Common use of Effect of Termination on Sublicenses Clause in Contracts

Effect of Termination on Sublicenses. In the event of a termination of this Agreement pursuant to Section 10 while a Sublicense granted under Section 2.5 is in effect, the terms of this Section 2.5.4 shall apply, provided that the Sublicensee is not in default under the applicable Sublicense and such Sublicensee certifies in writing to the non-terminating Party that (x) it is not in default under the applicable Sublicense, (y) such Sublicensee agrees to be bound by the terms of this Agreement applicable to the Sublicensor and (y) such Sublicensee agrees to the following additional terms: (a) All of the Sublicensee’s obligations under the Sublicense shall remain in effect as obligations to the non-terminating Party and shall be enforceable solely by such Party as a third party beneficiary. The Sublicensee’s rights under the Sublicense that do not exceed, and are not inconsistent with, the Sublicensor’s rights under this Agreement, whether in scope, duration, nature or otherwise, shall survive termination of the Sublicense. (b) All of the Sublicensor’s rights under the Sublicense shall remain in effect, may be exercised solely by the non-terminating Party as a third party beneficiary and shall inure to the exclusive benefit of the non-terminating Party. All obligations of the Sublicensor under the Sublicense that exceed or are not consistent with the Sublicensor’s obligations under this Agreement, whether in scope, duration, or otherwise, shall terminate.

Appears in 4 contracts

Samples: License and Collaboration Agreement (Hutchison China MediTech LTD), License and Collaboration Agreement (Hutchison China MediTech LTD), License and Collaboration Agreement (Hutchison China MediTech LTD)

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Effect of Termination on Sublicenses. In the event of a termination of this Agreement pursuant to Section 10 while a Sublicense granted under Section 2.5 is in effect, the terms of this Section 2.5.4 shall apply, provided that the Sublicensee is not in default under the applicable Sublicense and such Sublicensee certifies in writing to the non-terminating Party that (x) it is not in default under the applicable Sublicense, (y) such Sublicensee agrees to be bound by the ​ ​ terms of this Agreement applicable to the Sublicensor and (y) such Sublicensee agrees to the following additional terms: (a) All of the Sublicensee’s obligations under the Sublicense shall remain in effect as obligations to the non-terminating Party and shall be enforceable solely by such Party as a third party beneficiary. The Sublicensee’s rights under the Sublicense that do not exceed, and are not inconsistent with, the Sublicensor’s rights under this Agreement, whether in scope, duration, nature or otherwise, shall survive termination of the Sublicense.. ​ (b) All of the Sublicensor’s rights under the Sublicense shall remain in effect, may be exercised solely by the non-terminating Party as a third party beneficiary and shall inure to the exclusive benefit of the non-terminating Party. All obligations of the Sublicensor under the Sublicense that exceed or are not consistent with the Sublicensor’s ’ s obligations under this Agreement, whether in scope, duration, or otherwise, shall terminate.. ​

Appears in 1 contract

Samples: License and Collaboration Agreement (Hutchison China MediTech LTD)

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