Common use of Sublicense Requirements Clause in Contracts

Sublicense Requirements. LICENSEE shall have the right to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC prior written consent, which shall not be unreasonably withheld. LICENSEE shall provide WVURC with a near final, un-redacted (if possible) copy of such SUBLICENSE agreement fifteen (15) calendar days prior to the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and a copy of each fully executed SUBLICENSE agreement within thirty (30) calendar days of the final execution of such SUBLICENSE agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE, LICENSEE shall provide the least redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article. For the avoidance of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the SUBJECT TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle SUBJECT TECHNOLOGIES with any of its other assets in any agreement without WVURC prior written permission.

Sublicense Requirements. LICENSEE Any sublicense granted by a Party pursuant to this Agreement shall be subject to the following: (a) each sublicense granted hereunder by a Party shall be consistent with the requirements of this Agreement; (b) any transfer of rights between Celgene and its Affiliates shall not be deemed a sublicense by Celgene but shall be deemed a direct license by Agios to Celgene’s Affiliate; provided that Celgene shall remain responsible for the activities of its Affiliate; (c) a Party’s or its Affiliates’ Third Party sublicensees shall have the no right to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC further sublicenses without the other Party’s prior written consent, which consent shall not be unreasonably withheld. LICENSEE shall provide WVURC with a near final, un-redacted conditioned or delayed; (if possibled) copy of such SUBLICENSE agreement fifteen (15) calendar days prior to the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and a copy of each fully executed SUBLICENSE agreement within thirty (30) calendar days of the final execution of such SUBLICENSE agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE, LICENSEE shall provide the least redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE (a) Party shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate primarily liable for any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) failure by its sublicensees to comply with all applicable terms of relevant restrictions, limitations and obligations in this Agreement Agreement; (except for payment obligations, for which LICENSEE shall remain financially responsible); e) such sublicense must be granted pursuant to a written sublicense agreement and (d) shall prohibit further sublicensing except on terms consistent such Party must provide the other Party with this Article. For the avoidance of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability copy of any of the SUBJECT TECHNOLOGIES before any courtsublicense agreement entered into under Sections 8.4(c), arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES8.4(d), and LICENSEE 8.4(e) above within [**] days after the execution of such sublicense agreement; provided that any such copy may be redacted to remove any confidential, proprietary or competitive information, but such copy shall not be redacted to the extent that it impairs the other Party’s ability to ensure its SUBLICENSEE complies compliance with all relevant provisions of this Agreement. LICENSEE Such sublicense agreement shall be treated as Confidential Information of the sublicensing Party; and (f) except as otherwise provided in the sublicense agreement, if this Agreement terminates for any reason, any Third Party sublicensee of Celgene shall, from the effective date of such termination, automatically become a direct licensee of Agios with respect to the rights licensed to Celgene hereunder and sublicensed to the sublicensee by Celgene; provided, however, that such sublicensee is not bundle SUBJECT TECHNOLOGIES with any in breach of its other assets in any sublicense agreement without WVURC prior written permissionand continues to perform thereunder.

Sublicense Requirements. LICENSEE shall have the right Each sublicense granted pursuant to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC prior written consentSection 2.2 (each, which shall not be unreasonably withheld. LICENSEE shall provide WVURC with a near final, un-redacted (if possible“Sublicense”) copy of such SUBLICENSE agreement fifteen (15) calendar days prior to the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and a copy of each fully executed SUBLICENSE agreement within thirty (30) calendar days of the final execution of such SUBLICENSE agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE, LICENSEE shall provide the least redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE shall: (a) shall be in writing and writing; (b) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (bc) shall not diminishrequire its Affiliates, reduce or eliminate any the Third Party who is a party to such Sublicense (such party, the “Sublicensee”) to assign Intellectual Property in accordance with Section 11.2.2; (d) require the Sublicensee to comply with the Anti-Corruption Laws and the Anti-Corruption Policies; and (e) only be granted pursuant to an arm’s length transaction for fair market value consideration (except for Sublicenses granted (i) to Licensee’s Affiliates for (and only for) so long as such Affiliates remain Licensee’s Affiliates, or (ii) to Licensee’s subcontractors solely for purpose of LICENSEEperforming Licensee’s obligations under this Agreement; ). Licensee will provide Zenas with a written notice of any sublicense granted by Licensee pursuant to this Section 2.2 to any Affiliates or Third Party (cnot including subcontractors of Licensee) no later than [***] after the effective date thereof and will provide Zenas with a true and complete copy of each Third Party sublicense agreement, except that Licensee may redact any confidential or proprietary information contained therein (including financial terms) that is not necessary for Zenas to determine compliance with this Agreement. Licensee shall require the SUBLICENSEE(s) to comply with remain liable for, and obligated to, perform all applicable terms of its obligations under this Agreement (except for payment obligations, for which LICENSEE and shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article. For the avoidance of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the SUBJECT TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and be liable for the performance of, and any acts, omissions or breaches by, each of its SUBLICENSEE (including without limitation, making all payments due to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES), and LICENSEE Sublicensees. Licensee shall ensure that each of its SUBLICENSEE Sublicensees complies with all relevant provisions of this Agreement. LICENSEE For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to Zenas under this Agreement, and (ii) Licensee shall not bundle SUBJECT TECHNOLOGIES with cause each Sublicensee (including each tier of Sublicensee) to be subject to the negative and restrictive covenants set forth in Section 2.1.2. Licensee hereby expressly waives any of its other assets in requirement that Zenas exhaust any agreement without WVURC right, power or remedy, or proceed against a Sublicensee, for any obligation or performance hereunder prior written permissionto proceeding directly against Licensee.

