Common use of Licensed Products Clause in Contracts

Licensed Products. Except as set forth in Section 4.3.3, Sanofi will, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 with respect to such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import such Licensed Product in the Field in the Territory (i) to its Affiliates (with the right to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) to a Sublicensee without the right to grant further sublicenses. Sanofi and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions of this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanofi, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely to the extent such Know-how and Patent Rights of the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicense.

Licensed Products. Except as set forth in Section 4.3.3JSG shall not, Sanofi willand shall cause its Affiliates and Sublicensees not to, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 with respect to such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import such Licensed Product in the Field in the Territory (i) to its Affiliates (knowingly use the Licensed SN IP except in connection with the right to Portions of this ExhibitLicensed Products, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) Distribute any products under the Licensed SN Trademarks except for the Licensed Products, (iii) Distribute any products that JSG, its Affiliates or Sublicensees knows to a Sublicensee without include the right Licensed SN IP except under the Licensed SN Trademarks, or (iv) knowingly include any Intellectual Property or technology in the Licensed Products other than Licensed SN IP and any other Intellectual Property or technology approved for inclusion therein by SharkNinja; provided, that to grant further sublicenses. Sanofi the extent that JSG or its Affiliates independently develops or acquires or licenses from any Third Party any Intellectual Property or other technology, JSG and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions Sublicensees shall not be in breach of this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanofi, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely Section 2.2 to the extent such Know-how Intellectual Property or other technology is included in any product Distributed by JSG, its Affiliates or Sublicensees with SharkNinja’s prior written consent. In the event that: (A) a product is developed or sold by or on behalf of SharkNinja or its Affiliates for sale to consumers in the SharkNinja Territory after the Effective Date that is not a Licensed Product or otherwise covered under the Product Development Agreement; or (B) a product (including any Improvement to a Licensed Product) is developed by or on behalf of JSG or its Affiliates for sale to consumers in the JSG Territory after the Effective Date that is not a Licensed Product (or otherwise covered under the Product Development Agreement) (a “New JSG Product”); then JSG may submit a written request to SharkNinja to Distribute such product in the JSG Territory under the Licensed SN Trademarks (a “License Request”), and Patent Rights of upon SharkNinja’s consent (not to be unreasonably withheld, conditioned or delayed), such product shall be included as a Licensed Product hereunder. In the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed event that SharkNinja has not responded to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicense.License Request within forty (40) days of SharkNinja’s receipt of such License Request, JSG may submit a second written request to SharkNinja that clearly and conspicuously indicates that if SharkNinja fails to respond within twenty (20) days, SharkNinja will be deemed to have consented to such License Request (a “

