Common use of Affiliate Performance Clause in Contracts

Affiliate Performance. If Licensee wishes to Commercialize the Licensed Product through an Affiliate of Licensee acting on Licensee’s behalf, Licensee shall first provide prior written notification to MPP and Pfizer. Upon MPP’s or Pfizer’s request, Licensee will provide MPP or Pfizer with a written copy of Licensee’s agreement(s) with such Affiliate and will certify to MPP and Pfizer in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, Pfizer, MPP or Pfizer shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and Pfizer, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transferees. Any rights to manufacture or Commercialize Compound, Product or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.

Affiliate Performance. If Licensee wishes to Commercialize register, manufacture, Commercialize, Retail or Vend the Compound or Licensed Product Product, as applicable, through an Affiliate of Licensee acting on Licensee’s 's behalf, Licensee shall first provide prior written notification to MPP and PfizerShionogi. Upon MPP’s 's or Pfizer’s Shionogi's request, Licensee will provide MPP or Pfizer Shionogi with a written copy of Licensee’s 's agreement(s) with such Affiliate and will certify to MPP and Pfizer Shionogi in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer Shionogi have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, PfizerShionogi, MPP or Pfizer Shionogi shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and PfizerShionogi, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transfereesAffiliates. Any rights to manufacture register, manufacture, Commercialize, Retail or Commercialize Compound, Product Vend the Compound or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.

Affiliate Performance. If Licensee wishes to Commercialize the Licensed Product through an Affiliate of Licensee acting on Licensee’s behalf, Licensee shall first provide prior written notification to MPP and Pfizer. Upon MPP’s or PfizerXxxxxx’s request, Licensee will provide MPP or Pfizer with a written copy of Licensee’s agreement(s) with such Affiliate and will certify to MPP and Pfizer in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, Pfizer, MPP or Pfizer shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and Pfizer, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transferees. Any rights to manufacture or Commercialize Compound, Product or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.

Affiliate Performance. ‌ If Licensee wishes to Commercialize register, manufacture, Commercialize, Retail or Vend the Compound or Licensed Product Product, as applicable, through an Affiliate of Licensee acting on Licensee’s 's behalf, Licensee shall first provide prior written notification to MPP and PfizerShionogi. Upon MPP’s 's or Pfizer’s Shionogi's request, Licensee will provide MPP or Pfizer Shionogi with a written copy of Licensee’s 's agreement(s) with such Affiliate and will certify to MPP and Pfizer Shionogi in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer Shionogi have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, PfizerShionogi, MPP or Pfizer Shionogi shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and PfizerShionogi, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transfereesAffiliates. Any rights to manufacture register, manufacture, Commercialize, Retail or Commercialize Compound, Product Vend the Compound or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.

Affiliate Performance. If Licensee wishes to Commercialize the Licensed Product through an Affiliate of Licensee acting on Licensee’s ’ s behalf, Licensee shall first provide prior written notification to MPP and Pfizer. Upon MPP’s or Pfizer’s ’ s request, Licensee will provide MPP or Pfizer with a written copy of Licensee’s agreement(s) with such Affiliate and will certify to MPP and Pfizer in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, Pfizer, MPP or Pfizer shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and Pfizer, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/assignees/ transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transferees. Any rights to manufacture or Commercialize Compound, Product or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.

Affiliate Performance. If Licensee wishes to Commercialize the Licensed Product through an Affiliate of Licensee acting on Licensee’s behalf, Licensee shall first provide prior written notification to MPP and Pfizer. Upon MPP’s or Pfizer’s request, Licensee will provide MPP or Pfizer with a written copy of Licensee’s agreement(s) with such Affiliate and will certify to MPP and Pfizer in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, Pfizer, MPP or Pfizer shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and Pfizer, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transferees. Any rights to manufacture or Commercialize Compound, Product or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.Licensee.‌

Affiliate Performance. If Licensee wishes to Commercialize the Licensed Product through an Affiliate of Licensee acting on Licensee’s 's behalf, Licensee shall first provide prior written notification to MPP and Pfizer. Upon MPP’s 's or Pfizer’s 's request, Licensee will provide MPP or Pfizer with a written copy of Licensee’s 's agreement(s) with such Affiliate and will certify to MPP and Pfizer in writing that such agreement(s) is/are consistent with the terms and conditions of this Agreement. MPP and Pfizer have the right to review all such agreements to verify consistency with the terms and conditions of this Agreement. In the event that any inconsistency is found which had not been specifically discussed with, and agreed to in writing by, Pfizer, MPP or Pfizer shall have the right to require Licensee to amend such agreement with such Affiliate to be consistent with the terms and conditions of this Agreement. Notwithstanding any such review by MPP and Pfizer, Licensee shall remain responsible for ensuring that the terms and conditions of any such agreement(s) with such Affiliate is/are consistent with the terms and conditions of this Agreement, and Licensee shall be responsible for any liability arising from any inconsistency. Licensee shall be held responsible for the actions of any of its Affiliates or any other permitted assignees/transferees in connection with this Agreement, and all obligations of Licensee under this Agreement in connection with the sale and Commercialization of the Licensed Product in the Territory will be deemed to apply to such activities conducted by any of its Affiliates and permitted assignees/transferees. Any rights to manufacture or Commercialize Compound, Product or Licensed Product granted by Licensee to an Affiliate of Licensee shall automatically be terminated in the event that such Affiliate ceases to be an Affiliate of Licensee.