclusive sublicense under the Licensed Intellectual Property (as defined in the Acrux License) pursuant to, and upon the terms and subject to the conditions set forth in, the Sublicense Agreement, effective as of the Closing.
Sublicense Agreement. The Sublicense Agreement between SmartGate, L.C. and RadioMetrix, a copy of which is attached as Exhibit "D" is in good standing and is enforceable. SmartGate, L.C. is actively commercializing products pursuant to the Sublicense Agreement. SmartGate, L.C. is in full compliance with said Agreement, and to the best of its knowledge, RadioMetrix is in full compliance with said Agreement. As a result of the commercialization of products and the development of technology pursuant to the Sublicense Agreement, SmartGate, through its Independent Committee of Directors, has determined that it is in SmartGate's best interest to expand its rights, interests, and ownership of the RadioMetrix Technology.
Sublicense Agreement. Neustar shall enter into a written agreement with Neustar Sublicense Customers for the sublicensing of the Licensed Patents pertaining to the Field of Use. Neustar shall submit to NeoMedia Neustar’s sublicensing terms and conditions in Neustar’s written template agreement with Neustar Sublicense Customers for NeoMedia’s review and consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Neustar desires to modify materially any sublicensing terms and conditions, then Neustar shall submit those modifications in writing to NeoMedia for review and consent, which consent shall not be unreasonably withheld, conditioned or delayed. Neustar-proposed modifications to sublicensing terms and conditions shall be deemed accepted by NeoMedia when (a) NeoMedia provides Neustar with notice of acceptance of such modifications or (b) if NeoMedia fails to provide written notice to Neustar of its objection, which objections sets forth the reasons therefor, within fourteen (14) days. Neustar’s billing and collection methods are reserved to its sole discretion. Nothing herein shall be deemed to require Neustar to commence legal proceedings, to engage a collections agency, or perform another similar act, all of which is the ultimate obligation of Neustar.
Sublicense Agreement. Service Provider shall Sublicense the Software solely through a written Sublicense Agreement substantially in the form of the Alliance Partner License Agreement to be provided by PeopleSoft after the Effective Date ______; PROVIDED, HOWEVER, that in no instance shall Service Provider execute and enter into any Sublicense Agreement unless and until PeopleSoft has given its prior written consent to the final draft of such proposed Sublicense Agreement. In the event that Service Provider enters into any Sublicense Agreement in a form not expressly consented to by PeopleSoft pursuant to the terms of this subsection, such Sublicense Agreement shall be void AB INITIO.
Sublicense Agreement. In accordance with Section 2.5(a), Roche shall have the right to [*] by Roche to Prothena under this Agreement.