Sublicense Requirements. LICENSEE shall have the right Each sublicense granted pursuant to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC prior written consentSection 2.2 (each, which shall not be unreasonably withheld. LICENSEE shall provide WVURC with a near final, un-redacted (if possible“Sublicense”) copy of such SUBLICENSE agreement fifteen (15) calendar days prior to the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and a copy of each fully executed SUBLICENSE agreement within thirty (30) calendar days of the final execution of such SUBLICENSE agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE, LICENSEE shall provide the least redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE shall: (a) shall be in writing and writing; (b) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (bc) shall not diminishrequire its Affiliates, reduce or eliminate any the Third Party who is a party to such Sublicense (such party, the “Sublicensee”) to assign Intellectual Property in accordance with Section 12.2.2; (d) require the Sublicensee to comply with the Anti-Corruption Laws and the Anti-Corruption Policies; and (e) only be granted pursuant to an arm’s length transaction for fair market value consideration (except for Sublicenses granted (i) to Licensee’s Affiliates for (and only for) so long as such Affiliates remain Licensee’s Affiliates, or (ii) to Licensee’s subcontractors solely for purpose of LICENSEEperforming Licensee’s obligations under this Agreement; ). Licensee will provide XENCOR with a written notice of any sublicense granted by Licensee pursuant to this Section 2.2 to any Affiliates or Third Party (cnot including subcontractors of Licensee) no later than [***] after the effective date thereof and will provide XENCOR with a true and complete copy of each Third Party sublicense agreement, except that Licensee may redact any confidential or proprietary information contained therein that is not necessary for XENCOR to determine compliance with this Agreement. Licensee shall require the SUBLICENSEE(s) to comply with remain liable for, and obligated to, perform all applicable terms of its obligations under this Agreement (except for payment obligations, for which LICENSEE and shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article. For the avoidance of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the SUBJECT TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and be liable for the performance of, and any acts, omissions or breaches by, each of its SUBLICENSEE (including without limitation, making all payments due to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES), and LICENSEE Sublicensees. Licensee shall ensure that each of its SUBLICENSEE Sublicensees complies with all relevant provisions of this Agreement. LICENSEE For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to XENCOR under this Agreement, and (ii) Licensee shall not bundle SUBJECT TECHNOLOGIES with any cause each Sublicensee (including each tier of its other assets Sublicensee) to be subject to the negative and restrictive covenants set forth in any agreement without WVURC prior written permissionSections 2.1.

Sublicense Requirements. LICENSEE Any sublicense granted by a Party pursuant to this Agreement shall be subject to the following: (a) each sublicense granted hereunder by a Party shall be consistent with the requirements of this Agreement; (b) any transfer of rights between a Party and its Affiliates shall not be deemed a sublicense by such Party but shall be deemed a direct license by the other Party to such Party’s Affiliate; provided that such Party shall remain responsible for the activities of its Affiliate; (c) a Party’s or its Affiliates’ Third Party sublicensees shall have the no right to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC further sublicenses without the other Party’s prior written consent, which consent shall not be unreasonably withheld. LICENSEE shall provide WVURC with a near final, un-redacted conditioned or delayed; (if possibled) copy of such SUBLICENSE agreement fifteen (15) calendar days prior to the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and a copy of each fully executed SUBLICENSE agreement within thirty (30) calendar days of the final execution of such SUBLICENSE agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE, LICENSEE shall provide the least redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE (a) Party shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate primarily liable for any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) failure by its sublicensees to comply with all applicable terms relevant restrictions, limitations and obligations in this Agreement; (e) such sublicense must be granted pursuant to a written sublicense agreement and, with respect to any sublicense other than a sublicense by a Party to an Affiliate of this Agreement (except for payment obligationssuch Party, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent such Party must provide the other Party with this Article. For the avoidance of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability copy of any sublicense agreement entered into under Section 8.2 above within [**] days after the execution of such sublicense agreement; provided that any such copy may be redacted to remove any confidential, proprietary or competitive information, but such copy shall not be redacted to the SUBJECT TECHNOLOGIES before any court, arbitrator, or extent that it impairs the other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due Party’s ability to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies compliance with all relevant provisions of this Agreement. LICENSEE Such sublicense agreement shall be treated as Confidential Information of the sublicensing Party; and (f) except as otherwise provided in the sublicense agreement, if this Agreement terminates for any reason, any Third Party sublicensee of a Party shall, from the effective date of such termination, automatically become a direct licensee of the other Party with respect to the rights licensed to such Party hereunder and sublicensed to the sublicensee by such Party; provided, however, that such sublicensee is not bundle SUBJECT TECHNOLOGIES with any in breach of its other assets in any sublicense agreement without WVURC prior written permissionand continues to perform thereunder.

Sublicense Requirements. LICENSEE shall have the right Each sublicense granted pursuant to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC prior written consentSection 2.2 (each, which shall not be unreasonably withheld. LICENSEE shall provide WVURC with a near final, un-redacted (if possible“Sublicense”) copy of such SUBLICENSE agreement fifteen (15) calendar days prior to the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and a copy of each fully executed SUBLICENSE agreement within thirty (30) calendar days of the final execution of such SUBLICENSE agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE, LICENSEE shall provide the least redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE shall: (a) shall be in writing and writing; (b) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (bc) shall not diminishrequire its Affiliates, reduce or eliminate any the Third Party who is a party to such Sublicense (such party, the “Sublicensee”) to assign Intellectual Property in accordance with Section 11.2.2; (d) require the Sublicensee to comply with the Anti-Corruption Laws and the Anti-Corruption Policies; and (e) only be granted pursuant to an arm’s length transaction for fair market value consideration (except for Sublicenses granted (i) to Licensee’s Affiliates for (and only for) so long as such Affiliates remain Licensee’s Affiliates, or (ii) to Licensee’s subcontractors solely for purpose of LICENSEEperforming Licensee’s obligations under this Agreement; ). Licensee will provide XENCOR with a written notice of any sublicense granted by Licensee pursuant to this Section 2.2 to any Affiliates or Third Party (cnot including subcontractors of Licensee) no later than [***] after the effective date thereof and will provide XENCOR with a true and complete copy of each Third Party sublicense agreement, except that Licensee may redact any confidential or proprietary information contained therein that is not necessary for XENCOR to determine compliance with this Agreement. Licensee shall require the SUBLICENSEE(s) to comply with remain liable for, and obligated to, perform all applicable terms of its obligations under this Agreement (except for payment obligations, for which LICENSEE and shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article. For the avoidance of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the SUBJECT TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and be liable for the performance of, and any acts, omissions or breaches by, each of its SUBLICENSEE (including without limitation, making all payments due to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES), and LICENSEE Sublicensees. Licensee shall ensure that each of its SUBLICENSEE Sublicensees complies with all relevant provisions of this Agreement. LICENSEE For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to XENCOR under this Agreement, and (ii) Licensee shall not bundle SUBJECT TECHNOLOGIES with cause each Sublicensee (including each tier of Sublicensee) to be subject to the negative and restrictive covenants set forth in Sections 2.1.2. Licensee hereby expressly waives any of its other assets in requirement that XENCOR exhaust any agreement without WVURC right, power or remedy, or proceed against a Sublicensee, for any obligation or performance hereunder prior written permissionto proceeding directly against Licensee.

