Common use of Activities of Affiliates and Sublicensees Clause in Contracts

Activities of Affiliates and Sublicensees. Activities by Akouos’ Affiliates and Sublicensees will be considered Akouos’ activities under this Agreement for purposes of determining whether Akouos has complied with its obligation to use Commercially Reasonable Efforts; provided, however, that the activities carried out under a Pass-Through Sublicense granted pursuant to this Agreement may not be used to show compliance with any of the obligations of Section 5.1.2. Notwithstanding the foregoing, if, due to the acts or omissions of a Sublicensee, any of the diligence obligations under this Section 5.1 have not been met or are not being met, Akouos shall have the right, but not the obligation, upon written notice to Lonza, to (a) carry out such diligence obligations on its own or through another Sublicensee, (b) cause the relevant Sublicensee to cure the deficiency within any applicable cure periods provided for in the Sublicense or, if none apply, within a reasonable period of time or (c) in the case of a Pass-Through Sublicense granted under Section 5.9, terminate the Pass-Through Sublicense in accordance with its terms, in which case, the corresponding Target Development Plan with respect to the terminated Licensed Gene Target shall be deemed null and void and will no longer be deemed a Committed Licensed Gene Target unless and until it subsequently re-qualifies as a Committed Licensed Gene Target. If Akouos exercises any of the foregoing rights promptly after becoming aware of the deficiency, the acts or omissions of the Sublicensee shall not be deemed a breach by Akouos of its diligence obligations under this Agreement.

Activities of Affiliates and Sublicensees. Activities by Akouos’ Affiliates and Sublicensees will be considered Akouos’ activities under this Agreement for purposes of determining whether Akouos has complied with its obligation to use Commercially Reasonable Efforts; provided, however, that the activities carried out under a Pass-Through Sublicense granted pursuant to this Agreement may not be used to show compliance with any of the obligations of Section 5.1.2. Notwithstanding the foregoing, if, due to the acts or omissions of a Sublicensee, any of the diligence obligations under this Section 5.1 have not been met or are not being met, Akouos shall have the right, but not the obligation, upon written notice to LonzaMEE, to (a) carry out such diligence obligations on its own or through another Sublicensee, (b) cause the relevant Sublicensee to cure the deficiency within any applicable cure periods provided for in the Sublicense or, if none apply, within a reasonable period of time or (c) in the case of a Pass-Through Sublicense granted under Section 5.9, terminate the Pass-Through Sublicense in accordance with its terms, in which case, the corresponding Target Development Plan with respect to the terminated Licensed Gene Target shall be deemed null and void and will no longer be deemed a Committed Licensed Gene Target unless and until it subsequently re-qualifies as a Committed Licensed Gene Target. If Akouos exercises any of the foregoing rights promptly after becoming aware of the deficiency, the acts or omissions of the Sublicensee shall not be deemed a breach by Akouos of its diligence obligations under this Agreement.