Common use of Rights and Requirements Clause in Contracts

Rights and Requirements. LICENSEE shall have the right to sublicense the rights granted to LICENSEE under this Agreement, provided that: (a) The Sublicensee shall agree in writing to be bound, to the extent practicable, by all the provisions of this Agreement in the same manner as LICENSEE is bound; (b) LICENSEE shall remain liable to UTRF for the full and timely performance of this Agreement by any Sublicensee. No Sublicense shall relieve LICENSEE of any of its obligations under this Agreement. (c) This Agreement is in effect and LICENSEE is not in breach of its obligations under this Agreement; (d) All Sublicenses granted by LICENSEE under this Agreement shall conform to this Agreement in the following respects: i. LICENSEE shall not grant any rights to a third party that are inconsistent with LICENSEE's rights and obligations under this Agreement; ii. Any Sublicense granted by LICENSEE shall include substantially the same definitions and provisions on royalties, due diligence, confidentiality and publicity, reporting and audit requirements, indemnification, insurance and warranties, patent notices, and use of names as are agreed to in this Agreement; iii. Any act or omission of a Sublicensee which would constitute a breach of this Agreement if it were the act or omission of LICENSEE shall be deemed to be an Event of Default of this Agreement by LICENSEE, subject to the same cure provisions in favor of LICENSEE as are otherwise provided herein for breach by LICENSEE. Sublicenses shall include such other provisions as are needed to enable LICENSEE to comply with this Agreement. (e) LICENSEE shall provide UTRF with a copy of each executed Sublicense Agreement within thirty (30) days of its execution.

Rights and Requirements. LICENSEE shall have the right to sublicense the rights granted to LICENSEE under this AgreementAgreement and to permit further sublicensing by Sublicensees through multiple tiers with respect to the Licensed Patents, provided that: (a) The Sublicensee shall agree in writing to be bound, to the extent practicable, by all the provisions of this Agreement in the same manner as LICENSEE is bound; (b) LICENSEE shall remain liable to UTRF for the full and timely performance of this Agreement by any Sublicensee. No Sublicense shall relieve LICENSEE of any of its obligations under this Agreement. (c) This Agreement is in effect and LICENSEE is not in breach of its obligations under this Agreement; (d) All Sublicenses granted by LICENSEE under this Agreement shall conform to this Agreement in the following respects: i. LICENSEE shall not grant any rights to a third party that are inconsistent with LICENSEE's ’s rights and obligations under this Agreement;; [***] = Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed. ii. Any Sublicense granted by LICENSEE shall include substantially the same definitions and provisions on royalties, due diligence, confidentiality and confidentiality, publicity, reporting and reporting, audit requirements, indemnification, insurance and insurance, warranties, patent notices, and use of names as are agreed to in this Agreement; iii. Any act or omission of a Sublicensee which would constitute a breach of this Agreement if it were the act or omission of LICENSEE shall be deemed to be an Event of Default of this Agreement by LICENSEE, subject to the same cure provisions in favor of LICENSEE as are otherwise provided herein for breach by LICENSEELICENSEE (provided that if the Sublicense agreement shall provide to Sublicensee a reasonably longer cure period, that cure period shall control for purposes hereof). Sublicenses shall include such other provisions as are needed to enable LICENSEE to comply with this Agreement. (e) LICENSEE shall provide UTRF with a copy of each executed Sublicense Agreement within thirty (30) days [***] of its execution.

Rights and Requirements. LICENSEE shall have the right to sublicense the rights granted to LICENSEE under this AgreementAgreement and to permit further sublicensing by Sublicensees through multiple tiers with respect to the Licensed Patents, provided that: (a) The Sublicensee shall agree in writing to be bound, to the extent practicable, by all the provisions of this Agreement in the same manner as LICENSEE is bound; (b) LICENSEE shall remain liable to UTRF for the full and timely performance of this Agreement by any Sublicensee. No Sublicense shall relieve LICENSEE of any of its obligations under this Agreement. (c) This Agreement is in effect and LICENSEE is not in breach of its obligations under this Agreement; (d) All Sublicenses granted by LICENSEE under this Agreement shall conform to this Agreement in the following respects: i. LICENSEE shall not grant any rights to a third party that are inconsistent with LICENSEE's ’s rights and obligations under this Agreement;; [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ii. Any Sublicense granted by LICENSEE shall include substantially the same definitions and provisions on royalties, due diligence, confidentiality and confidentiality, publicity, reporting and reporting, audit requirements, indemnification, insurance and insurance, warranties, patent notices, and use of names as are agreed to in this Agreement; iii. Any act or omission of a Sublicensee which would constitute a breach of this Agreement if it were the act or omission of LICENSEE shall be deemed to be an Event of Default of this Agreement by LICENSEE, subject to the same cure provisions in favor of LICENSEE as are otherwise provided herein for breach by LICENSEELICENSEE (provided that if the Sublicense agreement shall provide to Sublicensee a reasonably longer cure period, that cure period shall control for purposes hereof). Sublicenses shall include such other provisions as are needed to enable LICENSEE to comply with this Agreement. (e) LICENSEE shall provide UTRF with a copy of each executed Sublicense Agreement within thirty (30) days [***] of its execution.