Sublicense Requirements. LICENSEE Any sublicense granted by a Party pursuant to this Agreement shall be subject to the following: (a) each sublicense granted hereunder by a Party or its Affiliates shall be consistent with the requirements of this Agreement; (b) any transfer of rights between a Party and its Affiliates shall not be deemed a sublicense by such Party but shall be deemed a direct license by the other Party to such Party’s Affiliate; it being understood and agreed that such Party shall remain responsible for the activities of its Affiliate; (c) a Party’s or its Affiliates’ Selling Parties or Third Party Contractors shall have the no right to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC further sublicenses without the other Party’s prior written consent, which consent shall not be unreasonably withheld. LICENSEE , conditioned or delayed; (d) such Party shall provide WVURC be primarily liable for any failure by its Affiliates and Selling Parties and Third Party Contractors to comply with all relevant restrictions, limitations and obligations in this Agreement; and (e) such sublicense must be granted pursuant to a near finalwritten sublicense agreement and, un-redacted (if possible) copy with respect to any sublicense other than a sublicense by a Party to an Affiliate of such SUBLICENSE agreement fifteen (15) calendar days prior to Party, such Party must provide the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and other Party with a copy of each fully executed SUBLICENSE any sublicense agreement entered into under Section 8.2 above within thirty (30) calendar days of after the final execution of such SUBLICENSE sublicense agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE; provided that any such copy may be reasonably redacted to remove any confidential, LICENSEE proprietary or competitive information, but such copy shall provide the least not be redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be in writing and subject and subordinate to, and consistent with, extent that it impairs the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEEother Party’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) ability to comply ensure compliance with all applicable terms of this Agreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article. For the avoidance of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the SUBJECT TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE Such sublicense agreement shall not bundle SUBJECT TECHNOLOGIES be treated as Confidential Information of the sublicensing Party and no copies are required with any of its other assets in any agreement without WVURC prior written permissionrespect to sublicense agreements with Third Party Contractors.

Sublicense Requirements. LICENSEE shall have the right Each Sublicense granted by ORIC to grant SUBLICENSES to SUBLICENSEES under this Agreement only with WVURC prior written consent, which shall not be unreasonably withheld. LICENSEE shall provide WVURC with a near final, un-redacted (if possible) copy of such SUBLICENSE agreement fifteen (15) calendar days prior to the estimated closing of the SUBLICENSE agreement between LICENSEE and SUBLICENSEE, and a copy of each fully executed SUBLICENSE agreement within thirty (30) calendar days of the final execution of such SUBLICENSE agreement. In the event a potential sublicensee requires redaction of the proposed SUBLICENSE, LICENSEE shall provide the least redacted version allowable that includes all material terms to the SUBLICENSE. Each agreement between LICENSEE and a SUBLICENSEE (a) shall Third Party will be in writing and subject and subordinate to, and will be consistent with, the terms and conditions of this Agreement; (b) shall not . No Sublicense will diminish, reduce or eliminate any obligation of LICENSEE’s obligations either Party under this Agreement, except to the extent satisfied by the relevant Sublicensee. ORIC shall at all times remain fully responsible for the compliance of its Sublicensees with the provisions of this Agreement expressly applicable to Sublicensees; (c) shall require [***]. Each Sublicense will contain a requirement that the SUBLICENSEE(s) to Sublicensee comply with all applicable terms of this Agreement Agreement. ORIC shall include in each Sublicense provisions whereby, upon the termination of such Sublicense and, in each case, to the extent Controlled by the applicable Sublicensee as of the effective date of such termination, ORIC obtains the following (except for payment obligationsor rights substantially similar thereto): [***]. Except to the extent otherwise approved by Mirati (such approval not to be unreasonably withheld, for which LICENSEE shall remain financially responsibleconditioned or delayed); and (d) shall prohibit further sublicensing except on terms consistent , any Sublicense granted hereunder that is materially inconsistent with this ArticleSection 2.2(b) will be null and void. For the avoidance ORIC will provide Mirati with a copy of doubt, LICENSEE shall also include provisions in all SUBLICENSES to provide thatany sublicense agreement and each amendment thereto, in each case that contains a Sublicense, that it enters into with a Sublicensee within [***] after the event execution thereof, provided that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the SUBJECT TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) dayssuch document [***]. LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including without limitation, making all payments due to WVURC by reason of any NET SALES of SUBJECT TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions Upon termination of this Agreement. LICENSEE shall , at the written request of any Sublicensee that did not bundle SUBJECT TECHNOLOGIES with any cause the material breach of its other assets this Agreement that resulted in any agreement without WVURC prior written permissionsuch termination and which is a party to a Sublicense that was validly granted by ORIC, such Sublicense will survive the termination of this Agreement, as provided in Section 12.4.