Common use of Sublicense Rights Clause in Contracts

Sublicense Rights. (a) Subject to the terms of this Agreement, including the remainder of this Section 8.3, each Party shall have the right to grant sublicenses within the scope of the licenses granted to such Party under Section 8.1, Section 8.2 or Section 13.5, as applicable, to its Affiliates or Third Parties which such Party is conducting collaborative research, Development or Commercialization activities with respect to the Licensed Compound or the Licensed Product. (b) Any sublicense granted under this Agreement shall be pursuant to a written agreement that imposes on such sublicensee obligations that are at least as restrictive as all relevant restrictions and limitations set forth in this Agreement, including the confidentiality provisions of Article XI and to the extent applicable to the sublicensed rights, diligence obligations with respect to the sublicensed territory that are sufficient to enable the sublicensing Party to satisfy its diligence obligations under Section 4.3. If either Party grants a sublicense to a Third Party as permitted by this Section 8.3, then such sublicensing Party shall provide the other Party prompt written notice thereof. The sublicensing Party shall provide the non-sublicensing Party with an executed copy of any such sublicense (redacted as the sublicensing Party may reasonably determine to protect confidential or commercially sensitive information; provided that the sublicensing Party may not redact any information that is necessary for the non-sublicensing Party to determine whether such sublicense meets the requirements of this Agreement). Except as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with its sublicensees to the other Party for failure by its sublicensees to comply with this Agreement. For purposes of clarity, PEI shall not be considered a sublicensee of MERRIMACK for the purposes of this Section 8.3.

Sublicense Rights. Maruho may sublicense the rights granted to it by Dermira under this Agreement to any of its Affiliates without obtaining Dermira’s prior written approval, or to any Third Party upon Dermira’s prior written approval, which approval shall not be unreasonably withheld or delayed. Any and all sublicenses shall be subject to the following conditions: 2.2.1. All sublicenses shall be subject to and consistent with the terms and conditions of this Agreement and shall: (a) Subject preclude the assignment of such sublicense without the prior written approval of Dermira, (b) include Dermira as a third party beneficiary under the sublicense with the right to enforce the terms of such sublicense, and (c) preclude the granting of further sublicenses in contravention with the terms and conditions of this Agreement. In no event shall any sublicense relieve Maruho of any of its obligations under this Agreement. 2.2.2. Maruho shall furnish to Dermira a true and complete copy of each sublicense agreement and each amendment thereto within thirty (30) days after the sublicense or amendment has been executed, including the remainder of this Section 8.3, each Party shall have the right to grant sublicenses within the scope provided that Maruho may redact confidential provisions of the licenses granted sublicense agreement and each amendment that are not reasonably required by Dermira to such Party under Section 8.1confirm Maruho’s compliance with this Agreement. In addition, Section 8.2 if the executed sublicense agreement or Section 13.5, as applicable, amendment is [*****] to its Affiliates or Third Parties which such Party is conducting collaborative research, Development or Commercialization activities provide to Dermira with respect to [*****] the Licensed Compound or the Licensed Productdocument. (b) Any sublicense granted under this Agreement shall be pursuant to a written agreement 2.2.3. Dermira agrees that imposes on such sublicensee obligations that are at least as restrictive as all relevant restrictions and limitations Maruho’s obligation set forth in this Agreement, including the confidentiality provisions of Article XI and Section 2.2 will not apply to the extent applicable to the sublicensed rightsagreements between Maruho or its Affiliates and contract research organizations, diligence obligations with respect to the sublicensed territory that are sufficient to enable the sublicensing Party to satisfy its diligence obligations under Section 4.3. If either Party grants a sublicense to a contract manufacturing organizations and similar Third Party as permitted by this Section 8.3, then such sublicensing Party shall provide the other Party prompt written notice thereof. The sublicensing Party shall provide the non-sublicensing Party with an executed copy of any such sublicense (redacted as the sublicensing Party may reasonably determine to protect confidential or commercially sensitive information; provided that the sublicensing Party may not redact any information that is necessary Parties in each case performing services for the non-sublicensing Party to determine whether such sublicense meets the requirements benefit of this Agreement). Except as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with Maruho or its sublicensees to the other Party for failure by its sublicensees to comply with this Agreement. For purposes of clarity, PEI shall not be considered Affiliates or a sublicensee of MERRIMACK for the purposes of this Section 8.3Maruho sublicensee.

Sublicense Rights. (a) Subject to the terms of this Agreement, including the remainder of this Section 8.33.3 (Sublicense Rights), each Party shall have the right to as applicable licensee may grant sublicenses within the scope a Sublicense of the licenses granted to such Party under it in Section 8.13.1 (Licenses to KKC), Section 8.2 3.2 (Licenses to MEI), or Section 13.53.4 (Rights of Reference), as applicable, to its Affiliates or Third Parties which an Affiliate of such Party is conducting collaborative research, Development or Commercialization activities with respect without notice to the Licensed Compound or the Licensed Product.prior consent of the other Party. Upon [*CONFIDENTIAL*] (b) Any sublicense Each authorized Sublicense granted under this Agreement Section 3.3 (Sublicense Rights), if any, whether to an Affiliate or Sublicensee, shall be pursuant to a written agreement that imposes on such sublicensee obligations that are at least as restrictive as all relevant restrictions in writing and limitations set forth in this Agreement, including the confidentiality provisions of Article XI shall incorporate terms and to the extent applicable to the sublicensed rights, diligence obligations with respect to the sublicensed territory that are conditions sufficient to enable the sublicensing Party to satisfy its diligence obligations under Section 4.3. If either Party grants a sublicense to a Third Party as permitted by comply with this Section 8.3, then such sublicensing Party shall provide the other Party prompt written notice thereofAgreement. The sublicensing Party shall provide remain responsible for the performance by any of its Sublicensees and shall cause its Sublicensees to comply with the provisions of this Agreement in connection with such performance, including the non-sublicensing Party compete, reporting, audit, inspection and confidentiality provisions hereunder, and shall terminate all relevant agreements with an executed copy any such Sublicensee in the case of any uncured material breach of such sublicense (redacted as terms and conditions by such Sublicensee. For the avoidance of doubt, the sublicensing Party may reasonably determine to protect confidential or commercially sensitive information; provided that the sublicensing Party may not redact any information that is necessary will remain directly responsible for the non-sublicensing Party to determine whether such sublicense meets the requirements of this Agreement). Except as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with its sublicensees all amounts owed to the other Party under this Agreement and such sublicensing Party hereby expressly waives any requirement that such other Party exhaust any right, power or remedy, or proceed against a Sublicensee for failure by its sublicensees any obligation or performance hereunder prior to comply with this Agreement. For purposes of clarity, PEI shall not be considered a sublicensee of MERRIMACK for proceeding directly against the purposes of this Section 8.3sublicensing Party.

