Common use of Right to Sublicense and Sub-Contract Clause in Contracts

Right to Sublicense and Sub-Contract. Grünenthal shall have the right to sublicense any of its rights granted to it under this Agreement to its Affiliates as and when elected by Grünenthal. Grünenthal shall also have the right to sublicense its rights granted under this Agreement to any Third Parties (who may further sublicense to a Distributor), [ * ]. All such sublicense and sub-contract agreements with a Third Party or any Distributor shall be consistent with the terms and conditions of this Agreement and shall provide that further sublicensing or sub-contracting other than to a Distributor is prohibited. Grünenthal shall provide a copy of any such sublicense agreement with a Third Party Sublicensee promptly after execution, subject to prior redaction by Grünenthal with regard to provisions, according to Grünenthal’s reasonable assessment, [ * ]. Grünenthal shall remain responsible for the performance of its Affiliates, Sublicensees and sub-contractors hereunder. For clarity, Affiliates of Grünenthal to which Grünenthal has sublicensed its rights hereunder may further sublicense consistent with this Section 2.2(a) the same as Grünenthal itself may grant sublicenses consistent with this Section 2.2(a).

Right to Sublicense and Sub-Contract. Grünenthal shall have the right to sublicense any of its rights granted to it under this Agreement to its Affiliates as and when elected by Grünenthal. Grünenthal shall also have the right to sublicense its rights granted under this Agreement to any Third Parties (who may further sublicense to a Distributor), [ * [*], it being understood that [*]. All AcelRx’s review and approval shall [*]. AcelRx shall have thirty (30) days to review and notify Grünenthal [*]. If AcelRx timely notifies Grünenthal in writing [*] within such thirty (30) day period, then Grünenthal shall not enter into such proposed sublicense and sub-contract agreements with a Third Party or any Distributor shall be consistent with the terms and conditions of this Agreement [*]. [*], provided that [*], as applicable, and shall provide that further sublicensing or sub-contracting other than to a Distributor is prohibited. Grünenthal shall provide a copy of any such sublicense agreement with a Third Party Sublicensee promptly after execution, subject to prior redaction by Grünenthal with regard to provisions, according to Grünenthal’s reasonable assessment, [ * [*]. Grünenthal shall remain responsible for the performance of its Affiliates, Sublicensees and sub-contractors hereunder. For clarity, Affiliates of Grünenthal to which Grünenthal has sublicensed its rights hereunder may further sublicense consistent with this Section 2.2(a) the same as Grünenthal itself may grant sublicenses consistent with this Section 2.2(a).”