Common use of Effect on Sublicenses Clause in Contracts

Effect on Sublicenses. In the event that the License granted to LICENSEE under this Agreement is terminated, any sublicense under such License granted prior to termination of said License shall remain in full force and effect, provided that: (a) the Sublicensee is not then in breach of its sublicense agreement; (b) the Sublicensee agrees to be bound to LICENSOR as the licensor under the terms and conditions of this Agreement, as modified by the provisions of this Section 9.4; (c) LICENSOR shall have the right to receive any payments payable to LICENSEE under such sublicense agreement to the extent that they are reasonably and equitably attributable to such Sublicensee’s right under such sublicense to use and exploit Patent Rights in the Licensed Patents and other rights granted in the License; (d) the Sublicensee agrees to be bound by the development and commercialization obligations of LICENSEE pursuant to Article 3 (whether set by the parties or by arbitration) in the field and territory of the sublicense; (e) LICENSOR has the right to terminate such sublicense upon thirty (30) days prior written notice to LICENSEE and such Sublicensee in the event of any material breach of the obligation to make the payments described in clause (c) of this Section 9.3, unless such breach is cured prior to the expiration of such thirty (30) day period, and shall further have the right to terminate such sublicense in the event of Sublicensee’s failure to meet its development obligations pursuant to clause (d) hereof; and (f) LICENSOR shall not assume, and shall not be responsible to each Sublicensee for, any representations, warranties or obligations of LICENSEE to such Sublicensee, other than to permit such Sublicensee to exercise any rights to the Patent Rights in the Licensed Patents and other rights under the License that are granted under such sublicense agreement consistent with the terms of this Agreement.

Effect on Sublicenses. In the event that the License granted to LICENSEE under this Agreement is terminatedterminated or expires for any reason, and if Licensee requests that any sublicense under given sublicense(s) survive such License granted prior termination (each, a “Surviving Sublicense”), such Surviving Sublicense(s) shall be considered a direct license from Licensor to termination of said License shall remain in full force and effectsuch surviving Sublicensee, provided that: unless such Sublicensee is (a) the Sublicensee is not then in breach an Affiliate of its sublicense agreement; Licensee, (b) in material default of any provision of the Sublicensee agrees to be bound to LICENSOR as the licensor under the terms and conditions of this Agreementapplicable sublicense, as modified by the provisions of this Section 9.4; or (c) LICENSOR shall have the right to receive any payments payable to LICENSEE under such sublicense agreement to the extent that they are reasonably and equitably attributable basis for termination of this Agreement is due to such Sublicensee’s right under actions or inactions ((a)-(c), an “Ineligible Sublicensee”); provided that such sublicense to use and exploit Patent Rights in the Licensed Patents and other rights granted in the License; (d) the Sublicensee agrees in writing that (i) Licensor is entitled to be bound by the development and commercialization obligations of LICENSEE pursuant to Article 3 (whether set by the parties or by arbitration) in the field and territory of the sublicense; (e) LICENSOR has the right to terminate enforce all relevant provisions directly against such sublicense upon thirty (30) days prior written notice to LICENSEE and such Sublicensee in the event of any material breach of the obligation to make the payments described in clause (c) of this Section 9.3, unless such breach is cured prior to the expiration of such thirty (30) day periodSublicensee, and shall further have the right to terminate such sublicense in the event of Sublicensee’s failure to meet its development obligations pursuant to clause (dii) hereof; and (f) LICENSOR Licensor shall not assume, and shall not be responsible to each such Sublicensee for, any representations, warranties or obligations of LICENSEE Licensee to such Sublicensee, other than to permit such Sublicensee to exercise any rights to the Patent Rights in the Licensed Patents and other rights under or Licensed Know-How sublicensed to such Sublicensee by Licensee, to the License that are granted under such sublicense agreement extent consistent with the terms of this Agreement. For clarity, in the event that this Agreement expires (but for clarity, not in the event that this Agreement is terminated for any reason), any Sublicense Fees (mutatis mutandis) received by Licensor pursuant to the Surviving Sublicenses should be treated as Sublicense Fees under this Agreement and shared between Licensee and Licensor in accordance with Section 5.1.

Effect on Sublicenses. In the event that the License granted to LICENSEE Licensee under this Agreement is terminated, any sublicense under such License granted prior to termination of said License shall remain in full force and effect, provided that: (a) the Sublicensee is not then in breach of its sublicense agreement; (b) the Sublicensee agrees to be bound to LICENSOR Licensor as the licensor under the terms and conditions of this Agreement, as modified by the provisions of this Section 9.4; (c) LICENSOR Licensor shall have the right to receive any payments payable to LICENSEE Licensee under such sublicense agreement to the extent that they are reasonably and equitably attributable to such Sublicensee’s right under such sublicense to use and exploit Patent Rights in the Licensed Patents and other rights granted in the License; (d) the Sublicensee agrees to be bound by the development and commercialization obligations of LICENSEE Licensee pursuant to Article 3 (whether set by the parties or by arbitration) in the field and territory of the sublicense; (e) LICENSOR Licensor has the right to terminate such sublicense upon thirty (30) days prior written notice to LICENSEE Licensee and such Sublicensee in the event of any material breach of the obligation to make the payments described in clause (c) of this Section 9.39.4, unless such breach is cured prior to the expiration of such thirty (30) day period, and shall further have the right to terminate such sublicense in the event of Sublicensee’s failure to meet its development obligations pursuant to clause (d) hereof; and (f) LICENSOR Licensor shall not assume, and shall not be responsible to each Sublicensee for, any representations, warranties or obligations of LICENSEE Licensee to such Sublicensee, other than to permit such Sublicensee to exercise any rights to the Patent Rights in the Licensed Patents and other rights under the License that are granted under such sublicense agreement consistent with the terms of this Agreement.