Common use of Sublicense Agreements Clause in Contracts

Sublicense Agreements. Company shall ensure that any Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. Company shall furnish Broad with a fully-executed copy of any Sublicense promptly after execution of such Sublicense; provided that, Company may redact from such copy confidential terms of such Sublicense that relate to the technical characteristics of any product or service or otherwise are not necessary for Broad to monitor compliance by Company or such Sublicense with the terms and conditions of this Agreement. For clarity, Broad shall use any such copies of Sublicenses solely for the purpose of monitoring Company’s and Sublicensees’ compliance with their obligations and enforcing Broad’s rights under this Agreement in relation thereto. Any Sublicense shall require a written agreement, which shall be subject and subordinate to the terms and conditions of this Agreement, and shall contain terms sufficient to enable Company to comply with this Agreement, including the following: 2.5.2.1 a requirement that Sublicensee indemnify, defend and hold harmless Indemnitees, and carry insurance, under the same terms as are set forth in Article 9 of this Agreement; 2.5.2.2 a statement that Broad is an intended third party beneficiary of such Sublicense for the purpose of enforcing all patent challenge, indemnification and insurance provisions of such Sublicense and enforcing the right to terminate such Sublicense for breach of such provisions; 2.5.2.3 a provision stating that in the event Sublicensee directly or indirectly brings, assumes, or participates in, or knowingly, willfully or recklessly assists in bringing, a Patent Challenge then Company shall be entitled to terminate the Sublicense; 2.5.2.4 a provision specifying that, in the event of termination of the licenses set forth in Section 2.1 in whole or in part (e.g., as to one license or the other, or as to termination in a particular country), any existing Sublicense agreement shall terminate to the same extent of such terminated license, subject to Sublicensee’s right to receive a Direct License from Broad in accordance with Section 10.3.1.2 hereof; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.5.2.5 a provision specifying that Sublicensee may only sublicense its rights under such Sublicense agreement through [***] (other than to Affiliates of the Sublicensee and other than may be agreed in writing by Broad) and that such sub-sublicenses are subject to all restrictions on the granting of Sublicenses herein; 2.5.2.6 a provision requiring Sublicensee to comply with Section 8.1 and Section 11.2 of this Agreement; and 2.5.2.7 a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Broad, except that Sublicensee may assign the Sublicense agreement without such prior written consent to the same extent Company may assign this Agreement under Section 11.14.

Sublicense Agreements. Company 4.2.1. Subject to Section 4.1, Licensee shall ensure that grant any Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. Company shall furnish Broad with a fully-executed copy of any Sublicense promptly after execution of such Sublicense; provided that, Company may redact from such copy confidential terms of such Sublicense that relate Sublicenses pursuant to the technical characteristics of any product or service or otherwise are not necessary for Broad to monitor compliance by Company or such Sublicense with the terms and conditions of this Agreement. For clarity, Broad shall use any such copies of Sublicenses solely for the purpose of monitoring Company’s and Sublicensees’ compliance with their obligations and enforcing Broad’s rights under this Agreement in relation thereto. Any Sublicense shall require a written agreementagreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, and shall contain terms sufficient to enable Company to comply with this Agreementamong other things, including the following: 2.5.2.1 a requirement that Sublicensee indemnify, defend and hold harmless Indemnitees, and carry insurance, 4.2.1.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under the same terms as are set forth in Article 9 of this Agreement; 2.5.2.2 4.2.1.2. a statement section substantially the same as Section 12.2 of this Agreement, which also shall state that Broad is an the Indemnitees are intended third party beneficiary beneficiaries of such Sublicense agreement for the purpose of enforcing all patent challenge, indemnification and insurance provisions of such Sublicense and enforcing the right to terminate such Sublicense for breach of such provisionsindemnification; 2.5.2.3 4.2.1.3. a provision stating that in the event Sublicensee directly or indirectly brings, assumes, or participates in, or knowingly, willfully or recklessly assists in bringing, a Patent Challenge then Company shall be entitled to terminate the Sublicense; 2.5.2.4 a provision specifying clarifying that, in the event of termination of the licenses license grant set forth in Section 2.1 3.1 in whole or in part (e.g., as termination