Rights and Requirements. LICENSEE shall have the right to sublicense the rights granted to LICENSEE under this Agreement, provided that: (a) The Sublicensee shall agree in writing to be bound, to the extent practicable, by all the provisions of this Agreement in the same manner as LICENSEE is bound; (b) LICENSEE shall remain liable to UTRF for the full and timely performance of this Agreement by any Sublicensee. No Sublicense shall relieve LICENSEE of any of its obligations under this Agreement. (c) This Agreement is in effect and LICENSEE is not in breach of its obligations under this Agreement; (d) All Sublicenses granted by LICENSEE under this Agreement shall conform to this Agreement in the following respects: i. LICENSEE shall not grant any rights to a third party that are inconsistent with LICENSEE's ’s rights and obligations under this Agreement; ii. Any Sublicense granted by LICENSEE shall include substantially the same definitions and provisions on royalties, due diligence, confidentiality and publicity, reporting and audit requirements, indemnification, insurance and warranties, patent notices, and use of names as are agreed to in this Agreement; iii. Any act or omission of a Sublicensee which would constitute a breach of this Agreement if it were the act or omission of LICENSEE shall be deemed to be an Event of Default of this Agreement by LICENSEE, subject to the same cure provisions in favor of LICENSEE as are otherwise provided herein for breach by LICENSEE. Sublicenses shall include such other provisions as are needed to enable LICENSEE to comply with this Agreement. (e) LICENSEE shall provide UTRF with a copy of each executed Sublicense Agreement within thirty (30) days of its execution.thirty

Rights and Requirements. LICENSEE Licensee shall have the right to sublicense the rights granted to LICENSEE Licensee under this Agreement, ; provided that: (a) The Sublicensee shall agree in writing to be bound, to the extent practicable, by all the provisions of this Agreement in the same manner as LICENSEE is bound; (b) LICENSEE Licensee shall remain liable to UTRF for the full and timely performance of this Agreement Agreement, including for any activities by any Sublicensee, including without limitation any Running Royalties due for Net Sales of a Licensed Product by any Sublicensee. No Sublicense shall relieve LICENSEE Licensee of any of its obligations under this Agreement. (cb) This Agreement is in effect and LICENSEE Licensee is not in breach of its obligations under this Agreement; (dc) All Sublicenses granted by LICENSEE Licensee under this Agreement shall conform to this Agreement in the following respects: i. LICENSEE (i) Licensee shall not grant any rights to a third party that are inconsistent with LICENSEE's Licensee’s rights and obligations under this Agreement; (ii. ) Any Sublicense granted by LICENSEE shall Licensee shall, in addition to such provisions as Licensee deems appropriate for its own benefit, include substantially the same definitions and provisions on royalties, due diligence, confidentiality and publicity, reporting and audit requirements, indemnification, insurance and warranties, patent notices, and use of names as are agreed to in consistent with Licensee’s rights and obligations under this Agreement; (iii. ) Any act or omission of a Sublicensee which would constitute a breach of this Agreement if it were the act or omission of LICENSEE Licensee shall be deemed to be defined as an Event of Default of this Agreement by LICENSEEin the Sublicense, subject to the same cure provisions in favor of LICENSEE Sublicensee as are otherwise provided herein for breach by LICENSEE. Licensee. (iv) Sublicenses shall include such other provisions as are needed to enable LICENSEE Licensee to comply with this Agreement. (ed) LICENSEE Licensee shall provide UTRF with a copy of each executed Sublicense Agreement within thirty (30) days of its execution.