Licensed Products. Except (i) Biontech hereby grants to Sanofi, with effect as of the selection of each Licensed Product, an exclusive, non-transferable (except through assignment of this Agreement pursuant to Section 13.4), worldwide license, with the right to sublicense (subject to Section 7.3.4 below), under the Biontech Background Technology set forth in Section 4.3.3Schedule D, Sanofi willBiontech’s interest in the Joint Collaboration Technology, Biontech Collaboration Patents, Biontech’s Foreground Technology and Biontech’s interest in the Joint Foreground Technology to Develop, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 with respect to such Licensed ProductDeveloped, to develop, manufacturemake, have manufacturedmade, use, commercialize or import Commercialize and have Commercialized such Licensed Product in the Field in Field. (ii) Biontech hereby grants to Sanofi, with effect as of the Territory selection of each Licensed Product, the non-exclusive, non-transferable (i) except through assignment of this Agreement pursuant to its Affiliates (Section 13.4), worldwide license, with the right to Portions sublicense (subject to Section 7.3.4 below), under the Biontech Background Technology which is not set forth in Schedule D to Develop, have Developed, make, have made, Commercialize and have Commercialized such Licensed Product in the Field. (iii) Biontech hereby grants to Sanofi, with effect as of this Exhibitthe exercise by Sanofi of any option described in Section 4.2, indicated a non-exclusive, non-transferable, worldwide license, with the right to sublicense (subject to Section 7.3.4 below), under the Biontech Technology and Biontech Foreground Technology to the extent required by Sanofi for the xxxx “co-Development and/or co-Commercialization of the relevant Sanofi Option Product in accordance with the Development and/or Commercialization agreement concluded in relation to such Sanofi Option Product. Further details of such license may be set forth in the relevant Development and/or Commercialization agreement. (iv) With respect to each Licensed Product Candidate approved pursuant to Section 2.8, Sanofi may no more than [***],” were omitted ] during the Selection Term request that the Parties review in good faith whether to amend Schedule D (such amendment be made by mutual agreement between the Parties), so that, upon such amendment and have been filed separately with for the Secretary purposes of the Commission exclusive license granted to Sanofi pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 Section 7.3.1(b)(i), Schedule D will set forth only that part of the Securities Act Biontech Background Technology (but excluding, for the avoidance of 1933doubt, as amended. further sublicense) and (ii) to a Sublicensee without any Intellectual Property Rights over which Biontech has gained Control outside the right to grant further sublicenses. Sanofi and its Affiliates will provide to Rib-X written notice scope of any agreement with a Sublicensee reflecting each such license or sublicense promptly the collaboration hereunder after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms Effective Date and conditions of this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanofi, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at until the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of that is necessary for Sanofi to grant a license to Rib-X under this AgreementDevelop, but solely to have Developed, make, have made, Commercialize and have Commercialized the extent such Know-how and Patent Rights of respective Licensed Product in the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicenseField.

Licensed Products. Except as set forth in Section 4.3.3(i) As between the Parties, Sanofi willon a Licensed Product-by-Licensed Product basis, upon acceptance of a first IND for such Licensed Product, Acadia shall have the first right to grant sublicenses under bring and control any legal action to enforce the rights granted Licensed Product Patents, SYNGAP1 Product Patents, Acadia Patents and Joint Collaboration Patents in connection with any Infringement with respect to it under Section 4.2.1 an MECP2 Licensed Product, [***] Licensed Product or SYNGAP1 Opt-Out Product, at Acadia’s own expense. Acadia shall keep Stoke reasonably informed of the status of such enforcement efforts for such Patent Rights. Stoke may, at its own expense, be represented in any such action by counsel of its own choice with respect to such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import enforcement. If Acadia does not bring such Licensed Product in the Field in the Territory legal action within a commercially reasonable period of time (i) to its Affiliates (with the right to Portions of this Exhibit, indicated by the xxxx “but not less than [***],” were omitted ) after the notice provided pursuant to Section 14.4(a), Stoke may bring and have control any legal action to enforce the Licensed Product Patents, SYNGAP1 Product Patents, Acadia Patents and Joint Collaboration Patents at its own expense as it reasonably determines appropriate. In such case, Stoke shall keep Acadia reasonably informed of the status of such enforcement efforts, and Acadia may, at its own expense, be represented in any such action by counsel of its own choice with respect to such enforcement. Notwithstanding the foregoing, to the extent a Molecule Specific Patent(s) has been filed separately with respect to the Secretary of the Commission relevant Licensed Product pursuant to the RegistrantSection 14.3(b)(ii), then Acadia’s application requesting confidential treatment pursuant first right to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and enforce shall only apply to such Molecule Specific Patent(s). (ii) Subject to Section 14.4(b)(i), as between the Parties, on a Sublicensee without Licensed Product-by-Licensed Product basis, Stoke shall have the first right to bring and control any legal action to enforce the Licensed Product Patents for which Acadia does not have the first right to enforce pursuant to Section 14.4(b)(i) in connection with any Infringement with respect to an MECP2 Licensed Product, [***] Licensed Product or SYNGAP1 Opt-Out Product at Stoke’s own expense. Stoke shall keep Acadia reasonably informed of the status of such enforcement efforts for such Patent Rights. Acadia may, at its own expense, be represented in any such action by counsel of its own choice with respect to such enforcement. If Stoke does not bring such legal action within a commercially reasonable period of time (but not less than three (3) months) after the notice provided pursuant to Section 14.4(a), Acadia may bring and control any legal action to enforce such Licensed Product Patents in connection with such Infringement at its own expense as it reasonably determines appropriate (and in such case, Acadia shall keep Stoke reasonably informed of the status of such enforcement efforts, and Stoke may, at its own expense, be represented in any such action by counsel of its own choice with respect to such enforcement), provided that if Stoke provides a reasonable, objective rationale for not pursuing or continuing to pursue such legal action (including a substantive concern regarding counter-claims by the infringing Third Party with respect to Patent Rights owned or Controlled by Stoke), then the Parties shall consider and discuss in good faith Stoke’s reasonable comments and concerns and Acadia shall not have the right to grant further sublicenses. Sanofi bring and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each control such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions of this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanofi, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-Xlegal action without Stoke’s consent, such license from the Sublicensee consent not to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely to the extent such Know-how and Patent Rights of the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicenseunreasonably withheld.

