Consent Required to Sublicense Clause Samples

Consent Required to Sublicense. Licensee shall be required to obtain the prior written consent of Immunomedics, *** (i) *** or ***in a*** (ii) or ***or***to any ***in***. If Licensee intends to sublicense the rights or activities referenced in the foregoing clause (i) or (ii) of this Section, Licensee shall disclose to Immunomedics the identity of the potential sublicensee. Immunomedics shall within *** *** give its consent to such sublicense as applicable; provided however that Immunomedics shall have the right to withhold such consent if Immunomedics in good faith determines that the potential sublicensee is a competitor or that such sublicense would cause a material adverse effect to Immunomedics; provided further, that in the event of such a determination by Immunomedics, then Immunomedics shall demonstrate to Licensee the reasons for such determination. In the event that Immunomedics does not demonstrate the reasons for its determination to withhold consent to such proposed sublicense within the *** *** period, Immunomedics shall be deemed to have given its consent with respect to such sublicense.