Common use of Grant of Sublicense by Licensee Clause in Contracts

Grant of Sublicense by Licensee. 3.4.1 Penn grants to Licensee the right to grant Sublicenses (through multiple tiers), in whole or in part, under the License in Sections 3.1.1 and 3.1.2 subject to the terms and conditions of this Agreement and specifically this Section 3.4. 3.4.2 All Sublicenses will be (a) issued in writing, (b) to the extent applicable, include all of the retained rights of Penn and the U.S. Government pursuant to Section 3.2 and 3.3 and (c) shall explicitly list all Products, and include no less than the following terms and conditions, and in each such instance shall be consistent with the provisions applicable to Licensee under this Agreement: (i) Reasonable record keeping, audit and reporting obligations sufficient to enable Licensee to reasonably verify the payments due to Licensee under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Product, provided that such obligations shall be no less stringent that those provided in this Agreement for Licensee. (ii) Infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on Licensee and do not provide greater rights to Sublicensee than as provided in Section 6.4. (iii) Confidentiality provisions with respect to Confidential Information of Penn consistent with the restrictions on Licensee in Article 7 of this Agreement. (iv) Covenants by Sublicensee that are equivalent to those made by Licensee in Section 8.3. (v) A requirement of indemnification of Penn by Sublicensee that is equivalent to the indemnification of Penn by Licensee under Section 9.1 of this Agreement. (vi) A requirement of obtaining and maintaining commercially reasonable insurance by Sublicensee. (vii) Restriction on use of Penn’s names etc. consistent with Section 11.4 of this Agreement. Any Sublicense that does not include all of the terms and conditions set forth in this Section 3.4.2 or which is not issued in accordance with the terms and conditions set forth in this Section 3.4, shall be considered null and void with no further notice from Penn. 3.4.3 Within [***] after the execution of a Sublicense Document, Licensee shall provide a complete and accurate copy of such Sublicense Document to Penn (which copy may be redacted solely to remove confidential information of Licensee that is not applicable to determining compliance with this Agreement and confidential information of such Sublicensee), in the English Language, and such copies will be the Confidential Information of Licensee and may only be used to determine Licensee’s compliance with this Agreement. Penn’s receipt of a Sublicense Document, however, will constitute neither an approval nor disapproval of the Sublicense Document nor a waiver of any right of Penn or obligation of Licensee under this Agreement. In the event Penn cannot, in its reasonable discretion, interpret the Sublicense Document due to the redacted information, Penn may request, and Licensee shall be obligated to provide to Penn counsel a copy of the unredacted Sublicense Document (other than any research and development plans included as an exhibit to such Sublicense Document).

Grant of Sublicense by Licensee. 3.4.1 Penn grants to Licensee the right to grant Sublicenses (through multiple tiers)sublicenses, in whole or in part, under the License in Sections 3.1.1 and 3.1.2 (each, a “Sublicense”) subject to the terms and conditions of this Agreement and specifically this Section 3.4. The term “Sublicense” shall include any grant of rights under the License by a Sublicensee to any downstream Third Party, such downstream Third Party shall also be considered a Sublicensee for purposes of this Agreement. 3.4.2 All Sublicenses will be (a) be issued in writing, (b) to the extent applicable, include all of the retained rights of Penn and require the performance of obligations due to Penn (and, if applicable, the U.S. Government pursuant to Section 3.2 and 3.3 under 35 U.S.C. §§200-212) contained in this Agreement and (c) shall explicitly list all Products, and include no less than the following terms and conditions, and in each such instance shall be consistent with the provisions applicable to Licensee under this Agreement: (ia) Reasonable record keeping, audit and reporting obligations sufficient to enable Licensee and Penn to reasonably verify the payments due to Licensee and Penn under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Licensed Product, provided that such obligations shall be no less stringent that those provided in this Agreement for Licensee. (iib) Infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on Licensee and do not provide greater rights to Sublicensee than as provided in Section 6.46.3. (iiic) Confidentiality provisions with respect to Confidential Information of Penn consistent with the restrictions on Licensee in Article 7 of this Agreement. (ivd) Covenants by Sublicensee that are equivalent to those made by Licensee in Section 8.38.4. (ve) A requirement of indemnification of Penn by Sublicensee that is equivalent to the indemnification of Penn by Licensee under Section 9.1 of this Agreement. (vif) A requirement of obtaining and maintaining commercially reasonable insurance by SublicenseeSublicensee that is equivalent to the insurance requirements of Licensee under Section 9.2 of this Agreement, including coverage under such insurance of Penn as provided in Section 9.2. (viig) Restriction on use of Penn’s names etc. consistent with Section 11.4 of this Agreement. (h) A requirement of antidiscrimination by Sublicensee no less stringent than that provided in Section 11.5 of this Agreement. (i) A requirement that Penn is a third party beneficiary of such Sublicense. Any Sublicense that does not include all of the terms and conditions set forth in this Section 3.4.2 or which is not issued in accordance with the terms and conditions set forth in this Section 3.4, shall be considered null and void with no further notice from PennPenn unless separately approved by Penn in writing. 3.4.3 Within [***] after of the execution of a Sublicense Document, Licensee shall provide a complete and accurate copy of such Sublicense Document to Penn (which copy may be redacted solely to remove confidential information of Licensee that is not applicable to determining compliance with this Agreement and confidential information of such Sublicensee)Penn, in the English Language, and such copies will be the Confidential Information of Licensee and may only be used to determine Licensee’s compliance with this Agreement. Penn’s receipt of a Sublicense Document, however, will constitute neither an approval nor disapproval of the Sublicense Document nor a waiver of any right of Penn or obligation of Licensee under this Agreement. In the event Penn cannot, in its reasonable discretion, interpret the Sublicense Document due to the redacted information, Penn may request, and . 3.4.4 Licensee shall be obligated to provide to Penn counsel an annual Sublicense Development Report on or before December 1 of each year during the Term (“SDR Report”) a copy form of the unredacted Sublicense Document (other than any research and development plans included which is attached hereto as an exhibit to such Sublicense Document).Exhibit G.

