Direct Affiliate Licenses. Whenever SPL shall reasonably demonstrate to Pharmacopeia that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Pharmacopeia and such Affiliate, Pharmacopeia will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof and SPL shall guarantee the Affiliate’s obligations thereunder and otherwise provide to Pharmacopeia assurances of performance satisfactory to Pharmacopeia. SPL shall reimburse Pharmacopeia for its reasonable attorneys’ fees and costs incurred in connection with any such separate license agreement.
Direct Affiliate Licenses. Whenever SPL shall reasonably demonstrate to Licensor that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Licensor and such Affiliate, Licensor will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, provided that SPL guarantees the Affiliate's obligations thereunder.
Direct Affiliate Licenses. Whenever Schering shall reasonably demonstrate to Licensor that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Licensor and such Affiliate, Licensor will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, provided that Schering guarantees the Affiliate's obligations thereunder.
Direct Affiliate Licenses. Whenever Schering shall reasonably demonstrate to Pharmacopeia that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Pharmacopeia and such Affiliate, Pharmacopeia will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof and Schering shall guarantee the Affiliate’s obligations thereunder and otherwise provide to Pharmacopeia assurances of performance satisfactory to Pharmacopeia. Schering shall reimburse Pharmacopeia for its reasonable attorneys’ fees and costs incurred in connection with any such separate license agreement.
Direct Affiliate Licenses. Whenever Schering shall reasonably demonstrate to Corvas that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Corvas and such Affiliate, Corvas will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, provided that Schering shall reimburse Corvas for its reasonable attorneys' fees and costs incurred in connection with any such separate license agreement, and Schering guarantees the Affiliate's obligations thereunder or otherwise provides to Corvas assurances of performance satisfactory to Corvas in its sole discretion. 4.7
Direct Affiliate Licenses. Whenever Organon shall reasonably demonstrate to Pharmacopeia that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Pharmacopeia and such Affiliate, Pharmacopeia will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, and Organon shall guarantee the Affiliate's obligations thereunder and otherwise provide to Pharmacopeia assurances of performance satisfactory to Pharmacopeia. Organon shall reimburse Pharmacopeia for its reasonable attorneys' fees and costs incurred in connection with any such separate license agreement.
Direct Affiliate Licenses. Whenever Schering shall reasonably demonstrate to Sepracor that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Sepracor and such 20 26 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS Affiliate, Sepracor will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, provided that Schering guarantees the Affiliate's obligations thereunder.
Direct Affiliate Licenses. Whenever Schering shall reasonably ------------------------- demonstrate to Myriad that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Myriad and such Affiliate, Myriad shall grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, provided that Schering guarantees the Affiliate's obligations thereunder.
Direct Affiliate Licenses. Whenever Teijin shall reasonably demonstrate to CombiChem that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between CombiChem and such Affiliate, CombiChem will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, and Teijin shall guarantee the Affiliate's obligations thereunder and otherwise provide to CombiChem assurances of performance satisfactory to CombiChem. Teijin shall reimburse CombiChem for its reasonable attorneys' fees and costs incurred in connection with any such separate license agreement.
Direct Affiliate Licenses. Whenever BB shall reasonably demonstrate to ImmunoGen that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between ImmunoGen and such Affiliate, ImmunoGen will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof, provided that BB guarantees the Affiliate's obligations thereunder.
