Common use of Effect of Termination on Sublicenses Clause in Contracts

Effect of Termination on Sublicenses. Any sublicenses granted by COMPANY under this AGREEMENT shall provide for termination, or assignment to HOSPITAL of COMPANY’s interest therein, consistent with the terms and conditions set forth in this Section 10.6, upon termination of this AGREEMENT or upon termination of any license hereunder under which such sublicense has been granted. In the event of termination of this AGREEMENT or any of the licenses hereunder, if a sublicense agreement is consistent with this AGREEMENT, HOSPITAL shall, within thirty (30) days after such termination, notify each SUBLICENSEE of HOSPITAL’s intent to accept direct assignment of such sublicense agreement and accept such Xxxxxxx-MGH License Agreement, Execution Version assignment. In the event of termination of this AGREEMENT or any of the licenses hereunder, if HOSPITAL determines that a sublicense agreement is not consistent with this AGREEMENT, HOSPITAL shall terminate such sublicense agreement and HOSPITAL shall grant a direct license to each SUBLICENSEE effective as of the date of termination of this AGREEMENT provided that (i) SUBLICENSEE is not in default under its sublicense agreement, at the time of the termination of this AGREEMENT, and (ii) within thirty (30) days after the termination of this AGREEMENT, HOSPITAL notifies the SUBLICENSEE in writing that it has reasonably determined that the sublicense agreement is not consistent with this AGREEMENT. HOSPITAL shall negotiate with SUBLICENSEE in good faith the direct license from HOSPITAL to SUBLICENSEE under the PATENT RIGHTS and TECHNOLOGICAL INFORMATION (or the subset of the PATENT RIGHTS and TECHNOLOGICAL INFORMATION that was sublicensed to the SUBLICENSEE) in the sublicensed field, and such direct license shall otherwise be on the terms and conditions of the sublicense agreement between COMPANY and SUBLICENSEE to the extent that such terms are consistent with this AGREEMENT, provided however that if the economic terms in such sublicense agreement are less than the economic terms in this AGREEMENT, HOSPITAL shall not be obligated to grant a direct license unless the SUBLICENSEE agrees that the economic terms in the direct license agreement between the HOSPITAL and SUBLICENSEE shall be amended so that such terms are no less than what HOSPITAL would have received from COMPANY as a result of the sublicense from COMPANY to SUBLICENSEE and SUBLICENSEE’s performance thereunder had this AGREEMENT between HOSPITAL and COMPANY survived.

Effect of Termination on Sublicenses. Any sublicenses granted wanted by COMPANY under this AGREEMENT shall provide for termination, or assignment to HOSPITAL of COMPANY’s interest therein, consistent with the terms and conditions set forth in this Section 10.6, upon termination of this AGREEMENT or upon termination of any license hereunder under which such sublicense has been granted. In the event of termination of this AGREEMENT or any of the licenses hereunder, if a sublicense agreement is consistent with this AGREEMENT, HOSPITAL shall, within thirty (30) days after such termination, notify each SUBLICENSEE of HOSPITAL’s intent to accept direct assignment of such sublicense agreement and accept such Xxxxxxx-MGH License Agreement, Execution Version assignment. In the event of termination of this AGREEMENT or any of the licenses hereunder, if HOSPITAL determines that a sublicense agreement is not consistent with this AGREEMENT, HOSPITAL shall terminate such sublicense agreement and HOSPITAL shall grant a direct license to each SUBLICENSEE effective as of the date of termination of this AGREEMENT provided that (i1) SUBLICENSEE is not in default under its sublicense agreement, at the time of the termination of this AGREEMENT, and (ii) within thirty (30) days after the termination of this AGREEMENT, HOSPITAL notifies the SUBLICENSEE in writing that it has reasonably determined that the sublicense agreement is not consistent with this AGREEMENT. HOSPITAL shall negotiate with SUBLICENSEE in good faith the direct license from HOSPITAL to SUBLICENSEE under the PATENT RIGHTS and TECHNOLOGICAL INFORMATION (or the subset of the PATENT RIGHTS and TECHNOLOGICAL INFORMATION that was sublicensed to the SUBLICENSEESUB LICENSEE) in the sublicensed field, and such direct license shall otherwise be on the terms and conditions of the sublicense agreement between COMPANY and SUBLICENSEE to the extent that such terms are consistent with this AGREEMENT, provided however that if the economic terms in such sublicense agreement are less than the economic terms in this AGREEMENT, HOSPITAL shall not be obligated to grant a direct license unless the SUBLICENSEE agrees that the economic terms in the direct license agreement between the HOSPITAL and SUBLICENSEE shall be amended so that such terms are no less than what HOSPITAL would have received from COMPANY as a result of the sublicense from COMPANY to SUBLICENSEE and SUBLICENSEE’s performance thereunder had this AGREEMENT between HOSPITAL and COMPANY survived.

