Common use of Effect on Sublicenses Clause in Contracts

Effect on Sublicenses. Upon termination of this Agreement, for any reason, Bayer shall promptly notify its Sublicensees of such termination. Upon notice by Recursion of its intent to terminate (or, if notice is not required, upon termination) this Agreement, Bayer shall no longer have the authority to grant further sublicenses. With respect to any rights previously granted by Bayer under any Sublicense hereunder any Sublicensee, so long as they are not in default under such Sublicense, may elect to continue its Sublicense provided that (i) the Sublicense will be modified as reasonably necessary to accommodate the functional and structural differences between Recursion and Bayer; (ii) Recursion is bound only to the extent under terms no less economically favorable to Recursion than existed when this Agreement and the Sublicense were in effect; and (iii) in no event will Recursion be obligated in any manner that it was not to Bayer hereunder and that the terms of such license agreement will not impose any representations, warranties, expenses or liabilities on Recursion that are not included in this Agreement. Sublicensee will notify Recursion in writing, within [***] days after the Sublicensee’s receipt of notice of such termination, of its election, and of its agreement to assume in respect to Recursion all the obligations (including obligations for payment) contained in the Sublicense with Bayer and all the obligations in this Agreement. For the avoidance of doubt, in the event that Bayer retains under this Agreement or the Collaboration Agreement after termination of this Agreement any rights to grant sublicenses, such rights remain unimpaired.

Effect on Sublicenses. Upon termination of this Agreement, Agreement for any reason, Bayer Neumora shall promptly notify its Sublicensees of such termination. Upon notice by Recursion Vanderbilt of its intent to terminate (or, if notice is not required, upon termination) this Agreement, Bayer Neumora shall no longer have the authority to grant further sublicensesSublicenses. With respect to any Any rights previously granted by Bayer Xxxxxxx under any Sublicense hereunder any Sublicenseewill be automatically revoked [***] following the effective date of termination of this Agreement. Notwithstanding anything to the contrary in the foregoing, so long as they are if a Sublicensee is not in default under such Sublicense, may elect to continue its Sublicense provided that (i) the Sublicense will be and if the Sublicense is in conformity with this Agreement, such Sublicensee shall have the right, at its election, to become a direct licensee of Vanderbilt under the Licensed Intellectual Property on the same terms and conditions (including financial terms) of this Agreement (with license terms relating to the field and territory modified as reasonably necessary to accommodate be consistent with the functional and structural differences between Recursion and Bayer; (ii) Recursion is bound only rights sublicensed to such Sublicensee by Neumora). Notwithstanding the extent foregoing, under no circumstances shall Vanderbilt be obligated to accept terms no in such direct license with the Sublicensee that are economically less economically favorable to Recursion Vanderbilt than existed when set forth in this Agreement and the Sublicense were in effect; and (iii) in no event will Recursion shall Vanderbilt be obligated in any manner that it was not to Bayer Neumora hereunder and that the terms of such license agreement will shall not impose any representations, warranties, expenses or liabilities on Recursion Vanderbilt that are not included in this Agreement. If any Sublicensee will desires to enter into such a license agreement, it shall be wholly the responsibility of that Sublicensee to notify Recursion in writing, Vanderbilt of such desire within [***] days after the Sublicensee’s receipt effective date of notice of such termination, of its election, and of its agreement to assume in respect to Recursion all the obligations (including obligations for payment) contained in the Sublicense with Bayer and all the obligations in this Agreement. For the avoidance of doubt, in the event that Bayer retains under this Agreement or the Collaboration Agreement after termination of this Agreement any rights to grant sublicenses, such rights remain unimpairedAgreement.