Continuation of Sublicenses. Upon termination by Arvinas of this Agreement with respect to a particular Exclusive Target or in its entirety pursuant to Section 13.2, all relevant sublicenses with respect to such Exclusive Target and related Licensed Products, or with respect to all Exclusive Targets and all Licensed Products, as applicable, shall also terminate; provided, however, that if the relevant Sublicensee is not then in breach of its sublicense agreement with Licensee such that Licensee would have the right to terminate such sublicense agreement, and if the Sublicensee did not cause the breach that gave rise to a termination by Arvinas pursuant to Section 13.2, then the relevant sublicense shall continue in full force and effect as a direct license from Arvinas to the relevant Sublicensee under terms and conditions consistent with the terms and conditions of this Agreement that are applicable to such Sublicensee, except that (i) the scope of the relevant Sublicensee’s rights with respect to the Arvinas Intellectual Property shall remain the same as set forth in its sublicense agreement with Licensee; and (ii) the relevant Sublicensee shall be responsible to Arvinas for payments otherwise payable to Arvinas by Licensee under this Agreement based upon the exercise by the Sublicensee of its rights under the Arvinas Intellectual Property after such termination solely to the extent the payments become due and payable after termination of this Agreement under the payment terms herein. Arvinas shall enter into such direct license under terms and conditions consistent with the foregoing with the relevant Sublicensee in a timely manner; provided that Arvinas shall not be obligated to assume any obligations under such direct license that are greater than the obligations contained within this Agreement. For clarity, any sublicense that continues after termination of this Agreement pursuant to this Section above shall continue during the negotiation of the terms and conditions of a direct license as contemplated in this Section above between Arvinas and the relevant Sublicensee.
Continuation of Sublicenses. Upon termination by Immunocore of this Agreement, Immunocore agrees that on request from any Sublicensee it will grant to such Sublicensee a license on the same terms as set out in this Agreement (including all event payments and royalty payments) in relation to any Immunocore rights previously licensed to such Sublicensee. Unless otherwise explicitly agreed in writing, Immunocore shall not agree to vary or amend the terms of the licenses granted hereunder or take on any additional or further obligations or burdens.
Continuation of Sublicenses. In the event that the licenses under Section 4.4 terminate for any reason in any country (or a Licensed Product is excluded from the scope of the license under Section 4.4) other than termination of this Agreement by Licensee pursuant to Section 11.3 (for Licensee’s convenience), any existing sublicenses granted by the terminated Party under the license under Section 4.4 to a sublicensee, shall continue in full force and effect, provided that such sublicensee agrees to be bound by all the terms and conditions of this Agreement that are applicable to such sublicensee, including rendering directly to the terminating Party all payments and other obligations due related to such sublicense (e.g., Milestone Payments for the achievement of Milestone Events by such sublicensee and Royalty Payments based on sales of Licensed Products by such sublicensee).
Continuation of Sublicenses. Upon termination of this Agreement for any reason and within […***…] of such termination, any sublicensee not then in default shall have the right to request in writing that its sublicense be assigned to Princeton. Such assignment shall be subject to Princeton’s approval, such approval not to be unreasonably withheld. Additionally, Princeton shall in good-faith consider any reasonable request by a sublicensee for a modification of its obligations under the sublicense
Continuation of Sublicenses. Upon termination by Kineta of this Agreement under Section 13.2, any existing, permitted sublicense (other than to an Affiliate) granted by Licensee under this Agreement shall continue in full force and effect, provided that the permitted Sublicensee did not cause the breach that gave rise to a termination under Section 13.2 and agrees to be bound by all the terms and conditions of this Agreement that are applicable to such permitted Sublicensee including rendering directly to Kineta all payments and other obligations due to Kineta related to such sublicense (including all event payments and royalty payments); provided further Kineta is not obligated to assume any obligations under such sublicense that are greater than the obligations contained within this Agreement.
Continuation of Sublicenses. Upon termination by GNE of this Agreement GNE agrees that on request from any Sublicensee it will grant to such Sublicensee a license on the same terms as set out in this Agreement (including all Event Payments and royalty payments) in relation to any GNE rights previously licensed to such Sublicensee. Unless otherwise explicitly agreed in writing, GNE shall not agree to vary or amend the terms of the licenses granted hereunder or take on any additional or further obligations or burdens.
Continuation of Sublicenses. Upon termination by Immunocore of this Agreement, or any specific Exclusive License, Immunocore agrees that on request from any Sublicensee it will grant to such Sublicensee a license on the same terms as set out in this Agreement (including all event payments and royalty payments) in relation to any Immunocore rights previously licensed to such Sublicensee. Unless otherwise explicitly agreed in writing, Immunocore shall not agree to vary or amend the terms of the licenses granted hereunder or take on any additional or further obligations or burdens. This Clause shall not apply where any Sublicensee is in material breach of the terms of the relevant sub-license prior to termination of this Agreement by Immunocore or any specific Exclusive Sublicense, whether or not such breach was the reason for termination or not.
Continuation of Sublicenses. Upon termination by CG of this Agreement with respect to a particular Product under Section 14.2 (Termination by Either Party for Material Breach), any existing, permitted sublicense granted by Kissei under this Agreement with respect to such Product may, in CG’s sole discretion, continue in full force and effect, provided, that the permitted sublicensee did not cause the breach that gave rise to a termination under Section 14.2 (Termination by Either Party for Material Breach) and agrees to be bound by all the terms and conditions of this Agreement that are applicable to such permitted sublicensee including rendering directly to CG all payments and other obligations due to CG related to such sublicense (including all event payments and royalty payments) that would have been owed by Kissei if not for such termination and granting rights and licenses to CG of the same scope as set forth in Section 4.2 (License Grants to CG) with respect to the intellectual property rights of such sublicensee; provided further CG is not obligated to assume any obligations under such sublicense that are greater or more adverse to CG than the obligations contained within this Agreement.
Continuation of Sublicenses. In the event that the Genentech License terminates (or if a Licensed Product is excluded from the scope of the Genentech License), an existing sublicense granted by Genentech under the Genentech License, if any, shall continue in full force and effect, provided that the Sublicensee agrees to be bound by all the terms and conditions of this Agreement that are applicable to such Sublicensee including, without limitation, rendering directly to Curis all payments and other obligations due to Curis related to such sublicense (including, without limitation, all Milestone Payments and Royalty Payments).
Continuation of Sublicenses. Upon termination by Adaptive of this Agreement, any existing, permitted sublicense granted by GNE under this Agreement to any Third Party to Develop and/or Commercialize one or more particular Licensed Products shall survive; provided that the permitted sublicensee: (i) did not cause the breach that gave rise to a termination under Section 16.2 and is not in breach of such sublicense on the effective date of termination of this Agreement; and (ii) agrees with Adaptive in writing to be bound by all the terms and conditions of this Agreement which are relevant to and consistent with its sublicense, including without limitation the obligation to provide: (A) information and reports and pay milestone payments and royalties to Adaptive of the same nature, amount and scope as GNE is required to provide to and pay to Adaptive pursuant to this Agreement; and (B) reversion rights to Adaptive substantially equivalent to those set forth in Section 16.6.2(b); provided further that Adaptive shall not be obligated to assume any obligations under such sublicense that are greater than the obligations contained within this Agreement.