Effect of Termination on Sublicenses. Any sublicenses granted by COMPANY under (a) If this AGREEMENT shall provide Agreement terminates for terminationany reason, or assignment to HOSPITAL any Sublicensee of COMPANY’s interest thereinBiogen will, consistent with from the terms and conditions set forth in this Section 10.6, upon termination effective date of this AGREEMENT or upon termination of any license hereunder under which such sublicense has been granted. In the event of termination of this AGREEMENT or any of the licenses hereunder, if a sublicense agreement is consistent with this AGREEMENT, HOSPITAL shall, within thirty (30) days after such termination, notify each SUBLICENSEE of HOSPITAL’s intent to accept direct assignment of such sublicense agreement and accept such Xxxxxxx-MGH License Agreement, Execution Version assignment. In the event of termination of this AGREEMENT or any of the licenses hereunder, if HOSPITAL determines that a sublicense agreement is not consistent with this AGREEMENT, HOSPITAL shall terminate such sublicense agreement and HOSPITAL shall grant automatically become a direct license licensee of Ionis with respect to each SUBLICENSEE effective the rights sublicensed to the Sublicensee by Biogen; so long as of the date of termination of this AGREEMENT provided that (i) SUBLICENSEE such Sublicensee is not in default under breach of its sublicense agreement, at the time (ii) such Sublicensee agrees in writing to comply with all of the termination terms of this AGREEMENTAgreement to the extent applicable to the rights originally sublicensed to it by Biogen, and (iiiii) within thirty such Sublicensee agrees to pay directly to Ionis such Sublicensee’s payments under this Agreement to the extent applicable to the rights sublicensed to it by Biogen. Biogen agrees that it will confirm clause (30i) days after of the termination of this AGREEMENT, HOSPITAL notifies the SUBLICENSEE foregoing in writing that it has reasonably determined that at the sublicense agreement is not consistent request and for the benefit of Ionis and if requested, the Sublicensee. (b) If this Agreement terminates for any reason, any Sublicensee of Biogen under Section 4.3.2 and any Sublicensee of Ionis under Section 4.5.2 will, from the effective date of such termination, automatically become a direct licensee with this AGREEMENT. HOSPITAL shall negotiate with SUBLICENSEE in good faith respect to the direct license from HOSPITAL to SUBLICENSEE under the PATENT RIGHTS and TECHNOLOGICAL INFORMATION (or the subset of the PATENT RIGHTS and TECHNOLOGICAL INFORMATION that was rights sublicensed to the SUBLICENSEESublicensee by the applicable Party hereunder; so long as (i) such Sublicensee is not in the sublicensed fieldbreach of its sublicense agreement, and (ii) such direct license shall otherwise be on Sublicensee agrees in writing to comply with all of the terms and conditions of the sublicense agreement between COMPANY and SUBLICENSEE this Agreement to the extent that applicable to the rights originally sublicensed to such terms are consistent Sublicensee, and (iii) with this AGREEMENTrespect to Sublicensees of Ionis, provided however that if such Sublicensee agrees to pay directly to Biogen such Sublicensee’s payments under Section 4.4.2 to the economic terms in such sublicense agreement are less than extent applicable to the economic terms in this AGREEMENT, HOSPITAL shall not be obligated rights sublicensed to grant a direct license unless the SUBLICENSEE it by Ionis. Each Party agrees that the economic terms in the direct license agreement between the HOSPITAL and SUBLICENSEE shall be amended so that such terms are no less than what HOSPITAL would have received from COMPANY as a result it will confirm clause (i) of the sublicense from COMPANY to SUBLICENSEE foregoing in writing at the request and SUBLICENSEE’s performance thereunder had this AGREEMENT between HOSPITAL for the benefit of the other Party and COMPANY survivedif requested, the Sublicensee.