Licensed Products. Except as set forth in Section 4.3.3, Sanofi will, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 with respect to such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import such Licensed Product in the Field in the Territory (i) to its Affiliates (with the right to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant Subject to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) to a Sublicensee without the right to grant further sublicenses. Sanofi and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions of this Agreement will apply Agreement, MBI hereby grants to each such Affiliate or Sublicensee to the same extent as they apply to SanofiChugai, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisionsChugai hereby accepts: (i) an obligation exclusive license under the MBI Technology, the MBI Patents and the MBI Improvements to sell and distribute Licensed Products during the Term solely within the Territory and solely for use in the Field; (ii) an exclusive license under the MBI Technology, the MBI Patents and the MBI Improvements to develop or have developed the Licensed Products during the Term solely within the Territory and solely for use in the Field and only to the extent specifically permitted pursuant to Article 3 of this Agreement; and (iii) an exclusive license under the MBI Technology, the MBI Patents and the MBI Improvements to make and have made the Licensed Products during the Term solely within the Territory and solely for use in the Field and only to the extent specifically permitted pursuant to Article 7 of this Agreement. Notwithstanding the foregoing grant to Chugai of exclusive licenses to the MBI Technology, the MBI Patents and the MBI Improvements solely within the Territory and solely for use in the Field, MBI retains and shall have all rights to all applications of the Sublicensee to assign to Sanofi at MBI Technology, the end of MBI Patents and the Research TermMBI Improvements, with both outside the Territory and inside the Territory but outside the Field. Chugai shall have the right to further assign sublicense the rights granted in this Section 2.1 only *** Portions of this page have been omitted pursuant to Rib-X, any Patent Rights Covering a request for Confidential Treatment and filed separately with the composition Commission. to one or more of matter its Affiliates or method of manufacture or use of any Returned CompoundsThird Parties in the Territory, provided such Patent Rights do that Chugai, prior to granting any sublicense (i) gives MBI advance notice of the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. sublicense and obtains MBI's prior written approval of the terms of the sublicense and identity of the sublicensee, which approval shall not also Cover the composition of matter or method of manufacture or use of any other compound; and be unreasonably withheld, (ii) a license grant to Sanofi retains control over that portion of the Chugai Development Program that the Affiliate or Third Party is performing, and (iii) remains responsible for the Affiliate's or the Third Party's compliance with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X all obligations under this Agreement. Chugai shall cause each of its Affiliates, but solely sublicensees and distributors to the extent such Know-how and Patent Rights comply with Chugai's obligations under this Agreement. MBI agrees to inform Chugai in writing, within a reasonable time period, of the Sublicensee will fall within development of any MBI Improvements, the Sanofi Know-how issuance of any MBI Patents and Sanofi Patent Rights being the development of any MBI Technology licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account Chugai pursuant to Rib-X for all payments due under this Agreement by reason of operation of any such sublicenseSection 2.1(a).