Grant of Sublicense by Licensee. 3.4.1 Penn grants to Licensee the right to grant Sublicenses (through multiple tiers)sublicenses, in whole or in part, under the License in Sections 3.1.1 and 3.1.2 (each, a “Sublicense”) subject to the terms and conditions of this Agreement and specifically this Section 3.4. The term “Sublicense” shall include any grant of rights under the License by a Sublicensee to any downstream Third Party, such downstream Third Party shall also be considered a Sublicensee for purposes of this Agreement. 3.4.2 All Sublicenses will be (a) be issued in writing, (b) to the extent applicable, include all of the retained rights of Penn and require the performance of obligations due to Penn (and, if applicable, the U.S. Government pursuant to Section 3.2 and 3.3 under 35 U.S.C. §§200-212) contained in this Agreement and (c) shall explicitly list all Products, and include no less than the following terms and conditions, and in each such instance shall be consistent with the provisions applicable to Licensee under this Agreement: (ia) Reasonable record keeping, audit and reporting obligations sufficient to enable Licensee and Penn to reasonably verify the payments due to Licensee and Penn under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Licensed Product, provided that such ​ ​ obligations shall be no less stringent that those provided in this Agreement for Licensee. (iib) Infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on Licensee and do not provide greater rights to Sublicensee than as provided in Section 6.46.3. (iiic) Confidentiality provisions with respect to Confidential Information of Penn consistent with the restrictions on Licensee in Article 7 of this Agreement. (ivd) Covenants by Sublicensee that are equivalent to those made by Licensee in Section 8.38.4. (ve) A requirement of indemnification of Penn by Sublicensee that is equivalent to the indemnification of Penn by Licensee under Section 9.1 of this Agreement. (vif) A requirement of obtaining and maintaining commercially reasonable insurance by SublicenseeSublicensee that is equivalent to the insurance requirements of Licensee under Section 9.2 of this Agreement, including coverage under such insurance of Penn as provided in Section 9.2. (viig) Restriction on use of Penn’s names etc. consistent with Section 11.4 of this Agreement. (h) A requirement of antidiscrimination by Sublicensee no less stringent than that provided in Section 11.5 of this Agreement. (i) A requirement that Penn is a third party beneficiary of such Sublicense. Any Sublicense that does not include all of the terms and conditions set forth in this Section 3.4.2 or which is not issued in accordance with the terms and conditions set forth in this Section 3.4, shall be considered null and void with no further notice from PennPenn unless separately approved by Penn in writing. 3.4.3 Within [***] after of the execution of a Sublicense Document, Licensee shall provide a complete and accurate copy of such Sublicense Document to Penn (which copy may be redacted solely to remove confidential information of Licensee that is not applicable to determining compliance with this Agreement and confidential information of such Sublicensee)Penn, in the English Language, and such copies will be the Confidential Information of Licensee and may only be used to determine Licensee’s compliance with this Agreement. Penn’s receipt of a Sublicense Document, however, will constitute neither an approval nor disapproval of the Sublicense Document nor a waiver of any right of Penn or obligation of Licensee under this Agreement. In the event Penn cannot, in its reasonable discretion, interpret the Sublicense Document due to the redacted information, Penn may request, and . 3.4.4 Licensee shall be obligated to provide to Penn counsel an annual Sublicense Development Report on or before December 1 of each year during the Term (“SDR Report”) a copy form of the unredacted Sublicense Document (other than any research and development plans included which is attached hereto as an exhibit to such Sublicense Document).Exhibit G.