Common use of Sub-licensing Clause in Contracts

Sub-licensing. 2.3.1 Acorda may sub-license or otherwise authorise one or more third parties (each a Designee) to use, import, offer for sale, promote, distribute, sell and otherwise exploit the Product in one or more countries of the Territory (but not the rights to manufacture the Product which may only be sub-licensed in accordance with the provisions of the Supply Agreement). In circumstances where the third party is entitled to, or is likely to be able to obtain, access to the CMC Section, the prior written consent of Elan shall be obtained to any sub-licence or other agreement permitted by this Article 2. 3.1 which consent shall not be unreasonably withheld or delayed. In the event that the Third Party is entitled to access to Confidential Information disclosed by Elan to Acorda, the agreement between the Third Party and Acorda shall contain obligations of confidentiality no less onerous than those set out in this Agreement. Elan shall be furnished with a copy of the proposed and the executed sub-licence or other agreement contemplated by this Article 2. 3.1 Any sub-licence or other agreement permitted by this Article 2.3.1 shall be subject to the terms of this Agreement, but excluding the right to grant a sub-licence. Acorda shall use its reasonable endeavours to ensure that Elan shall have the same rights of audit and inspection vis a vis a Designee, as Elan has pursuant to this Agreement concerning Acorda. A sub-licence may be granted by Acorda without any obligation upon the Designee to pay to Acorda or Elan any amounts other than those set out in this Agreement. 2.3.2 Insofar as the obligations owed by Acorda to Elan are concerned, Acorda shall remain responsible for all acts and omissions of any Designee as if such acts and omissions were by Acorda. Any sub-licence or other agreement permitted by Article 2.3.1 shall automatically and immediately terminate on termination of this Agreement. 2.3.3 For the avoidance of doubt, the Parties hereby confirm that In Market sales of the Product by any Designee shall constitute sales by Acorda for the purposes of Article 5.6.

Sub-licensing. 2.3.1 Acorda may CytRx shall be entitled to grant sub-license licences of its rights under the terms and conditions of Clause 2.1 of this Agreement to any person, provided that: (a) the sub-licence shall include performance and financial obligations on the sub-licensee which are at least equivalent to the obligations on CytRx under this Agreement; (b) the sub-licence shall continue following the termination of this Agreement for any reason as a licence between ICIL and the sub-licensee pursuant to clause 14.5.2, provided that if the royalties and other consideration provided for in the sub-licence are less that that provided for in this Agreement such royalties or otherwise authorise one or more third parties other consideration shall be increased to be the same as provided for in this Agreement and further provided that the sub-licensee agrees in writing to such new financial terms and to the substitution of CytRx by ICIL; (each a Designeec) to use, import, offer for sale, promote, distribute, sell and otherwise exploit the Product in one or more countries within thirty (30) days of the Territory grant of any sub-licence CytRx shall provide to ICIL a summary of the material terms of the sub-licence and a written agreement from the sub-licensee to be bound by the provisions of this Agreement to the extent applicable; (but not d) except in the case of the continuation of the licence pursuant to Clause 2.5(b) CytRx shall be responsible for any breach of the sub-licence by the sub-licensee, as if the breach had been that of CytRx under this Agreement, and CytRx shall indemnify ICIL against any loss, damages, costs, claims or expenses which are awarded against or suffered by ICIL as a result of any such breach by the sub-licensee; and (e) no sub-licence shall carry any right to sub-sub-licence all of the rights granted to manufacture CytRx under this Agreement without the Product which may only consent of ICIL (such consent not to be unreasonably withheld) save that a sub-licence can be sub-licensed in accordance with the provisions of the Supply Agreement). In circumstances where the third party is entitled to, or is likely to be able to obtain, access to the CMC Section, the prior written consent of Elan shall be obtained to any sub-licence or other agreement permitted by this Article 2. 3.1 which consent shall not be unreasonably withheld or delayed. In the event that the Third Party is entitled to access to Confidential Information disclosed by Elan to Acorda, the agreement between the Third Party and Acorda shall contain obligations of confidentiality no less onerous than those set out in this Agreement. Elan shall be furnished with a copy of the proposed and the executed sub-licence or other agreement contemplated by this Article 2. 3.1 Any sub-licence or other agreement permitted by this Article 2.3.1 shall be subject to the terms of this Agreement, but excluding the right to grant a sub-licence. Acorda shall use its reasonable endeavours to ensure that Elan shall have the same rights of audit and inspection vis a vis a Designee, as Elan has pursuant to this Agreement concerning Acorda. A sub-licence may be granted by Acorda without any obligation upon the Designee to pay to Acorda or Elan any amounts other than those set out in this Agreement. 2.3.2 Insofar as the obligations owed by Acorda to Elan are concerned, Acorda shall remain responsible for all acts and omissions of any Designee as if such acts and omissions were by Acorda. Any sub-licence or other agreement permitted by Article 2.3.1 shall automatically and immediately terminate on termination of this Agreement. 2.3.3 For the avoidance of doubt, the Parties hereby confirm that In Market sales of the Product by any Designee shall constitute sales by Acorda for the purposes of Article 5.6manufacture or co-marketing without the consent of ICIL.

