Consent to Sub-License

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date

{{date}}

To

{{sub_licensee_company_name}}

{{sub_licensee_company_address}}

Subject: Consent to Sub-License

This letter serves as formal consent from {{company_name}} (the "Primary Licensee") to {{sub_licensee_company_name}} (the "Sub-Licensee") for the sub-licensing of certain rights as outlined below.

Background

1. The Primary Licensee is a party to a License Agreement dated {{original_license_agreement_date}} (the "Original License Agreement") with {{original_licensor_name}} (the "Original Licensor"), concerning the licensing of {{description_of_licensed_property_or_services}}.

2. The Sub-Licensee wishes to obtain certain sub-licensed rights from the Primary Licensee in relation to the aforementioned licensed property/services.

3. The Original License Agreement requires the express written consent of the Primary Licensee for any sub-licensing activities.

Grant of Consent

1. Subject to the terms and conditions set forth in this Consent and the Sub-License Agreement between the Primary Licensee and the Sub-Licensee, the Primary Licensee hereby grants its consent to the Sub-Licensee to sub-license the following specific rights:

- {{description_of_sub_licensed_rights_1}}

- {{description_of_sub_licensed_rights_2}}

- {{description_of_sub_licensed_rights_3}}

2. This consent is strictly limited to the rights specified above and does not extend to any other rights or obligations under the Original License Agreement unless expressly stated otherwise in writing by the Primary Licensee.

3. The term of this consent shall be from {{start_date_of_sub_license}} to {{end_date_of_sub_license}}, or as otherwise agreed in the Sub-License Agreement, provided that it shall not exceed the term of the Original License Agreement.

Conditions of Consent

1. The Sub-Licensee agrees to comply with all applicable terms, conditions, and restrictions contained in the Original License Agreement, as well as any additional terms and conditions specified in the Sub-License Agreement.

2. The Sub-Licensee acknowledges that the Primary Licensee remains ultimately responsible to the Original Licensor for the performance of all obligations under the Original License Agreement, irrespective of any sub-licensing arrangements.

3. The Sub-Licensee shall indemnify and hold harmless the Primary Licensee from and against any and all claims, liabilities, damages, costs, and expenses arising out of the Sub-Licensee's exercise of the sub-licensed rights or any breach of the Sub-License Agreement.

4. This consent may be revoked by the Primary Licensee in the event of a material breach by the Sub-Licensee of the terms of this Consent or the Sub-License Agreement, or if the Original License Agreement is terminated.

Governing Law

This Consent shall be governed by and construed in accordance with the laws of {{country}}.

Acceptance

Please indicate your acceptance of this Consent by signing and returning a copy of this letter to the Primary Licensee by {{response_deadline_date}}.

Signature Block

Yours sincerely,

_____________________________

{{primary_licensee_authorized_signatory_name}}

{{primary_licensee_authorized_signatory_title}}

For and on behalf of {{company_name}}

_____________________________

{{sub_licensee_authorized_signatory_name}}

{{sub_licensee_authorized_signatory_title}}

For and on behalf of {{sub_licensee_company_name}}