with respect to one license or the other, or as to termination in a particular countryLicensed Product or Licensed Process), any existing Sublicense agreement shall (i) terminate to the same extent of such terminated license, subject to license grant or (ii) upon prior written approval of CHOP and upon the Sublicensee’s right to receive written request made within sixty (60) days after such termination of the license grant, Sublicensee and CHOP may enter into a Direct License from Broad direct license agreement; provided that CHOP may withhold such prior written approval in accordance with Section 10.3.1.2 hereofits sole discretion; CONFIDENTIAL TREATMENT REQUESTEDand provided further that entering into any such direct license agreement is contingent upon acceptance by the Sublicensee of all terms and provisions that CHOP, in its sole discretion, determines are necessary or desirable under the circumstances; 4.2.1.4. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.5.2.5 a provision specifying that prohibiting the Sublicensee may only sublicense from sublicensing its rights under such Sublicense agreement through [***] (other than to Affiliates of the Sublicensee and other than may be agreed in writing by Broad) and that such sub-sublicenses are subject to all restrictions on the granting of Sublicenses herein; 2.5.2.6 a provision requiring Sublicensee to comply with Section 8.1 and Section 11.2 of this AgreementSublicense; and 2.5.2.7 4.2.1.5. a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of BroadCHOP, except that Sublicensee may assign the Sublicense agreement without to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such prior written consent Sublicense agreement. 4.2.2. Notwithstanding the foregoing, Licensee’s execution of a Sublicense agreement pursuant to the same extent Company may assign this Section 4.2 shall not relieve Licensee of any of its obligations under this Agreement. Licensee shall be liable to CHOP for any act or omission of an Affiliate or other Sublicensee of Licensee that would be a breach of this Agreement under Section 11.14if performed or omitted by Licensee, and Licensee shall be deemed in breach of this Agreement as a result of such act or omission.

Sublicense Agreements. Company shall ensure that any Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. Company shall furnish Broad with a fully-executed copy of any Sublicense promptly after execution of such Sublicense; provided that, Company may redact from such copy confidential terms of such Sublicense that relate to the technical characteristics of any product or service or otherwise are not necessary for Broad to monitor compliance by Company or such Sublicense with the terms and conditions of this Agreement. For clarity, Broad shall use any such copies of Sublicenses solely for the purpose of monitoring Company’s and Sublicensees’ compliance with their obligations and enforcing Broad’s rights under this Agreement in relation thereto. Any Sublicense shall require a written agreement, which shall be subject and subordinate to the terms and conditions of this Agreement, and shall contain terms sufficient to enable Company to comply with this Agreement, including the following: 2.5.2.1 a requirement that Sublicensee indemnify, defend and hold harmless Indemnitees, and carry insurance, under the same terms as are set forth in Article 9 of this Agreement; 2.5.2.2 a statement that Broad is an intended third party beneficiary of such Sublicense for the purpose of enforcing all patent challenge, indemnification and insurance provisions of such Sublicense and enforcing the right to terminate such Sublicense for breach of such provisions; 2.5.2.3 a provision stating that in the event Sublicensee directly or indirectly brings, assumes, or participates in, or knowingly, willfully or recklessly assists in bringing, a Patent Challenge then Company shall be entitled to terminate the Sublicense; 2.5.2.4 a provision specifying that, in the event of termination of the licenses set forth in Section 2.1 in whole or in part (e.g., as to one license or the other, or as to termination in a particular country), any existing Sublicense agreement shall terminate to the same extent of such terminated license, subject to Sublicensee’s right to receive a Direct License from Broad in accordance with Section 10.3.1.2 hereof; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; 2.5.2.5 a provision specifying that Sublicensee may only sublicense its rights under such Sublicense agreement through [***] (other than to Affiliates of the Sublicensee and other than may be agreed in writing by Broad) and that such sub-sublicenses are subject to all restrictions on the granting of Sublicenses herein; 2.5.2.6 a provision requiring Sublicensee to comply with Section 8.1 and Section 11.2 of this Agreement; and 2.5.2.7 a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Broad, except that Sublicensee may assign the Sublicense agreement without such prior written consent to the same extent Company may assign this Agreement under Section 11.14.

