Common use of Sublicense Requirements Clause in Contracts

Sublicense Requirements. Each sublicense granted by a Party to a Third Party pursuant to Sections 2.1(b) or 2.2(b) (a “Sublicense”) shall (a) be in writing; (b) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; and (c) require the applicable sublicensee (the “Sublicensee”) to comply with all applicable terms of this Agreement. No Sublicense shall diminish, reduce or eliminate any obligation of either Party under this Agreement. Solely with respect to any proposed Sublicense that requires the prior consent of the other Party, a Party shall provide a summary of the material terms of each such proposed Sublicense and each proposed amendment thereto prior to execution thereof in order to permit the consenting Party to review such Sublicense and/or amendment and to exercise its consent right. Furthermore, in any Sublicense granted by Licensee hereunder, Licensee shall require that, upon a termination of such Sublicense, the Sublicensee must assign to Licensee, and provide to Licensee full copies of, all Regulatory Approvals and Regulatory Materials that relate to Licensed Products and/or Licensed Molecules and are owned or controlled by such Sublicensee (including as necessary to facilitate compliance with Section 14.5). In addition, a Party shall ensure that any Sublicense that it grants hereunder explicitly states that such Sublicense will terminate upon termination of the licenses granted to the licensor Party under this Agreement; provided, that, such Sublicense may survive to the extent required by the Sublicensee for wind down purposes, including as required to preserve any ongoing clinical trials.

Sublicense Requirements. Each sublicense granted by a Party to a Third Party pursuant to Sections 2.1(b) or 2.2(b) (a “Sublicense”) shall (a) be in writing; (b) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; and (c) require the applicable sublicensee (the “Sublicensee”) to comply with all applicable terms of this Agreement. No Sublicense shall diminish, reduce or eliminate any obligation of either Party under this Agreement. Solely with respect to any proposed Sublicense that requires the prior consent of the other Party, a Party shall provide a summary of the material terms of each such proposed Sublicense and each proposed amendment thereto prior to execution thereof in order to permit the consenting Party to review such Sublicense and/or amendment and to exercise its consent right. Furthermore, in any Sublicense granted by Licensee hereunder, Licensee shall require that, upon a termination of such Sublicense, the Sublicensee must assign to Licensee, and provide to Licensee full copies of, all Regulatory Approvals and Regulatory Materials that relate to Licensed Products and/or Licensed Molecules and are owned or controlled by such Sublicensee (including as necessary to facilitate compliance with Section 14.5). In addition, a Party shall ensure that any Sublicense that it grants hereunder explicitly states that such Sublicense will terminate upon termination of the licenses granted to the licensor Party under this Agreement; provided, that, such Sublicense may survive to the extent required by the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Sublicensee for wind down purposes, including as required to preserve any ongoing clinical trials.

Sublicense Requirements. Each sublicense granted by a Party to a Third Party pursuant to Sections 2.1(b) or 2.2(b) (a “Sublicense”) shall (a) be in writing; (b) be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; and (c) require the applicable sublicensee (the “Sublicensee”) to comply with all applicable terms of this Agreement. No Sublicense shall diminish, reduce or eliminate any obligation of either Party under this Agreement. Solely with respect to any proposed Sublicense that requires the prior [*] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. consent of the other Party, a Party shall provide a summary of the material terms of each such proposed Sublicense and each proposed amendment thereto prior to execution thereof in order to permit the consenting Party to review such Sublicense and/or amendment and to exercise its consent right. Furthermore, in any Sublicense granted by Licensee hereunder, Licensee shall require that, upon a termination of such Sublicense, the Sublicensee must assign to Licensee, and provide to Licensee full copies of, all Regulatory Approvals and Regulatory Materials that relate to Licensed Products and/or Licensed Molecules and are owned or controlled by such Sublicensee (including as necessary to facilitate compliance with Section 14.5). In addition, a Party shall ensure that any Sublicense that it grants hereunder explicitly states that such Sublicense will terminate upon termination of the licenses granted to the licensor Party under this Agreement; provided, that, such Sublicense may survive to the extent required by the Sublicensee for wind down purposes, including as required to preserve any ongoing clinical trials.

Sublicense Requirements. Each sublicense Sublicense granted by a Party ORIC to a Third Party pursuant to Sections 2.1(b) or 2.2(b) (a “Sublicense”) shall (a) will be in writing; (b) writing and will be subject and subordinate to, and consistent with, the terms and conditions of this Agreement; and (c) require the applicable sublicensee (the “Sublicensee”) to comply with all applicable terms of this Agreement. No Sublicense shall will diminish, reduce or eliminate any obligation of either Party under this Agreement, except to the extent satisfied by the relevant Sublicensee. Solely ORIC shall at all times remain fully responsible for the compliance of its Sublicensees with respect the provisions of this Agreement expressly applicable to any proposed Sublicensees; [***]. Each Sublicense will contain a requirement that requires the prior consent Sublicensee comply with all applicable terms of this 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 other Partyeffective date of such termination, a Party shall provide a summary of ORIC obtains the material terms of each following (or rights substantially similar thereto): [***]. Except to the extent otherwise approved by Mirati (such proposed Sublicense and each proposed amendment thereto prior approval not to execution thereof in order to permit the consenting Party to review such Sublicense and/or amendment and to exercise its consent right. Furthermorebe unreasonably withheld, in conditioned or delayed), any Sublicense granted by Licensee hereunderhereunder that is materially inconsistent with this Section 2.2(b) will be null and void. ORIC will provide Mirati with a copy of any sublicense agreement and each amendment thereto, Licensee shall require thatin each case that contains a Sublicense, upon that it enters into with a Sublicensee within [***] after the execution thereof, provided that any such document [***]. Upon termination of this Agreement, at the written request of any Sublicensee that did not cause the material breach of this Agreement that resulted in such Sublicense, the Sublicensee must assign termination and which is a party to Licensee, and provide to Licensee full copies of, all Regulatory Approvals and Regulatory Materials that relate to Licensed Products and/or Licensed Molecules and are owned or controlled by such Sublicensee (including as necessary to facilitate compliance with Section 14.5). In addition, a Party shall ensure that any Sublicense that it grants hereunder explicitly states that was validly granted by ORIC, such Sublicense will terminate upon survive the termination of the licenses granted to the licensor Party under this Agreement; provided, that, such Sublicense may survive to the extent required by the Sublicensee for wind down purposes, including as required to preserve any ongoing clinical trialsprovided in Section 12.4.