Sub-licensing. 2.3.1 Acorda Zogenix shall be entitled to grant sub-licenses in respect of its rights to the Elan Intellectual Property granted pursuant to Clause 2.1, subject to the following conditions: 2.2.1 With respect to Technological Competitors, Zogenix must obtain Elan’s prior written consent, which may be withheld at Elan’s sole discretion. If consent is granted by Elan, Zogenix shall, amongst other matters, make Elan whole for any tax consequence associated with such sub-license; 2.2.2 With respect to all other entities, Zogenix must satisfy the following conditions: 2.2.2.1 Zogenix shall promptly provide Elan with written notice of each sub-license or otherwise authorise one or more third parties (each a Designee) to use, import, offer for sale, promote, distribute, sell hereunder and otherwise exploit the Product in one or more countries of the Territory (but not the rights to manufacture the Product which may only be sub-licensed in accordance with the provisions of the Supply Agreement). In circumstances where the third party is entitled to, or is likely to be able to obtain, access to the CMC Section, the prior written consent of shall provide Elan shall be obtained to any sub-licence or other agreement permitted by this Article 2. 3.1 which consent shall not be unreasonably withheld or delayed. In the event that the Third Party is entitled to access to Confidential Information disclosed by Elan to Acorda, the agreement between the Third Party and Acorda shall contain obligations of confidentiality no less onerous than those set out in this Agreement. Elan shall be furnished with a complete copy of the proposed and the executed written agreement entered into with any such sub-licence licensee (save for the financial or other agreement contemplated by this Article 2.confidential business terms which may be redacted); 3.1 Any 2.2.2.2 Zogenix shall make Elan whole for any tax consequence associated with each such sub-licence or other agreement permitted by this Article 2.3.1 license; 2.2.2.3 Zogenix shall be subject liable to Elan for the acts and omissions of the sub-licensee; 2.2.2.4 Zogenix shall enter into a written agreement with each sub-licensee which: 2.2.2.5 is consistent with the terms of this AgreementAgreement insofar as they are applicable, mutatis mutandis, but excluding the right to grant a sub-licence. Acorda shall use its reasonable endeavours sublicense; 2.2.2.6 contains terms that are no less restrictive than those contained in this Agreement on audit, inspection, and confidentiality; and contains terms to ensure that the sublicense agreement terminates when this Agreement terminates or expires. 2.2.2.7 Zogenix shall also ensure that Elan Confidential Information is only disclosed to permitted sub-licensees to the extent that such sublicensee needs it to fulfil obligations and exercise rights under their sublicense agreement. Under no circumstances shall any permitted sub-licensee or any other Third Party be allowed access to CMC data without the prior written consent of Elan and Elan shall have be entitled to require that there be a direct contractual relationship between the same rights of audit and inspection vis a vis a Designee, as Elan has pursuant to this Agreement concerning Acorda. A sub-licence may be granted by Acorda without any obligation upon the Designee to pay to Acorda or licensee and Elan any amounts other than those set out in this Agreementsuch circumstances. 2.3.2 Insofar as the obligations owed by Acorda to Elan are concerned, Acorda shall remain responsible for all acts and omissions of any Designee as if such acts and omissions were by Acorda. Any sub-licence or other agreement permitted by Article 2.3.1 shall automatically and immediately terminate on termination of this Agreement. 2.3.3 For the avoidance of doubt, the Parties hereby confirm that In Market sales of the Product by any Designee shall constitute sales by Acorda for the purposes of Article 5.6.