Sublicense Agreements. Company Licensee shall ensure that any Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. Company shall furnish Broad with a fully-executed copy of any Sublicense promptly after execution of such Sublicense; provided that, Company may redact from such copy confidential terms of such Sublicense that relate grant sublicenses pursuant to the technical characteristics of any product or service or otherwise are not necessary for Broad to monitor compliance by Company or such Sublicense with the terms and conditions of this Agreement. For clarity, Broad shall use any such copies of Sublicenses solely for the purpose of monitoring Company’s and Sublicensees’ compliance with their obligations and enforcing Broad’s rights under this Agreement in relation thereto. Any Sublicense shall require a written agreementagreements, which shall will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, and shall contain terms sufficient to enable Company to comply with this Agreementamong other things, including the following: 2.5.2.1 2.4.2.1 all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.4.2.2 a requirement that section requiring Sublicensee to indemnify, defend and hold harmless IndemniteesIndemnitees and HHMI Indemnitees harmless, and carry insurance, under the same terms as are set forth in Article 9 of this AgreementAgreement (which obligation to indemnify, defend, and hold harmless, to avoid doubt, may be limited to the activities under the Sublicense (e.g., the Sublicensee shall not be required to indemnify for activities arising under other unrelated Sublicenses to unrelated Third Parties)), which also will state that the Indemnitees and HHMI Indemnitees are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.5.2.2 2.4.2.3 a statement that Broad Harvard is an intended third party beneficiary of such Sublicense for the purpose of enforcing all patent challenge, indemnification indemnification, and insurance provisions of such Sublicense and enforcing the right to terminate such Sublicense for breach of the patent challenge, indemnification and insurance provisions of such Sublicense; and a statement that HHMI is an intended third party beneficiary of such Sublicense for the purpose of enforcing HHMI’s rights, including indemnification and insurance provisions, under this Agreement; 2.5.2.3 2.4.2.4 a provision stating that in the event Sublicensee directly or indirectly brings, assumes, or participates in, or knowingly, willfully or recklessly assists in bringing, a Patent Challenge then Company Licensee shall be entitled to terminate the Sublicense; 2.5.2.4 2.4.2.5 a provision specifying clarifying that, in the event of termination of the licenses set forth in Section 2.1 (in whole or in part (e.g., as to one license or the other, or as to termination in a particular country)), any existing Sublicense agreement shall terminate to the same extent of such terminated license, subject to Sublicensee’s right to receive a Direct License from Broad in accordance with Section 10.3.1.2 hereof; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; 2.5.2.5 2.4.2.6 a provision specifying that prohibiting the Sublicensee may only sublicense from sublicensing its rights under such Sublicense agreement through more than [***] (other than to Affiliates of the Sublicensee and other than may be agreed in writing by Broad) and additional tiers, provided that such sub-sublicenses are subject to all restrictions on further Sublicense also shall comply with the granting terms of Sublicenses hereinthis Section 2.4; 2.5.2.6 2.4.2.7 a provision requiring the Sublicensee to notify Licensee of the achievement of each milestone described in Section 4.3.1 within [**] days after such achievement; 2.4.2.8 a provision requiring the Sublicensee to comply with Section 8.1 (Compliance with Law) and Section 11.2 11.4 (Use of Name) of this Agreement; 2.4.2.9 a provision requiring the Sublicensee to agree that it shall not use the Patent Rights for Human Germline Modification; and 2.5.2.7 2.4.2.10 a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of BroadHarvard, except that Sublicensee may assign the Sublicense agreement without to a successor in connection with the merger, consolidation or sale, lease or other transfer of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such prior written consent to the same extent Company may assign this Agreement under Section 11.14Sublicense agreement.

