Common use of Full Sublicense Clause in Contracts

Full Sublicense. Following the PIRS CoDev Option Exercise Effective Date and subject to Section 9.1 and Section 9.2.3, PIRS may enter into a Full Sublicense Agreement with a Qualified Sublicensee, provided that PIRS shall include in such Full Sublicense Agreement (i) the obligation of the PIRS Partner to [***] share with SGEN all Shared Costs and Profits and Losses associated with the applicable CoDev Product on and after the effective date of the Full Sublicense Agreement, and (ii) the right of the PIRS Partner to replace the PIRS representatives on all Committees for such CoDev Product with its own representatives upon written notice to SGEN. Furthermore, the PIRS Partner shall expressly assume all of the obligations (including diligence) and liabilities of PIRS applicable to the further Research, Development, Manufacture, and Commercialization of such CoDev Product. Following such assumption, PIRS and SGEN shall no longer be responsible or liable to each other for any of their respective obligations (including diligence) and liabilities applicable to the further Research, Development, Manufacture, and Commercialization of such CoDev Product (including, without limitation, that SGEN shall no longer have any governance or reporting obligations to PIRS with respect to the applicable CoDev Product). As a condition to entering into a Full Sublicense hereunder, PIRS shall require the PIRS Partner, within [***] days of the date of execution of such Full Sublicense Agreement, to enter into a direct agreement with SGEN, acknowledging the respective rights, obligations and liabilities of the PIRS Partner and SGEN with respect to such CoDev Product, and providing for the transition of any PIRS CoDev Product related activities and governance from PIRS to the PIRS Partner. PIRS shall have no obligation to share with SGEN any [***] received from such PIRS Partner under such Full Sublicense Agreement, and such [***] shall not be included in the calculation of Profit and Losses as set forth in Exhibit 1.189.

Full Sublicense. Following the PIRS CoDev Option Exercise Effective Date and subject Subject to Section 9.1 and Section 9.2.3Xxxxxxx 0.0, PIRS XXXX may enter into a Full Sublicense Agreement with for a Qualified SublicenseeCoDev Product, provided that PIRS SGEN shall include in such Full Sublicense Agreement (i) the obligation of the PIRS SGEN Partner to [***] share with SGEN PIRS all Shared Costs and Profits and Losses associated with the applicable CoDev Product on and after the effective date of the Full Sublicense Agreement, and (ii) the right of the PIRS SGEN Partner to replace the PIRS SGEN representatives on all Committees for such CoDev Product with its own representatives upon written notice to SGENPIRS. Furthermore, the PIRS SGEN Partner shall expressly assume all of the obligations (including diligence) and liabilities of PIRS SGEN applicable to the further Research, Development, Manufacture, Manufacture and Commercialization of such CoDev Product. Following such assumption, SGEN and PIRS and SGEN shall no longer be responsible or liable to each other for any of their respective obligations (including diligence) and liabilities applicable to the further Research, Development, Manufacture, and Commercialization of such CoDev Product (including, without limitation, that SGEN PIRS shall no longer have any governance or reporting obligations to PIRS SGEN with respect to the applicable CoDev Product). As a condition to entering into a Full Sublicense hereunder, PIRS SGEN shall require the PIRS SGEN Partner, within [***] days of the date of execution of such Full Sublicense Agreement, to enter into a direct agreement with SGEN, PIRS acknowledging the respective rights, obligations and liabilities of the PIRS SGEN Partner and SGEN PIRS with respect to such CoDev Product, and providing for the transition of any PIRS SGEN CoDev Product related activities and governance from PIRS SGEN to the PIRS SGEN Partner. PIRS SGEN shall have no obligation to share with SGEN PIRS any [***] received from such PIRS SGEN Partner under such Full Sublicense Agreement, and such [***] shall not be included in the calculation of Profit and Losses as set forth in Exhibit 1.189.

Full Sublicense. Following the PIRS CoDev Option Exercise Effective Date and subject Subject to Section 9.1 and Section 9.2.39.1, PIRS SGEN may enter into a Full Sublicense Agreement with for a Qualified SublicenseeCoDev Product, provided that PIRS SGEN shall include in such Full Sublicense Agreement (i) the obligation of the PIRS SGEN Partner to [***] share with SGEN PIRS all Shared Costs and Profits and Losses associated with the applicable CoDev Product on and after the effective date of the Full Sublicense Agreement, and (ii) the right of the PIRS SGEN Partner to replace the PIRS SGEN representatives on all Committees for such CoDev Product with its own representatives upon written notice to SGENPIRS. Furthermore, the PIRS SGEN Partner shall expressly assume all of the obligations (including diligence) and liabilities of PIRS SGEN applicable to the further Research, Development, Manufacture, Manufacture and Commercialization of such CoDev Product. Following such assumption, SGEN and PIRS and SGEN shall no longer be responsible or liable to each other for any of their respective obligations (including diligence) and liabilities applicable to the further Research, Development, Manufacture, and Commercialization of such CoDev Product (including, without limitation, that SGEN PIRS shall no longer have any governance or reporting obligations to PIRS SGEN with respect to the applicable CoDev Product). As a condition to entering into a Full Sublicense hereunder, PIRS SGEN shall require the PIRS SGEN Partner, within [***] days of the date of execution of such Full Sublicense Agreement, to enter into a direct agreement with SGEN, PIRS acknowledging the respective rights, obligations and liabilities of the PIRS SGEN Partner and SGEN PIRS with respect to such CoDev Product, and providing for the transition of any PIRS SGEN CoDev Product related activities and governance from PIRS SGEN to the PIRS SGEN Partner. PIRS SGEN shall have no obligation to share with SGEN PIRS any [***] received from such PIRS SGEN Partner under such Full Sublicense Agreement, and such [***] shall not be included in the calculation of Profit and Losses as set forth in Exhibit 1.189.