Effect of Termination on Sublicenses. Any sublicenses granted by COMPANY under this AGREEMENT shall provide for termination, or assignment to HOSPITAL of COMPANY’s interest therein, consistent with Upon the terms and conditions set forth in this Section 10.6, upon termination of this AGREEMENT or upon termination of any license hereunder under which such sublicense has been granted. In the event of termination of this AGREEMENT or any of the licenses hereunder, if a sublicense agreement is consistent with this AGREEMENT, HOSPITAL shall, within thirty (30) days after such termination, notify each SUBLICENSEE of HOSPITAL’s intent to accept direct assignment of such sublicense agreement and accept such Xxxxxxx-MGH License Agreement, Execution Version assignment. In any and all sublicenses granted pursuant to Section 2.1 to a Sublicensee that has operations directed to the event research and development of termination of this AGREEMENT or any of pharmaceutical drug products that are at least equal to Company’s operations in scope and quality shall remain in effect and be assigned on substantially the licenses hereunder, if HOSPITAL determines that a sublicense agreement is not consistent same terms with this AGREEMENT, HOSPITAL shall terminate such sublicense agreement and HOSPITAL shall grant a direct license Hospital deemed for all purposes to each SUBLICENSEE effective as of be the date of termination of this AGREEMENT licensor thereunder provided that (i) SUBLICENSEE Sublicensee is not in default good standing under its sublicense agreement, agreement at the time of the termination of this AGREEMENT, and termination; (ii) within thirty (30) days after the termination sublicense is consistent with the terms of this AGREEMENTAgreement; (iii) Hospital shall have no obligations under such sublicenses other than to preserve the effectiveness, HOSPITAL notifies scope, and validity of the SUBLICENSEE in writing that it has reasonably determined that the sublicense agreement is not consistent with this AGREEMENT. HOSPITAL shall negotiate with SUBLICENSEE in good faith the direct license from HOSPITAL to SUBLICENSEE licenses granted therein under the PATENT RIGHTS Patent Rights and TECHNOLOGICAL INFORMATION Technological Information; (iv) the relevant sublicense(s), when taken together, provide Hospital with similar or greater benefits than this Agreement, including without limitation, with respect to reimbursement of patent costs; (v) Hospital and MIT shall not assume any obligation of Company to such Sublicensee pursuant to any representation, warranty or indemnification provision; (vi) MIT shall have no obligations under such sublicenses; and (vii) further provided that such Sublicensee enters into an agreement directly with Hospital to effectuate such assignment. Hospital shall be entitled to all payments due Company and Hospital (but excluding any duplicate payments) from each Sublicensee under any such sublicense in accordance with the subset terms of the PATENT RIGHTS and TECHNOLOGICAL INFORMATION that was sublicensed to the SUBLICENSEE) in the sublicensed field, such sublicense; and such direct license shall otherwise be on the terms and conditions of the sublicense agreement between COMPANY and SUBLICENSEE to the extent that such terms are consistent with this AGREEMENT, provided however that if the economic terms in such sublicense agreement are less than the economic terms in this AGREEMENT, HOSPITAL shall not be obligated to grant a direct license unless the SUBLICENSEE agrees that the economic terms in the direct license agreement between the HOSPITAL and SUBLICENSEE shall be amended so that such terms are no less than what HOSPITAL would have received from COMPANY as a result of the sublicense from COMPANY deemed assigned to SUBLICENSEE and SUBLICENSEE’s performance thereunder had this AGREEMENT between HOSPITAL and COMPANY survivedHospital if necessary to ensure continued payments. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTION 240.24b-2. