Termination of Sublicense Agreements Sample Clauses
The 'Termination of Sublicense Agreements' clause defines the conditions under which sublicenses granted by a licensee to third parties will end, typically in connection with the termination or expiration of the main license agreement. This clause often specifies whether sublicenses automatically terminate alongside the main agreement or if they may continue under certain circumstances, such as the sublicensor's consent or the sublicensee meeting specific obligations. Its core practical function is to clarify the fate of sublicenses upon the main agreement's termination, thereby preventing legal uncertainty and managing the rights and expectations of all parties involved.
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Termination of Sublicense Agreements. Each Sublicense Agreement will automatically terminate upon the termination or expiration of this Agreement, without notice or further act by the applicable Sublicensee or any Party. Further, each Sublicense Agreement will automatically terminate with respect to any applicable Affected IP upon the termination of any License with respect to such specific items of Affected IP, without notice or further act by the applicable Sublicensee or any Party. If a Sublicensee commits a Substantial Breach, then (a) Company must notify DWA upon becoming aware of such Substantial Breach, and (b) Company must use, or must ensure that the applicable Sublicensee uses, Requisite Efforts with respect to such Substantial Breach, and (c) if the applicable Sublicensee does not use such Requisite Efforts, Company must terminate the applicable Sublicense Agreement (the “Company Enforcement Requirements”). If Company meets the Company Enforcement Requirements, then DWA may not terminate the License with respect to the applicable Affected IP as a result of the applicable Substantial Breach committed by a Sublicensee. But if Company fails to meet the Company Enforcement Requirements with respect to any Substantial Breach committed by a Sublicensee, then DWA may terminate the License with respect to the applicable Affected IP upon notice to Company. For avoidance of doubt, with respect to a Substantial Breach by a Subsidiary Sublicensee, if Company causes the Subsidiary Sublicensee to use Requisite Efforts (including, if Company deems necessary, by installing new management or other personnel at the Subsidiary Sublicensee), then Company and Subsidiary Sublicensee will be deemed to have met the Company Enforcement Requirements.
Termination of Sublicense Agreements. The Sublicense Agreements between BIOCORRX, TRINITY and SAS are hereby terminated. However, as set forth in the Sublicense Agreements, section 11 of the Sublicense Agreements shall survive the termination of the Sublicense Agreements and is not released or waived under this Agreement. Section 10 of the Sublicense Agreements shall survive termination of the Sublicense Agreements only to the extent that SAS agrees to keep confidential and not to disclose, use, copy, modify, or reverse engineer the formula for BIOCORRX and TRINITY’s Naltrexone implant as set forth in Section 10 of the Sublicense Agreements. For clarification, changing the delivery system shall be deemed by all parties herein as an indisputable innovation and not merely a modification. FURTHERMORE, it is acknowledged that all parties remain free to develop new formulas and products so long as doing so does not require employing intellectual property rights including but not limited to, trade secrets and/or patent(s) belonging to the other party. Section 10 of the Sublicense Agreements is otherwise hereby terminated. All other sections of the Sublicense Agreements, including but not limited to section 4, shall not survive termination.