Exclusive Services Executive shall at all times faithfully, industriously and to the best of his or her ability, experience and talent perform to the satisfaction of the Board and the CEO all of the duties that may be assigned to Executive hereunder and shall devote substantially all of his or her productive time and efforts to the performance of such duties. Subject to the terms of the Employee Confidentiality and Invention Assignment Agreement referred to in Section 5(b), this shall not preclude Executive from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with his or her duties to the Company, as determined in good faith by the CEO. Executive agrees that he or she will not join any boards, other than community and civic boards (which do not interfere with his or her duties to the Company), without the prior approval of the CEO.
Licensee Licensee represents and warrants that:
Sublicensees Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1.1 and Section 2.2.2 to (i) any Affiliate or Third Party outside of the United States, without the prior written consent of Licensor, (ii) a Qualified Sublicensee [*CONFIDENTIAL*], without the prior written consent of Licensor, and (iii) any other Third Parties [*CONFIDENTIAL*], with Licensor’s prior written consent, not to be unreasonably withheld or delayed (each of (i) through (iii), a “Sublicensee”), which sublicenses may include the right of such Sublicensees to grant further sublicenses on terms consistent with this Section 2.3.2 (and any such sub-sublicensees, regardless of the number of tiers, shall be a “Sublicensee”). Each sublicense granted by Licensee or its Sublicensees shall be consistent with the terms and conditions of this Agreement. Licensee shall provide Licensor notice of each sublicense promptly after the execution, and prior to any public disclosure, thereof identifying the Sublicensee, the countries involved and whether such Sublicensee is being granted the right(s) to Develop, Manufacture and/or Commercialize the Compound and/or Product. Licensee shall remain responsible for the performance or non-performance of all of its obligations under this Agreement by any Sublicensees as if such actions or inactions were being taken, or omitted, directly by Licensee and, accordingly, Licensee shall have such cure rights, if any, as are provided to Licensee hereunder in connection with any such actions or inactions as may constitute a breach of this Agreement. Without limiting Licensee’s obligations under this Agreement, Licensee shall enforce the terms of each relevant sublicense agreement as Licensee will deem appropriate in the best interest of the Product. Licensee hereby expressly waives any requirement that Licensor exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. For the avoidance of doubt, and notwithstanding the grant of any sublicense A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. with respect to any one or more countries, Licensee will remain directly responsible for all amounts owed to Licensor under this Agreement.