Common use of Direct Licenses to Affiliates Clause in Contracts

Direct Licenses to Affiliates. Wyeth may at any time request and authorize Trubion to grant licenses within the scope of Section 2.1 directly to Affiliates of Wyeth by giving written notice designating to which Affiliate a direct license is to be granted. Upon receipt of any such notice, Trubion shall enter into and sign a separate direct license agreement with such designated Affiliate of Wyeth. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by the laws and regulations in the country in which the direct license will be exercised; provided, however, that Trubion shall have no obligation to enter into any such direct license agreement if the effect of entering into such agreement (and continuing as a Party to this Agreement) would be to increase the level of obligations owed by Trubion, decrease the obligations owed to Trubion or the enforceability thereof, or decrease the consideration owed to Trubion relative to the obligations owed by or to, or the consideration owed to, Trubion under this Agreement, had such direct license(s) not been granted. In countries where the validity of such direct license agreement requires prior government approval or registration, such direct license agreement shall not become binding between the parties thereto until such approval or registration is granted, which approval or registration shall be obtained by Wyeth. All costs of making such direct license agreement(s), including Trubion's reasonable attorneys' fees, under this Section 2.5 shall be borne solely by Wyeth.

Direct Licenses to Affiliates. Wyeth may at any time request and authorize Trubion to grant licenses within the scope of Section 2.1 directly to Affiliates of Wyeth by giving written notice designating to which Affiliate a direct license is to be granted. Upon receipt of any such notice, Trubion shall enter into and sign a separate direct license agreement with such designated Affiliate of Wyeth. All such direct license agreements shall be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by the laws and regulations in the country in which the direct license will be exercised; provided, however, that Trubion shall have no obligation to enter into any such direct license agreement if the effect of entering into such agreement (and continuing as a Party to this Agreement) would be to increase the level of obligations owed by Trubion, decrease the obligations owed to Trubion or the enforceability thereof, or decrease the consideration owed to Trubion relative to the obligations owed by or to, or the consideration owed to, Trubion under this Agreement, had such direct license(s) not been granted. In countries where the validity of such direct license agreement requires prior government approval or registration, such direct license agreement shall not become binding between the parties thereto until such approval or registration is granted, which approval or registration shall be obtained by Wyeth. All costs of making such direct license agreement(s), including Trubion's ’s reasonable attorneys' ’ fees, under this Section 2.5 shall be borne solely by Wyeth.

Direct Licenses to Affiliates. Wyeth may at any time request and authorize Trubion Pharmacopeia to grant licenses within the scope of Section 2.1 directly to Affiliates of Wyeth by giving written notice designating to which Affiliate whom a direct license is to be granted. Upon receipt of any such notice, Trubion shall Pharmacopeia will enter into and sign a separate direct license agreement with such designated Affiliate of WyethWyeth and will enter into and sign an amendment to this Agreement as may be necessary to reflect entry into such direct license. All such direct license agreements shall will be consistent with the terms and conditions of this Agreement, except for such modifications as may be required by the laws and regulations in the country in which the direct license will be exercised; provided, however, that Trubion shall Pharmacopeia will have no obligation to enter into any such direct license agreement if the effect of entering into such agreement (and continuing as a Party party to this Agreement) would be to increase the level of obligations owed by Trubion, decrease the obligations owed to Trubion or the enforceability thereofPharmacopeia, or decrease the consideration owed to Trubion Pharmacopeia, relative to the obligations owed by or to, or the consideration owed to, Trubion to Pharmacopeia under this Agreement, had such direct license(s) not been granted. In countries where the validity of such the direct license agreement requires prior government approval or registration, such direct license agreement shall will not become binding between the parties thereto until such approval or registration is granted, which approval or registration shall will be obtained by Wyeth. All costs of making such a direct license agreement(s)license, including Trubion's Pharmacopeia’s reasonable attorneys' attorneys fees, under this Section 2.5 shall will be borne solely by Wyeth.