Sublicensing Sample Clauses

Sublicensing. The Fund shall not sublicense its rights under this Agreement except to a current or future majority-owned subsidiary of the Fund, and then only with the prior written consent of the Adviser or the Licensed Name Owner, provided that (a) no such subsidiary shall use the Licensed Name as part of a name other than the Fund name without the prior written consent of the Adviser or the Licensed Name Owner in its sole discretion and (b) any such sublicense shall terminate automatically, with no need for written notice, if (x) such entity ceases to be a majority-owned subsidiary, (y) this Agreement terminates for any reason or (z) the Adviser or the Licensed Name Owner gives notice of such termination. The Fund shall be responsible for any such sublicensee’s compliance with the provisions of this Agreement, and any breach by a sublicensee of any such provision shall constitute a breach of this Agreement by the Fund. Neither the Fund nor any of its current or future subsidiaries shall use a new trademark, corporate name, trade name or logo that contains the Licensed Name without the prior written consent of the Adviser or the Licensed Name Owner in its sole discretion, and any resulting license shall be governed by a new agreement between the applicable parties and/or an amendment to this Agreement.

Sublicensing. 4.01 Upon written approval by PHS, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights. 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.01-5.04, 8.01, 10.01, 10.02, 12.05, and 13.07-13.09 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.03 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between such sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. Such conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.04 Licensee agrees to forward to PHS a copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. Subject to the terms and conditions set forth herein, Mount Sinai hereby grants to Licensee the right to grant Sublicenses, provided that: (a) Any and all such Sublicenses shall: (i) Expressly identify Mount Sinai as a third party beneficiary (ii) obligate the Sublicensee to abide by and be subject to all of the terms, conditions, and limitations of this Agreement applicable to the Licensee; (iii) expressly prohibit the Sublicensee from granting further sublicenses and declare any such purported grant of a further sublicense to be invalid and unenforceable; (iv) prohibit Sublicensee from making payments in exchange for receipt of Sublicense rights, e.g. royalty payments, into an escrow or similar account or to any Third Party; (v) provide that, in the event of any inconsistency between the Sublicense and this Agreement, this Agreement shall control; (vi) obligate the Sublicensee to submit annual, Quarterly, and interim reports to Mount Sinai consistent with the reporting provisions of Article 6 and all other relevant provisions herein; (vii) be written in the English language (for clarity, this is a reference to the original Sublicense as executed; provision of a translation to Mount Sinai shall not satisfy this requirement); and (viii) comply with any marking requirements of the intellectual property Laws of the applicable countries in the Territory, and particularly agrees to legibly mark all Licensed Products made, used, reproduced, or sold under the terms of this Agreement, or their respective containers; and (ix) specify that New York law shall control any dispute arising under such Sublicense, and that jurisdiction for resolving any such dispute shall be in the federal or state courts located in New York City, New York State. (b) If Licensee enters into any agreement, arrangement, or license purporting to grant rights to any Mount Sinai Technology that does not comport with the requirements of this Section or is otherwise inconsistent with the terms and conditions of this Agreement, such agreement, arrangement, or license shall be null and void. Licensee acknowledges and agrees that entering into such an agreement, arrangement, or license constitutes a material breach of this Agreement, subject to the cure provisions set forth in Section 12.1. (c) Licensee may not grant any Sublicenses without the prior written consent of Mount Sinai. Licensee shall notify Mount Sinai in writing of any proposed grant of a Sublicense and provide to Mount Sinai a compl...

Sublicensing. 6.1 LICENSEE shall notify LSU in writing and shall send LSU a copy of every sublicense agreement and each amendment thereto within [*] days after execution. At LICENSEE’s option, LICENSEE may redact from the copy of the sublicense or amendment that is provided to LSU any material that LICENSEE reasonably believes, in good faith, both: (i) is not reasonably necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement, and also (ii) would not reasonably be expected to affect LSU’s rights under this Agreement. However, if LICENSEE elects to provide such a redacted copy to LSU, then LICENSEE will also simultaneously provide to LSU a brief description, in general terms, of the nature of the material redacted. If LSU reasonably believes, based on such description, that the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement, then LSU will so inform LICENSEE in writing and the parties will work together to identify a mutually acceptable neutral third party to whom LICENSEE will provide both the redacted and unredacted sublicenses or amendments. Such neutral third party will review such redacted and unredacted sublicenses or amendments for the sole purpose of determining whether any of the redacted material contains material that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement. Such neutral third party will inform the parties within [*] days after receipt of such redacted and unredacted sublicenses or amendments whether, in such neutral third party’s determination, the redacted material contains any material .that is necessary to demonstrate LICENSEE’S compliance with the requirements of this Agreement or that would reasonably be expected to affect LSU’s rights under this Agreement and, if applicable, will provide to LICENSEE and LSU a revised version of the redacted sublicense or amendment that restores only such material. The parties agree to be bound by the determination of such neutral third party. Notwithstanding anything to the contrary in the foregoing, LICENSEE will have no obligation to provide any unredacted sublicense or amendment to any third party chosen under this Section 6.1 unless such third party agrees to be bound by written obligations accept...

Sublicensing. Except as provided in this Section 3.2, Ampliphi shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Ampliphi Products or use or display the Intrexon Trademarks, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, Ampliphi shall have a limited right to sublicense under the circumstances described in Sections 3.2(a), 3.2(b) and 3.2(c). (a) Ampliphi may transfer, to the extent reasonably necessary and after providing Intrexon with reasonable advance notice thereof, Intrexon Materials that are or express Ampliphi Products to a Third Party contractor performing contract manufacturing, fill, and/or finish responsibilities for Ampliphi Products, and may in connection therewith grant limited sublicenses necessary to enable such Third Party to perform such activities. If Ampliphi transfers any Intrexon Materials under this Section 3.2(a), Ampliphi will remain obligated to ensure that the rights of Intrexon in and to the Intrexon Materials and Intrexon IP and under the provisions of Articles 6 and 7 of this Agreement are not violated by any such Third Party contractor. (b) Ampliphi may, with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate, or grant an Affiliate the right to display the Intrexon Trademarks. In the event that Intrexon consents to any such grant or transfer to an Affiliate, Ampliphi shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were Ampliphi), including any payment obligations owed to Intrexon hereunder. (c) Ampliphi may, upon approval of the JSC and with Intrexon’s written consent, which consent shall not be unreasonably withheld or delayed, sublicense the rights granted under Section 3.1 to a Third-Party, or transfer the Intrexon Materials to a Third Party, in each case who is providing services to Ampliphi in connection with Ampliphi’s exercise of rights under this Agreement, provided that such sublicense or use of Intrexon Materials shall be limit...

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy of the agreement or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. The licenses granted in Sections 2.1 and 3.1 above are sublicensable, subject to the prior written consent of Licensor, not to be unreasonably withheld, conditioned or delayed, and provided that: (i) the sublicensee agrees in writing to be bound by the terms and conditions of this Agreement, and (ii) Licensee shall be and remain liable for all actions of the sublicensee in relation to the sublicense, to the same extent as if the actions were those of Licensee. Licensor hereby consents to a sublicense of the licenses granted in Sections 2.1 and 3.1 above to PTI.