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Effect of Termination on Sublicenses. Any sublicenses Upon termination of this Agreement pursuant to Section 7.3 or 7.4 above, each sublicense granted by COMPANY under this AGREEMENT Agreement shall provide remain in effect, but subject to further action of the parties as specified in this Paragraph. If the agreement granting the sublicense pertains only to the Patent Rights and the Technical Information, then LICENSEE shall assign the sublicense to ARIZONA for terminationthe exclusive benefit of the ARIZONA, or subject to any required written consent of the SUBLICENSEE to any such assignment and subject to HOSPITAL the written consent of COMPANY’s interest thereinARIZONA, which will be granted so long as the agreement to be assigned at the time of assignment is consistent with this Agreement (including without limitation sections 6.8, and 14.7 through 14.11), imposes obligations on SUBLICENSEE that are substantially similar to the terms and conditions obligations of LICENSEE as set forth in this Section 10.6Agreement, upon and does not contain provisions that the ARIZONA is prohibited by law or ABOR policy from agreeing to. If the agreement granting the sublicense under this Agreement also grants rights and licenses with respect to intellectual property in addition to the Patent Rights and Technical Information (a “Blended IP Agreement”), then LICENSEE shall continue to be a party to the Blended IP Agreement and to administer it and be liable to ARIZONA under its terms, but shall pay and assign over to ARIZONA a portion of any consideration received under the Blended IP Agreement that reflects the degree in which the Patent Rights and Technical Information are utilized by the SUBLICENSEE in commercialization of products under the Blended IP Agreement (the “University Portion”). LICENSEE shall exercise its reasonable commercial efforts to cause the SUBLICENSEE under the Blended IP Agreement to make reports regarding and payments of the University Portion directly to ARIZONA and/or to negotiate directly with ARIZONA a separate agreement that covers the Patent Rights and Technical Information, and that terminates the rights and obligations under the Blended IP Agreement pertaining to the Patent Rights and Technical Information. Promptly after termination of this AGREEMENT Agreement, LICENSEE and ARIZONA will convene a meeting to determine the University Portion and LICENSEE must provide to ARIZONA, under appropriate confidentiality obligations, any underlying information in LICENSEE’s possession or control that reasonably relates to that determination. If the parties are unable to agree upon termination of any license hereunder under which such sublicense has been granted. In the event of termination of this AGREEMENT University Portion on or any of before the licenses hereunder, if a sublicense agreement is consistent with this AGREEMENT, HOSPITAL shall, within thirty (30) date ninety days after such termination, notify each SUBLICENSEE of HOSPITAL’s intent to accept direct assignment of such sublicense agreement and accept such Xxxxxxx-MGH License Agreement, Execution Version assignment. In the event of termination of this AGREEMENT or any of the licenses hereunder, if HOSPITAL determines that a sublicense agreement is not consistent with this AGREEMENT, HOSPITAL shall terminate such sublicense agreement and HOSPITAL shall grant a direct license to each SUBLICENSEE effective as of the date of termination of this AGREEMENT provided that (i) SUBLICENSEE is not Agreement, then either party may submit the matter to arbitration in default accordance with the dispute resolution procedures set forth in Paragraph 14.10. Any rights or licenses granted under its sublicense agreementthe Blended IP Agreement with respect to LICENSEE’s intellectual property rights shall be unaffected notwithstanding the provisions of this Paragraph. If, at the time of the in any event, upon termination of this AGREEMENTAgreement pursuant to Sections 7.3 or 7.4, and (ii) within thirty (30) days after the termination of this