Sub-licensing. 2.3.1 Acorda may The Licensee shall be entitled to grant sub-license or otherwise authorise one or more third parties (each a Designee) to use, import, offer for sale, promote, distribute, sell and otherwise exploit the Product in one or more countries licences of the Territory (but not the its rights to manufacture the Product which may only be sub-licensed in accordance with the provisions of the Supply Agreement). In circumstances where the third party is entitled to, or is likely to be able to obtain, access to the CMC Section, the prior written consent of Elan shall be obtained under this Agreement to any person, provided that: (a) the sub-licence or other agreement permitted by shall include obligations on the sub-licensee which are equivalent to the obligations on the Licensee under this Article 2. 3.1 which consent shall not be unreasonably withheld or delayed. In the event Agreement and limitations of liability that the Third Party is entitled are equivalent to access to Confidential Information disclosed by Elan to Acorda, the agreement between the Third Party and Acorda shall contain obligations of confidentiality no less onerous than those set out in this Agreement. Elan ; (b) without the prior written consent of UCLB (such consent not to be unreasonably delayed or withheld), the Licensee shall be furnished not enter into any agreement with a copy sub-licensee that provides for the payment of any consideration that would be fairly attributable to the grant of the proposed and the executed sub-licence or other agreement contemplated by this Article 2.than (i) royalties based on the sale of Licensed Products, and/or (ii) conventional milestones to be paid on the achievement of stages of product development prior to commercial sale (such as those stages set out in Clause 4.2); 3.1 Any (c) within 30 days of the grant of any sub-licence or the Licensee shall provide to UCLB a true copy of it (with confidential information redacted, other agreement permitted by this Article 2.3.1 than to the extent necessary to determine the financial obligations of Licensee hereunder regarding such sub-license); and (d) the Licensee shall be subject to responsible for any breach of the terms sub-licence by the sub-licensee, as if the breach had been that of Licensee under this Agreement; and (e) Upon any termination of this Agreement, but excluding the right to UCLB shall grant a direct license to any sub-licence. Acorda shall use its reasonable endeavours to ensure that Elan shall have license of Licensee hereunder having the same rights of audit and inspection vis a vis a Designee, scope as Elan has pursuant to this Agreement concerning Acorda. A such sub-licence may be granted by Acorda without any obligation upon the Designee license and on terms and conditions no less favorable to pay to Acorda or Elan any amounts other than those set out in this Agreement. 2.3.2 Insofar as the obligations owed by Acorda to Elan are concerned, Acorda shall remain responsible for all acts and omissions of any Designee as if such acts and omissions were by Acorda. Any sub-licence or other agreement permitted by Article 2.3.1 shall automatically licensee than the terms and immediately terminate on termination conditions of this Agreement, provided that such sub-licensee is not in any uncured default of any applicable obligations under this Agreement and agrees in writing to be bound by the terms and conditions of such direct license. 2.3.3 For the avoidance of doubt, the Parties hereby confirm that In Market sales of the Product by any Designee shall constitute sales by Acorda for the purposes of Article 5.6.

Sub-licensing. 2.3.1 Acorda (A) Except as provided in this sub-clause 9.1, neither the Seller Licenses nor the Purchaser Licenses shall be sublicensable to any third party and neither party shall exercise its make or have made rights with the purpose or effect of circumventing the foregoing limitation. (B) Notwithstanding the foregoing: (i) any party licensed hereunder may sublicense the rights and licenses granted to it hereunder to its Controlled Entities (i) for so long as any such entity is a Controlled Entity of such party, (ii) provided that any such sublicensed entity shall not have a sublicense that is broader in scope than the rights granted under this Agreement and (iii) provided that such sublicense is subject to all of the restrictions set out in this Agreement on the party granting such sublicense; and (ii) in the event the Seller licenses its [***], the Seller may grant a [***]. (C) The Purchaser Licensees shall not sublicense the [***] to third parties except [***]. (D) The Purchaser Licensees shall not sub-license the [***], provided that this restriction does not prevent the Purchaser Licensees from providing data services as otherwise set forth in this Agreement. (E) Without limiting the foregoing neither party is licensed under the Purchaser Licenses or otherwise authorise one the Seller Licenses to act as a foundry or more contract manufacturer for a third parties (each party or to make any product for a Designee) to use, import, offer for sale, promote, distribute, sell and otherwise exploit the Product in one or more countries third party where a material portion of the Territory Semiconductor IP or other design of such product is not contributed by any Purchaser Licensee. (but F) Notwithstanding the foregoing, it is understood that the design (and have designed) by the Purchaser of an [***] for, and the manufacture (and have manufactured) and supply by the Purchaser Licensee of such [***] is in encrypted form or hard macro form only, and not in the rights to manufacture the Product which may only be sub-licensed in accordance form of source code or [***] Information has been omitted and filed separately with the provisions of the Supply Agreement)Securities and Exchange Commission. In circumstances where the third party is entitled to, or is likely to be able to obtain, access Confidential Treatment has been requested with respect to the CMC Sectionomitted portions. other modifiable form (except (i) for the minimum amount required solely for integration and interfacing with such [***] or (ii) with the Seller’s consent, the prior written such consent of Elan shall be obtained not to any sub-licence or other agreement permitted by this Article 2. 3.1 which consent shall not be unreasonably withheld or delayed. In ), and applicable interfacing documentation and other high-level documentation) to that third party (including any third party providing design services to such third party for the event that sole benefit of such third party), including where such [***] provided or licensed to a Purchaser Licensee by such third party, shall not be considered the Third Party is entitled grant to access to Confidential Information disclosed such third party of a sublicense by Elan to Acorda, the agreement between the Third Party and Acorda shall contain obligations of confidentiality no less onerous than those set out in a Purchaser Licensee prohibited by this Agreement. Elan shall be furnished with a copy of the proposed and the executed sub-licence or other agreement contemplated by this Article 2clause 9.1. 3.1 Any sub-licence or other agreement permitted by this Article 2.3.1 shall be subject to the terms of this Agreement, but excluding the right to grant a sub-licence. Acorda shall use its reasonable endeavours to ensure that Elan shall have the same rights of audit and inspection vis a vis a Designee, as Elan has pursuant to this Agreement concerning Acorda. A sub-licence may be granted by Acorda without any obligation upon the Designee to pay to Acorda or Elan any amounts other than those set out in this Agreement. 2.3.2 Insofar as the obligations owed by Acorda to Elan are concerned, Acorda shall remain responsible for all acts and omissions of any Designee as if such acts and omissions were by Acorda. Any sub-licence or other agreement permitted by Article 2.3.1 shall automatically and immediately terminate on termination of this Agreement. 2.3.3 For the avoidance of doubt, the Parties hereby confirm that In Market sales of the Product by any Designee shall constitute sales by Acorda for the purposes of Article 5.6.

