Common use of NON-EXCLUSIVE SUBLICENSE GRANT BY AMBRX Clause in Contracts

NON-EXCLUSIVE SUBLICENSE GRANT BY AMBRX. In the event that, during the term of this Agreement and after the Effective Date, AMBRX licenses from any Third Party rights in the Field to any Valid Claim of any issued patent or patent application issued to a Third Party that shall be necessary for ZMC’s exercise of its rights pursuant to Section 2.1 herein (a “AMBRX Third Party License”) in the Territory, AMBRX shall promptly so notify ZMC of the terms of such AMBRX Third Party License and the rights covered by such license. Upon request by ZMC, and to the extent not prohibited by such AMBRX Third Party License, AMBRX shall grant to ZMC, and does hereby grant to ZMC, a non-exclusive right and sublicense in the Field throughout the Territory, with the right to grant further sublicenses subject to Section 2.7.1, under the rights granted to AMBRX in the AMBRX Third Party License. AMBRX shall use reasonable efforts to secure the right to grant the sublicense under this Section in any AMBRX Third Party License. If ZMC is required to pay certain royalty payment to such a Third Party under AMBRX Third Party License, ZMC is entitled to offset such royalty payment pursuant to the terms in Section 6.6.

NON-EXCLUSIVE SUBLICENSE GRANT BY AMBRX. In the event that, during the term of this Agreement and after the Effective Date, AMBRX licenses from any Third Party rights in the Field to any Valid Claim of any issued patent or patent application issued to a Third Party that shall be necessary for ZMCHISUN’s exercise of its rights pursuant to Section 2.1 3.1 herein (a an “AMBRX Third Party License”) in the Territory, AMBRX shall promptly so notify ZMC HISUN of the terms of such AMBRX Third Party License and the rights covered by such license. Upon request by ZMCHISUN, and to the extent not prohibited by such AMBRX Third Party License, AMBRX shall grant to ZMCHISUN, and does hereby grant to ZMCHISUN, a non-exclusive right and sublicense in the Field throughout the Territory, with the right to grant further sublicenses subject to Section 2.7.13.8, under the rights granted to AMBRX in the AMBRX Third Party License; provided that HISUN have the option to pay all license fees and royalty payments it is required to use the right in the Territory under such AMBRX Third Party License. AMBRX shall use reasonable efforts Commercially Reasonable Efforts to secure the right to grant the sublicense under this Section in any AMBRX Third Party License. If ZMC HISUN is required to pay certain royalty payment to such a Third Party under AMBRX Third Party License, ZMC HISUN is entitled to offset such royalty payment pursuant to the terms in of Section 6.6.

NON-EXCLUSIVE SUBLICENSE GRANT BY AMBRX. In the event that, during the term of this Agreement and after the Effective Date, AMBRX Ambrx licenses from any Third Party rights in the Field to any Valid Claim of any issued patent or patent application issued to a Third Party that shall be necessary for ZMCNovocodex’s exercise of its rights pursuant to Section 2.1 herein (a an “AMBRX Ambrx Third Party License”) in the Territory, AMBRX Ambrx shall promptly so notify ZMC Novocodex of the terms of such AMBRX Ambrx Third Party License and the rights covered by such license. Upon request by ZMCNovocodex, and to the extent not prohibited by such AMBRX Ambrx Third Party License, AMBRX Ambrx shall grant to ZMCNovocodex, and does hereby grant to ZMCNovocodex, a non-exclusive right and sublicense (if permitted by the Third Party) in the Field throughout the Territory, with the right to grant further sublicenses subject to Section 2.7.12.9.1, under the rights granted to AMBRX Ambrx in the AMBRX Ambrx Third Party License. AMBRX Ambrx shall use reasonable efforts to secure the right to grant the sublicense under this Section in any AMBRX Ambrx Third Party License. If ZMC Novocodex is required to pay certain royalty payment to such a Third Party under AMBRX Ambrx Third Party License, ZMC Novocodex is entitled to offset such royalty payment pursuant to the terms in Section 6.66.7.