Common use of Sublicense and License Requirements Clause in Contracts

Sublicense and License Requirements. Each Party will ensure that all permitted sublicenses granted under this Agreement: (a) are consistent with the terms of this Agreement, (b) include an obligation of the Sublicensee to assign to such Party all Know-How and Patent Rights invented, discovered, created, or otherwise developed by the Sublicensee that would fall within the definition of Assigned Know-How or Assigned Patent Rights if they were invented, discovered, created, or otherwise developed by such Party or its Affiliates, (c) include an obligation of the Sublicensee to assign or grant a sublicensable license to such Party of all Know-How and Patent Rights invented, discovered, created, or otherwise developed by the Sublicensee that would fall within the definition of Program Technology if they were invented, discovered, created, or otherwise developed solely by such Party or its Affiliates, (d) to the extent a Party engages a Sublicensee to Commercialize a Product, include an obligation of such Sublicensee to account for and report its Net Sales of each such Product, and (e) require the Sublicensee to comply with the obligations of the sublicensing Party contained in this Agreement, including the confidentiality and non-use obligations set forth in Article 13 (Confidentiality). Each Party will remain responsible and liable for the performance of all Affiliates and Sublicensees under their respective sublicensed rights to the same extent as if such activities were conducted by the sublicensing Party. In no event will any sublicense relieve the sublicensing Party of any of its obligations under this Agreement. The sublicensing Party will deliver to the other Party a copy of any executed sublicense agreement (redacted as necessary to protect confidential information that is not necessary to confirm compliance with this Agreement) no later than [***] following the execution thereof. Any termination of the licenses granted to a Party hereunder will cause all of the applicable Sublicensees of such Party to automatically lose the same rights under any sublicense. For clarity, any licenses or sublicenses by HMI or its Affiliates (other than to NVS and its Affiliates under this Agreement) of HMI Licensed Technology [***] licensed to NVS hereunder shall be treated as a sublicense and subject to the terms of this 4.3.4 (Sublicense and License Requirements). Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc.