Common use of Licenses to Affiliates Clause in Contracts

Licenses to Affiliates. Each party shall, at the other party's request, sign license and/or royalty agreements in respect of Warner Products, LeukoSite Products or Warner-LeukoSite Products not being co-promoted by the parties hereunder directly with the other party's Affiliates and sublicensees in those situations where such agreements would not decrease the amount of royalties or other amounts which would be owed hereunder. Such agreements shall contain the same language as contained herein with appropriate changes in parties and territory. No such license and/or royalty agreement will relieve Warner or LeukoSite, as the case may be, of its obligations hereunder, and such party will guarantee the obligations of its Affiliate or sublicensee in any such agreement. Royalties and other amounts received directly from one party's Affiliates and sublicensees shall be credited towards such party's obligations hereunder.

Licenses to Affiliates. Each party shall, at the other party's request, sign license and/or royalty agreements in respect of Warner Products, LeukoSite Products or Warner-LeukoSite Products not being co-promoted by the parties hereunder directly with the other party's Affiliates and sublicensees in those situations where such agreements would not decrease the amount of royalties or other amounts which would be owed hereunder. Such agreements shall contain the same language as contained herein with appropriate changes in parties and territory. No such license and/or royalty agreement will relieve Warner or LeukoSite, as the case may be, of its obligations hereunder, and such party will guarantee the obligations of its Affiliate or sublicensee in any such agreement. Royalties and other amounts received directly from one party's Affiliates and sublicensees shall be credited towards such party's obligations hereunder.