Sub-licensing. 2.3.1 Acorda may Amarin shall be entitled, subject to [*] to grant sub-license or otherwise authorise one or more third parties licenses in respect of the Elan Intellectual Property to import, export, have imported, have exported, use (each a Designee) to use, importother than formulation development activities), offer for sale, promote, distribute, sale and sell and otherwise exploit the Product in the Field in one or more countries of the Territory (but not the rights to manufacture the Product which may only be Territory. Any grant of sub-licensed in accordance with the provisions of the Supply Agreement). In circumstances where the third party is entitled to, or is likely to be able to obtain, access to the CMC Section, the prior written consent of Elan license shall be obtained to any sub-licence or other agreement permitted by this Article 2. 3.1 which consent shall not be unreasonably withheld or delayed. In the event that the Third Party is entitled to access to Confidential Information disclosed by Elan to Acorda, the agreement between the Third Party and Acorda shall contain obligations of confidentiality no less onerous than those set out in this Agreement. Elan shall be furnished with a copy of the proposed and the executed sub-licence or other agreement contemplated by this Article 2. 3.1 Any sub-licence or other agreement permitted by this Article 2.3.1 shall also be subject to the following conditions: 2.3.1 Amarin shall grant one sub-license only per country except as required by law; 2.3.2 Amarin shall not grant a sub-license to a Technological Competitor, nor in circumstances which cause a material adverse tax consequence to Elan which is not fully compensated for by Amarin; 2.3.3 Amarin shall remain responsible for all payments due to Elan under this Agreement; 2.3.4 Any sub-license granted shall be in the same terms as the terms of this AgreementAgreement insofar as they are applicable, mutatis mutandis, but excluding the right to grant a sub-licence. Acorda license; provided that the sub-licence need not contain obligations with respect to diligence in marketing and promotion efforts, provided further that nothing herein shall prejudice Amarin’s obligations in respect thereof (including in that part of the territory sub-licensed); 2.3.5 Amarin shall use its reasonable endeavours efforts to ensure that obtain for Elan shall have the same rights of audit and inspection vis-à-vis a vis a Designee, sub-licensee as Elan has vis-à-vis Amarin pursuant to this Agreement concerning Acorda. A Agreement; provided, however, if Amarin does not obtain such rights for Elan with respect to a sub-licence may be granted by Acorda without any obligation licensee, Amarin shall obtain such rights for itself with respect to such sub-licensee and shall promptly exercise such rights upon the Designee to pay to Acorda or Elan any amounts other than those set out in this Agreementwritten request of Elan. 2.3.2 Insofar as the obligations owed by Acorda 2.3.6 Amarin shall be liable to Elan are concerned, Acorda shall remain responsible for all acts and omissions of any Designee sub-licensee as if though such acts and omissions were by Acorda. Any Amarin. 2.3.7 Amarin shall undertake to protect the confidentiality of Elan’s formulation, engineering and manufacturing processes for the Product Intermediate and the Product in its dealings with permitted sub-licence or other agreement licensees and shall not disclose any information from the CMC Section to any third party, including a permitted by Article 2.3.1 shall automatically and immediately terminate on termination sub-licensee, without the prior written consent of this AgreementElan. 2.3.3 For the avoidance of doubt, the Parties hereby confirm that In Market sales of the Product by any Designee shall constitute sales by Acorda for the purposes of Article 5.6.