AGREEMENT, HOSPITAL notifies the SUBLICENSEE in writing that it has reasonably determined that the a particular sublicense agreement is not consistent with either assigned to ARIZONA or the payments are assigned to ARIZONA, in either case as specifically set forth above, within ninety (90) date after the effective date of termination of this AGREEMENT. HOSPITAL shall Agreement, then the applicable sublicense will terminate upon termination of this Agreement and ARIZONA agrees to negotiate with SUBLICENSEE in good faith for a new license directly with the direct license from HOSPITAL to SUBLICENSEE under the PATENT RIGHTS and TECHNOLOGICAL INFORMATION (or the subset of the PATENT RIGHTS and TECHNOLOGICAL INFORMATION that was sublicensed to the applicable SUBLICENSEE) in the sublicensed field, and such direct license shall otherwise be on the terms and conditions of the sublicense agreement between COMPANY and SUBLICENSEE to the extent that such terms are consistent with this AGREEMENT, provided however that if the economic terms in such sublicense agreement are less than the economic terms in this AGREEMENT, HOSPITAL shall not be obligated to grant a direct license unless the SUBLICENSEE agrees that the economic terms in the direct license agreement between the HOSPITAL and SUBLICENSEE shall be amended so that such terms are no less than what HOSPITAL would have received from COMPANY as a result of the sublicense from COMPANY to SUBLICENSEE and SUBLICENSEE’s performance thereunder had this AGREEMENT between HOSPITAL and COMPANY survived.

Effect of Termination on Sublicenses. Any sublicenses granted by COMPANY under this AGREEMENT shall provide for termination, or assignment to HOSPITAL of COMPANY’s interest therein, consistent with the terms and conditions set forth in this Section 10.69.6, upon termination of this AGREEMENT or upon termination of any license hereunder under which such sublicense has been granted. In the event of termination of this AGREEMENT or any of the licenses hereunder, if a sublicense agreement is consistent with this AGREEMENT, HOSPITAL shall, within thirty (30) days after such termination, notify each SUBLICENSEE of HOSPITAL’s intent to accept direct assignment of such sublicense agreement and accept such Xxxxxxx-MGH License Agreement, Execution Version assignment. In the event of termination of this AGREEMENT or any of the licenses hereunder, if HOSPITAL determines that a sublicense agreement is not consistent with this AGREEMENT, HOSPITAL shall terminate such sublicense agreement and HOSPITAL shall grant a direct license to each SUBLICENSEE effective as of the date of termination of this AGREEMENT provided that (i) SUBLICENSEE is not in default under its sublicense agreement, at the time of the termination of this AGREEMENT, and (ii) within thirty (30) days after the termination of this AGREEMENT, HOSPITAL notifies the SUBLICENSEE in writing that it has reasonably determined that the sublicense agreement is not consistent with this AGREEMENT. HOSPITAL shall negotiate with SUBLICENSEE in good faith the direct license from HOSPITAL to SUBLICENSEE under the PATENT RIGHTS and TECHNOLOGICAL INFORMATION (or the subset of the PATENT RIGHTS and TECHNOLOGICAL INFORMATION that was sublicensed to the SUBLICENSEE) in the sublicensed field, and such direct license shall otherwise be on the terms and conditions of the sublicense agreement between COMPANY and SUBLICENSEE to the extent that such terms are consistent with this AGREEMENT, provided however that if the economic terms in such sublicense agreement are less than the economic terms in this AGREEMENT, HOSPITAL shall not be obligated to grant a direct license unless the SUBLICENSEE agrees that the economic terms in the direct license agreement between the HOSPITAL and SUBLICENSEE shall be amended so that such terms are no less than what HOSPITAL would have received from COMPANY as a result of the sublicense from COMPANY to SUBLICENSEE and SUBLICENSEE’s performance thereunder had this AGREEMENT between HOSPITAL and COMPANY survived.