Sublicense Agreements. Company shall ensure that Licensee may grant sublicenses of any Sublicense shall be on terms or all of its rights under Section 2.1; provided, Licensee shall: (a) notify Licensor of any proposed grant of a sublicense (or amendments thereto) and conditions in compliance with and not inconsistent with provide to the terms of this Agreement. Company shall furnish Broad with Licensor a fully-executed copy of each proposed draft sublicense agreement (or amendments thereto) granting a third party the right to market and/or sell any Sublicense promptly after Licensed Product(s) (each a “Sublicense,” and each such third party, a “Sublicensee”) at least seven (7) calendar days prior to the execution of such Sublicense; provided that, Company may redact from such copy confidential terms (b) obtain each Sublicensee’s written agreement to be bound by the provisions of Sections 2.3, 3.2, 3.4, 3.5, 3.6, 7, 8 and 9 of this Agreement and (c) not be relieved of any of its obligations hereunder as a consequence of such Sublicense that relate to the technical characteristics of any product or service or otherwise are not necessary for Broad to monitor compliance by Company or such Sublicense with the terms and conditions of this Agreementsublicense(s). For clarity, Broad shall use any such copies of Sublicenses solely for the purpose of monitoring Company’s and Sublicensees’ compliance with their obligations and enforcing Broad’s rights under this Agreement in relation thereto. Any Sublicense shall require a written agreement, which shall be subject and subordinate to the terms and conditions Upon termination of this Agreement, Licensee must provide notice of such termination to each Sublicensee under this Agreement within ten (10) business days. Any Sublicense that was in effect immediately prior to such termination, and such Sublicensee’s rights under such Sublicense will only survive with WSU as the Sublicensee’s direct licensor if (i) such Sublicensee is not the cause of breach that resulted in termination of this Agreement and is not itself in breach of obligation under its sublicense or this Agreement; (ii) within ten (10) business days after receipt of notice of termination of this Agreement, such Sublicensee provides written notice to WSU of its election to continue its Sublicense as a direct license from WSU and of its agreement to assume all obligations, including without limitation, obligations for payment, contained in its Sublicense agreement; and (iii) WSU, at its sole discretion, consents in writing to such election. The royalties payable to WSU in respect to Sublicenses are set forth in Sections 3.2 and 3.3. WSU shall contain terms sufficient have the right to enable Company receive unredacted copies of Sublicenses and all relevant reports received from Sublicensees, and redacted copies containing confidential information unrelated to comply the license granted herein so long as the redacted information does not prevent WSU from enforcing any of its rights. To the extent any terms, conditions or limitations of any Sublicense agreement are inconsistent with this Agreement, including the following: 2.5.2.1 a requirement that Sublicensee indemnifythose terms, defend conditions and hold harmless Indemnitees, limitations are null and carry insurance, under the same terms as are set forth in Article 9 of this Agreement; 2.5.2.2 a statement that Broad is an intended third party beneficiary of such Sublicense for the purpose of enforcing all patent challenge, indemnification and insurance provisions of such Sublicense and enforcing the right to terminate such Sublicense for breach of such provisions; 2.5.2.3 a provision stating that in the event Sublicensee directly or indirectly brings, assumes, or participates in, or knowingly, willfully or recklessly assists in bringing, a Patent Challenge then Company shall be entitled to terminate the Sublicense; 2.5.2.4 a provision specifying that, in the event of termination of the licenses set forth in Section 2.1 in whole or in part (e.g., as to one license or the other, or as to termination in a particular country), any existing Sublicense agreement shall terminate to the same extent of such terminated license, subject to Sublicensee’s right to receive a Direct License from Broad in accordance with Section 10.3.1.2 hereof; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDvoid against WSU. 2.5.2.5 a provision specifying that Sublicensee may only sublicense its rights under such Sublicense agreement through [***] (other than to Affiliates of the Sublicensee and other than may be agreed in writing by Broad) and that such sub-sublicenses are subject to all restrictions on the granting of Sublicenses herein; 2.5.2.6 a provision requiring Sublicensee to comply with Section 8.1 and Section 11.2 of this Agreement; and 2.5.2.7 a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Broad, except that Sublicensee may assign the Sublicense agreement without such prior written consent to the same extent Company may assign this Agreement under Section 11.14.