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 Any sublicense granted by a Party to a Third Party pursuant to Sections 2.1(b) or 2.2(b) (a “Sublicense”) this Agreement shall be subject to the following: (a) each sublicense granted hereunder by a Party or its Affiliates shall be in writing; consistent with the requirements of this Agreement; (b) any transfer of rights between a Party and its Affiliates shall not be subject 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 subordinate to, and consistent with, agreed that such Party shall remain responsible for the terms and conditions activities of this Agreement; and its Affiliate; (c) require a Party’s or its Affiliates’ Licensee Partners or Third Party Contractors shall have no right to grant further sublicenses without the applicable sublicensee other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; (the “Sublicensee”d) such Party shall be primarily liable for any failure by its Affiliates and Licensee Partners and Third Party Contractors to comply with all applicable terms of relevant restrictions, limitations and obligations in this Agreement. No Sublicense shall diminish; and (e) such sublicense must be granted pursuant to a written sublicense agreement and, reduce or eliminate any obligation of either Party under this Agreement. Solely with respect to any proposed Sublicense sublicense other than a sublicense by a Party to an Affiliate of such Party, such Party must provide the other Party with a copy of any sublicense agreement entered into under Section 8.2 above within thirty (30) days after the execution of such sublicense agreement; provided that requires any such copy may be reasonably redacted to remove any confidential, proprietary or competitive information, but such copy shall not be redacted to the prior consent of extent that it impairs the other Party, a Party ’s ability to ensure compliance with this Agreement. Such sublicense agreement shall provide a summary be treated as Confidential Information 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 trialssublicensing Party.