Licensed Products. Except Licensed Products will be owned solely by the Licensee solely within the Licensed Field. Any Improvements and New Inventions will be owned solely by the Licensee and shall be free and clear of any ownership or other rights claimed by Licensor and shall not be part of the Intellectual Property and/or Nanosponge Technology. Furthermore, the Licensee will have the sole right to file any patent, copyright, or other intellectual property rights applications or registrations resulting from any such Improvements or New Inventions anywhere in the world. Notwithstanding, Licensee hereby irrevocably transfers and assigns to Licensor, completely and exclusively, and by virtue of the execution of this Agreement all the Licensees rights, title, and interest, including but not limited to, all intellectual property rights, if any, in and to the Improvements and New Inventions outside the Licensed Field described elsewhere herein. Without limiting the generality of the foregoing, and in the alternative, the Licensor hereby irrevocably transfers and assigns to the Licensee, completely and exclusively, and by virtue of the execution of this Agreement and without any other additional compensation, all of the Licensor’s rights, title, and interest, including, but not limited to, all intellectual property rights, if any, in and to the Improvements and New Inventions within the Licensed Field described elsewhere herein, except as set forth provided in Section 4.3.38.4.1 herein. The Licensor acknowledges and agrees that, Sanofi willas a result of the foregoing provisions of this Section 10, all such Improvements and New Inventions hereby become the exclusive property of the Licensee solely within the Licensed Field described elsewhere herein, and, the Licensee will have the sole right to grant sublicenses under determine the treatment of any Improvements and New Inventions within the Licensed Field, including, without limitation, the rights granted to it under Section 4.2.1 with respect to such Licensed Productkeep Improvements and New Inventions as trade secrets, to developfile and execute patent applications on Improvements and New Inventions, manufactureto use and disclose Improvements and New Inventions without prior patent application, have manufacturedto file registrations for any other intellectual property rights, useand to transfer any intellectual property rights to any party the Licensee so choose, commercialize or import such Licensed Product to follow any other procedure that the Licensee deems appropriate. Notwithstanding anything contained in this Agreement to the Field contrary, nothing in the Territory this Agreement shall preclude Licensee from developing, manufacturing, marketing or distributing devices suitable to (i) to its Affiliates (with the right to Portions of this Exhibitextract hydrocarbons from certain material, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) to a Sublicensee without the right to grant further sublicensesgold and other precious metals from sands and other sand-based ore bodies. Sanofi and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions of Notwithstanding anything contained in this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanoficontrary, and Sanofi will require each such Affiliate and Sublicensee to agree nothing in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely to the extent such Know-how and Patent Rights of the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicenseshall preclude Licensor from developing, manufacturing, marketing or distributing devices suitable to applications outside the Licensed Field.

Licensed Products. Except Effective on and after the Launch Date, Neos grants to Actavis and its Affiliates (and to the extent necessary, its suppliers, distributors, and customers, as set forth the case may be): (a) a non-exclusive, fully paid up, royalty-free license and sublicense, as applicable, under the Licensed Patents to Manufacture, have Manufactured, and Market the Licensed Products in or for the Territory; and (b) a waiver of any regulatory, statutory, or other exclusivities necessary to effectuate the license and sublicense provided in Section 4.3.3, Sanofi will, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 2.1(a) with respect to the Licensed Products. In addition, during the period of one hundred eighty (180) consecutive calendar days prior to the Launch Date, Neos grants to Actavis a non-exclusive license and sublicense, as applicable, to Manufacture or have Manufactured Licensed Products in or for the Territory solely to the extent reasonably necessary to enable Actavis to launch such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import such Licensed Product in the Field Products in the Territory (i) on or after the Launch Date. Actavis may Manufacture License Products earlier to its Affiliates (with the right extent necessary and related to Portions of FDA approval. The licenses and sublicenses granted under this Exhibit, indicated by Section 2.1 are referred to herein as the xxxx “Actavis License.” CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***],” were omitted and ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Actavis shall not have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) to a Sublicensee without the any right to grant further sublicenses. Sanofi and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license sublicense, transfer, or sublicense promptly after the execution thereof. If Sanofi or assign any of its Affiliates grants such a license or sublicenserights under the Actavis License, all of the relevant terms and conditions of this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanofi, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely except to the extent such Know-how and Patent Rights expressly permitted under Section 13.2 of the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicenseLicense Agreement.