Common use of Performance by Sublicensees Clause in Contracts

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. Each Party shall Poseida will be responsible for the performance of all of its Sublicensees, and shall remain fully responsible for all performance by each Affiliate and Sublicensee of its Sublicensees’ obligations under this Agreement, and any act or omission of its Affiliate or Sublicensee that would be a breach of this Agreement if undertaken by Poseida, shall be deemed a breach of this Agreement by Poseida. Each license or sublicense granted by a Party Poseida pursuant to this Article III shall be subject and subordinate to the terms and conditions of this Agreement, and shall Section 3.3 will contain terms and conditions consistent with those in CONFIDENTIAL - Xxxxxxx Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015 this Agreement. Each Party shall promptly provide Without limiting the other Party with a copy of the fully executed license or foregoing, each sublicense agreement covering any license or sublicense granted hereunderwill, and such license or sublicense agreement shall at a minimum, contain the following provisions: (i) a requirement that such any Sublicensee must use a Xxxxxxx Licensee for any activities involving the Centyrin Library; (ii) selling Licensed Product submit applicable sales or other reports to the Party granting the license or sublicense Poseida to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; (iiiii) an audit requirement consistent with that set forth in Section 8.16as to those Sublicensees selling Licensed Product; and (iiiiv) 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 Information of Xxxxxxx consistent with the case may beterms of this Agreement. If a granting Party Poseida becomes aware of a material breach of any license by an Affiliate or sublicense by a Sublicensee of the rights granted to such Party Poseida, or the other Party obligations of Poseida or a Sublicensee under this Agreement, the granting Party shall Poseida will promptly notify the other Party Xxxxxxx in writing of the particulars of the same same, and will use Commercially Reasonable Efforts to enforce the terms of such license or sublicense.