Performance by Sublicensees. Each Party shall be responsible for the performance of all of its Sublicensees, and shall remain fully responsible for all of its Sublicensees’ obligations under this Agreement. Each license or sublicense granted by a Party pursuant to this Article III shall be subject and subordinate to the terms and conditions of this Agreement, and shall contain terms and conditions consistent with those in this Agreement. Each Party shall promptly provide the other Party with a copy of the fully executed license or sublicense agreement covering any license or sublicense granted hereunder, and such license or sublicense agreement shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports to the Party granting the license or sublicense to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; (ii) an audit requirement consistent with that set forth in Section 8.16; (iii) a requirement that such Sublicensee comply with the confidentiality provisions and restrictions on use of Confidential Information contained in Article X with respect to both Parties’ Confidential Information; and (iv) any other provisions required under any AVEO In-License or Biogen Idec In-License, as the case may be. If a granting Party becomes aware of a material breach of any license or sublicense by a Sublicensee of the rights granted to such Party or the other Party under this Agreement, the granting Party shall promptly notify the other Party of the particulars of the same and use Commercially Reasonable Efforts to enforce the terms of such license or sublicense.
Performance by Sublicensees. Licensee’s execution of a sublicense agreement shall not relieve Licensee of any of its obligations under this Agreement. Licensee shall remain jointly and severally liable to Licensor for any performance or non-performance of a Sublicensee that would be a breach of this Agreement if performed or omitted by Licensee, and Licensee shall be deemed to be in breach of this Agreement as a result of such Sublicensee performance or non-performance.
Performance by Sublicensees. TESARO will be fully responsible for performance by each Sublicensee of its obligations under this Agreement. Each sublicense granted by TESARO pursuant to this Section 2.2 will contain terms and conditions consistent with those sections of this Agreement applicable to Sublicensees. Each sublicense agreement will contain the following provisions: (i) a requirement that any Sublicensee selling Licensed Product submit applicable sales or other reports to TESARO to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; (ii) an audit requirement as to those Sublicensees selling Licensed Product consistent with that set forth in Section 4.15; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions and restrictions on use of Confidential Information consistent with Article VI with respect to Confidential Information of OPKO. If TESARO becomes aware of a material breach by a Sublicensee of the rights granted to TESARO under Section 2.1, TESARO will promptly notify OPKO of the particulars of the same, and will use Commercially Reasonable Efforts to enforce the terms of such sublicense.
Performance by Sublicensees. Trevi will be fully responsible for performance by each Sublicensee of its obligations under this Agreement. Each sublicense granted by Trevi or by any of its Affiliates or Sublicensees pursuant to this Section 2.2 will contain terms and conditions consistent with those sections of this Agreement applicable to Sublicensees, and specifically obligations to Penwest of (i) Section 2.4 (Penwest Option to Negotiate), 4.11 (Records and Audits), Article V (Intellectual Property Ownership, Protection and Related Matters), Article VIII (Indemnification), Article IX (Term and Termination), Article X (Dispute Resolution) and Article XI (Miscellaneous). In addition, each sublicense agreement will contain the following provisions: (i) a requirement that any Sublicensee selling Licensed Product submit applicable sales or other reports to Trevi to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; (ii) an audit requirement as to those Sublicensees selling Licensed Product consistent with that set forth in Section 4.11; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions and restrictions on use of Confidential Information consistent with Article VI with respect to Confidential Information of Penwest.
Performance by Sublicensees. TESARO will be fully responsible for performance by each Sublicensee of its obligations under this Agreement. Each sublicense granted by TESARO pursuant to this Section 2.2 will contain terms and conditions consistent with those sections of this Agreement applicable to Sublicensees. Each sublicense agreement will contain the following provisions: (i) a requirement that any Sublicensee selling Licensed Product submit applicable sales or other reports to TESARO to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; (ii) an audit requirement as to those Sublicensees selling Licensed Product consistent with that set forth in Section 4.15; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions and restrictions on use of Confidential Information consistent with
Performance by Sublicensees. COBI will be fully responsible for performance by each Sublicensee of its obligations under this Agreement. Each sublicense granted by COBI pursuant to this Section 3.3 will contain terms and conditions consistent with this Agreement. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) a requirement that any Sublicensee selling Licensed Product submit applicable sales or other reports to COBI to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; (ii) an audit requirement as to those Sublicensees selling Licensed Product consistent with that set forth in Section 4.15; (iii) a requirement that such Sublicensee comply with the confidentiality provisions and restrictions on use with respect to Confidential Information of AVEO consistent with Article VI; and (iv) an obligation of the Sublicensee to assign XXX Model Improvements and XXX Model Improvement Patent Rights to COBI for further assignment to AVEO under Section 5.2, and an automatic license to COBI, upon termination of this Agreement, with the right to grant a further license to AVEO, to any Know-how and under any Patent Rights that fall under the definition of COBI Product Know-how or COBI Product Patent Rights when Controlled by COBI. If COBI becomes aware of a material breach by a Sublicensee of the rights granted to COBI, or the obligations of COBI or a Sublicensee under this Agreement, COBI will promptly notify AVEO in writing of the particulars of the same, and will use Commercially Reasonable Efforts to enforce the terms of such sublicense.
Performance by Sublicensees. The activities and achievements of any Sublicensee(s) shall be counted towards each Party's performance under this Agreement.
Performance by Sublicensees. Licensee shall use reasonable efforts to procure that each Sublicensee complies fully at all times with the provisions of this Agreement. Licensee shall remain responsible to Licensor for any actions or omissions by the Sublicensee that would cause Licensee to be in breach of its obligations under this Agreement. Licensee’s execution of a sublicense agreement shall not relieve Licensee of any of its obligations under this Agreement. Licensee shall (i) assure itself of the integrity and financial responsibility of each Sublicensee; (ii) require each Sublicensee to be bound by all of the obligations terms and conditions that bind Licensee under this Agreement; and (iii) establish and enforce adequate mechanisms to assure the quality of Products produced or sold by Sublicensees.
Performance by Sublicensees. EIP will be fully responsible for performance by each Sublicensee of its obligations under this Agreement. Each sublicense granted by EIP pursuant to this Section 3.2 will contain terms and conditions consistent with those sections of this Agreement applicable to Sublicensees. EIP will promptly provide Vertex with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder, and such sublicense agreement will contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports to EIP to the extent necessary or relevant to allow EIP to satisfy all requirements with respect to the content and timing of reports required to be made or records required to be maintained under this Agreement; (ii) an audit requirement consistent with that set forth in Section 4.12; (iii) a requirement that such Sublicensee comply with the confidentiality provisions and restrictions on use of Confidential Information contained in Article VI with respect to Vertex’s Confidential Information and (iv) an irrevocable grant of ownership or Control to EIP of any and all Know-how IP arising out of the sublicense agreement and any and all Patent Rights directed to such Know-how. If EIP becomes aware of a material breach by a Sublicensee of its obligations under any sublicense, EIP will promptly notify Vertex of the particulars of the same, and will use Commercially Reasonable Efforts to enforce the terms of such sublicense.
Performance by Sublicensees. Licensee’s execution of a sublicense agreement shall not relieve Licensee of any of its obligations under this Agreement. Licensee shall remain jointly and severally liable to Licensor for any performance or non-performance of a Sublicensee that would be a breach of this Agreement if performed or omitted by Licensee and Licensee shall be deemed to be in breach of this Agreement as a result of such Sublicensee performance or nonperformance, except for those circumstances in which such Sublicensee(s)’ performance or non-performance is capable of cure by Licensee, and Licensee promptly so cures.
