Common use of Right to Sublicense or Assign Rights Clause in Contracts

Right to Sublicense or Assign Rights. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder consistent with this Agreement; provided, however, that Licensee shall not sublicense or assign its rights to any part of the Patent Rights or Technical Information licensed under this Agreement, or assign its rights under this Agreement, to any entity (or a subsidiary of such entity) which is not a recognized biopharmaceutical, pharmaceutical or bio-diagnostic company which either (a) at the time of the sublicense or assignment has annual revenues or a market capitalization for its equity securities of at least One Hundred Million Dollars ($100,000,000), or (b) is generally recognized in such industries and has a level of science, management and investors of such quality as shall be acceptable to CSMC (each, an “Acceptable Assignee”) on the basis of CSMC’s prior written consent (which consent shall not be unreasonably withheld or delayed). In order to preserve and protect the value of the Patent Rights and Technical Information, Licensee shall obtain the prior written consent of CSMC prior to entering into any sublicense or assignment with any party who is not an Acceptable Assignee under clause (a) above. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any sublicenses or assignments entered into by Licensee with any Acceptable Assignee (or any other party for whom CSMC has given its prior written consent). As an express condition of any such sublicense or assignment, any such assignee or sublicensee shall be required to agree in writing to be bound by commercially reasonable royalty reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Licensee will be responsible for enforcing each sublicensee’s obligations under its sublicense and, in particular, royalty payment obligations due on such sublicensee’s sales of Products. If Licensee shall conduct one or more audits of its sublicensees or assignees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Right to Sublicense or Assign Rights. Licensee Prometheus shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder consistent with this Agreement; provided, however, that Licensee Prometheus shall not sublicense or assign its rights to any part of the Patent Rights or Technical Information licensed under this Agreement, or assign its rights under this Agreement, to any entity (or a subsidiary of such entity) which is not a recognized biopharmaceutical, pharmaceutical or bio-diagnostic company which either (ai) at the time of the sublicense or assignment has annual revenues or a market capitalization for its equity securities of at least One Hundred Million Dollars ($100,000,000), is listed on Schedule H hereto or (bii) is generally recognized in such industries and has a level of science, management and investors of such quality as shall be acceptable to CSMC and UCLA (each, an “"Acceptable Assignee”") on the basis of CSMC’s their prior written consent (which consent. Such consent shall not be unreasonably withheld or delayed)withheld. In order to preserve and protect the value of the Patent Rights and Technical InformationRights, Licensee Prometheus shall obtain the prior written consent of CSMC and UCLA prior to entering into any sublicense or assignment with any party who is not an Acceptable Assignee under clause (ai) above. Licensee Prometheus shall also keep CSMC and UCLA reasonably informed with respect to the progress of any relations entered into with any sublicenses or assignments entered into by Licensee Prometheus with any Acceptable Assignee (or any other party for whom CSMC has given its prior written consent)Assignee. As an express condition of any such sublicense or assignment, any such assignee or sublicensee shall be required to agree in writing to be bound by commercially reasonable royalty reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name 's and UCLA's names and marks, indemnification of CSMC and UCLA and the use Confidential Information of CSMC’s Confidential Information. Licensee will be responsible for enforcing each sublicensee’s obligations under its sublicense and, in particular, royalty payment obligations due on such sublicensee’s sales of ProductsCSMC and UCLA. If Licensee Prometheus shall conduct one or more audits of its sublicensees or assignees hereunder during the term hereof, Licensee Prometheus shall provide copies of all such audit reports to CSMC and UCLA on a timely basis. The covenants pertaining to the use of CSMC’s name 's and UCLA's names and marks, the indemnification of CSMC and UCLA and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMCCSMC and UCLA, who shall be expressly stated as being a third-party beneficiary beneficiaries thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Right to Sublicense or Assign Rights. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder consistent with this Agreement; provided, however, that Licensee shall not sublicense or assign its rights to any part of the Patent Rights or Technical Information Know-How licensed under this Agreement, or assign its rights under this Agreement, to any entity (or a subsidiary of such entity) which is not a recognized biopharmaceutical, biopharmaceutical or pharmaceutical or bio-diagnostic company which is either (a) at the time of the sublicense or assignment has annual revenues or a market capitalization for its equity securities of at least One Hundred Million Dollars ($100,000,000)listed on Schedule C hereto, or (b) is generally recognized in such industries and has a level of science, management and investors of such quality as shall be acceptable to CSMC (each, an “Acceptable Assignee”) on the basis of CSMC’s prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed). CSMC shall respond to Licensee’s request for consent within fifteen (15) business days of receipt from Licensee of (i) a written request for consent and (ii) the relevant information CSMC may need in assessing the request regarding the proposed transaction and the potential sublicense or assignee, as the case may be. In order to preserve and protect the value of the Patent Rights and Technical InformationKnow-How, Licensee shall obtain the prior written consent of CSMC prior to entering into any sublicense or assignment with any party who is not an Acceptable Assignee under clause (a) above. For the avoidance of doubt, Licensee does not need CSMC’s written consent to enter into any sublicense or assignment with any party who is an Acceptable Assignee under clause (a) above. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any sublicenses or assignments entered into by Licensee with any Acceptable Assignee (or any other party for whom CSMC has given its prior written consent). As an express condition of any such sublicense or assignment, Licensee will be responsible for enforcing each sublicensee’s obligations, any such assignee or sublicensee shall be required to agree in writing to be bound by commercially reasonable royalty reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Licensee will be responsible for enforcing each sublicensee’s obligations Information under its sublicense and, in particular, royalty payment obligations due on such sublicensee’s sales of Products. If Licensee shall conduct one or more audits of its sublicensees or assignees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Right to Sublicense or Assign Rights. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder consistent with this Agreementto (a) an Affiliate; provided, however, that Licensee shall not sublicense or assign its rights to any part of the Patent Rights or Technical Information licensed under this Agreement, or assign its rights under this Agreement, to any entity (or b) a subsidiary of such entity) which is not a recognized biopharmaceutical, pharmaceutical or bio-diagnostic company which either (a) at the time of the sublicense or assignment has annual revenues or a market capitalization for its equity securities of at least One Hundred Million Dollars ($100,000,000), or (b) is generally recognized in such industries and which, at the time of the sublicense, has a level market capitalization of scienceat least $100,000,000; and/or (c) a party which has been approved by CSMC in writing, management and investors if such party has a market capitalization of less than $100,000,000 at the time of the sublicense, such quality as shall approval not to be acceptable to CSMC unreasonably withheld (each, an a “Acceptable AssigneePermitted Sublicensee”) on the basis of CSMC’s prior written consent (which consent shall not be unreasonably withheld or delayed). In order to preserve and protect the value of the Patent Rights and Technical Information, Licensee shall obtain the prior written consent of CSMC prior to entering into any sublicense or assignment with any party who is not an Acceptable Assignee under clause (a) above. Licensee shall also keep submit a written request for approval to CSMC’s Technology Transfer Office by electronic mail at XXXxxxXxxxxxxx@xxxx.xxx and by courier or overnight mail at the following address: 0000 X. Xxxxx Xxxxxx, Xxxxx #000, Xxx Xxxxxxx, XX 00000, and CSMC reasonably informed with respect shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any such Permitted Sublicensee shall be subject in all respects to the progress provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any relations entered into with any sublicenses or assignments entered into by Licensee with any Acceptable Assignee (or any other party for whom CSMC has given its prior written consent)such Permitted Sublicensee. As Without limiting the generality of the foregoing, as an express condition of any such sublicense or assignmentsublicense, any such assignee or sublicensee Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable royalty reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees shall have the right to further sublicense only to parties that meet the criteria set forth in the first sentence of this Section 2.2. Licensee will be responsible for enforcing each sublicenseeshall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable provided that Licensee may redact sensitive [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. confidential information that is not directly related to Licensee’s obligations under its sublicense and, in particular, royalty payment obligations due on such sublicensee’s sales to CSMC hereunder. Licensee shall also keep CSMC reasonably informed with respect to the progress of Productsany relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its sublicensees or assignees Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Right to Sublicense or Assign Rights. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder consistent with this Agreement; provided, however, that Licensee shall not sublicense or assign its rights to any part of the Patent Rights or Technical Information Know-How licensed under this Restated Agreement, or assign its rights under this Restated Agreement, to any entity (or a subsidiary of such entity) which is not a recognized biopharmaceutical, biopharmaceutical or pharmaceutical or bio-diagnostic company which is either (a) at the time of the sublicense or assignment has annual revenues or a market capitalization for its equity securities of at least One Hundred Million Dollars ($100,000,000)listed on Schedule C hereto, or (b) is generally recognized in such industries and has a level of science, management and investors of such quality as shall be acceptable to CSMC (each, an “Acceptable Assignee”) on the basis of CSMC’s prior written consent (which consent shall not be unreasonably withheld withheld). CSMC shall respond to Licensee’s request for consent within fifteen (15) business days of receipt from (i) a written request for consent and (ii) the relevant information CSMC may need in assessing the request regarding the proposed transaction and the potential sublicense or delayed)assignee, as the case may be. In order to preserve and protect the value of the Patent Rights and Technical InformationKnow-How, Licensee shall obtain the prior written consent of CSMC prior to entering into any sublicense or assignment with any party who is not an Acceptable Assignee under clause (a) above. For the avoidance of doubt, Licensee does not need CSMC’s written consent to enter into any sublicense or assignment with any party who is an Acceptable Assignee under clause (a) above. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any sublicenses or assignments entered into by Licensee with any Acceptable Assignee (or any other party for whom CSMC has given its prior written consent). As an express condition of any such sublicense or assignment, Licensee will be responsible for enforcing each sublicensee’s obligations, any such assignee or sublicensee shall be required to agree in writing to be bound by commercially reasonable royalty reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Restated Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Licensee will be responsible for enforcing each sublicensee’s obligations Information under its sublicense and, in particular, royalty payment obligations due on such sublicensee’s sales of Products. If Licensee shall conduct one or more audits of its sublicensees or assignees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Restated Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Restated Agreement.