Sublicense Rights. (a) Subject to the terms of this Agreement, including the remainder of this Except as permitted in Section 8.310.5(b), each Party shall have the right to grant sublicenses within the scope of under the licenses granted to such Party it under Section 8.110.1 and 10.2 only with the prior written consent of the other Party and BWH or Stanford, Section 8.2 or Section 13.5if applicable. Notwithstanding the foregoing, as applicable, BMS shall have the right to grant sublicenses to its Affiliates or to develop, make, have made, use, sell, offer to sell and import Licensed Product in the Territory in the Field without the prior consent of Corgentech, but subject to any approvals required therefor in the Existing Third Parties which Party License Agreements. Each Party hereby guarantees the performance of its Affiliates and permitted sublicensees that are sublicensed as permitted herein. Any such Party is conducting collaborative research, Development or Commercialization activities permitted sublicenses shall be consistent with respect and subject to the Licensed Compound terms and conditions of this Agreement. A copy of any sublicense agreement executed by one Party shall be provided to the other Party within fourteen (14) days of its execution; provided, that the financial terms of any such sublicense agreement may be redacted to the extent not pertinent to an understanding of a Party's obligations or the Licensed Productbenefits under this Agreement. (b) Any sublicense granted under this Agreement shall be pursuant Notwithstanding the foregoing, and subject to a written agreement that imposes on such sublicensee obligations that are at least as restrictive as all the terms of any Existing Third Party License Agreement, each Party may grant sublicenses to Third Party contractors solely in connection with the manufacture of, performance of, or QA or QC activities for Intermediate, E2F Decoy, Vialed Product, Licensed Device or Final Product to the extent consistent with Sections 10.1 and 10.2, Article 7 and other relevant restrictions and limitations set forth in provisions of this Agreement, including to perform clinical trial-related activities on behalf of a Party in accordance with the confidentiality provisions Development Plan or to conduct Phase IV clinical studies in the Royalty Territory, or to assist in the non-clinical development of Article XI and the Licensed Product (provided that any sublicense for non-clinical development purposes shall require that any for-profit entity to whom such sublicense is granted shall assign any inventions it makes relating to the extent applicable Licensed Product to the sublicensed rights, diligence obligations with respect to the sublicensed territory that are sufficient to enable the sublicensing Party to satisfy its diligence obligations under Section 4.3. If either Party grants a sublicense to a Third Party as permitted by this Section 8.3, then such sublicensing Party shall provide the other Party prompt written notice thereof. The sublicensing Party shall provide the and that any non-sublicensing Party with an executed copy of any profit entity to which such sublicense (redacted as is granted shall either make such assignment or grant an option to obtain an exclusive license to the sublicensing Party may reasonably determine to protect confidential or commercially sensitive information; provided that the sublicensing Party may not redact any information that is necessary for the non-sublicensing Party to determine whether such sublicense meets the requirements of this AgreementParty). Except as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with its sublicensees to the other Party for failure by its sublicensees to comply with this Agreement. For purposes of clarity, PEI shall not be considered a sublicensee of MERRIMACK for the purposes of this Section 8.3.

Sublicense Rights. (a) Subject to the terms of this Agreement, including the remainder of this Except as permitted in Section 8.310.5(b), each Party shall have the right to grant sublicenses within the scope of under the licenses granted to such Party it under Section 8.110.1 and 10.2 [*], Section 8.2 or Section 13.5if applicable. Notwithstanding the foregoing, as applicable, BMS shall have the right to grant sublicenses to its Affiliates or Third Parties which to develop, make, have made, use, sell, offer to sell and import Licensed Product in the Territory in the Field [*], but [*]. Each Party hereby guarantees the performance of its Affiliates and permitted sublicensees that are sublicensed as permitted herein. Any such Party is conducting collaborative research, Development or Commercialization activities permitted sublicenses shall be consistent with respect and subject to the Licensed Compound terms and conditions of this Agreement. A copy of any sublicense agreement executed by one Party shall be provided to the other Party within fourteen (14) days of its execution; provided, that the financial terms of any such sublicense agreement may be redacted to the extent not pertinent to an understanding of a Party's obligations or the Licensed Productbenefits under this Agreement. (b) Any sublicense granted under this Agreement shall be pursuant Notwithstanding the foregoing, and subject to a written agreement that imposes on such sublicensee obligations that are at least as restrictive as all the terms of any Existing Third Party License Agreement, each Party may grant sublicenses to Third Party contractors solely in connection with the manufacture of, performance of, or QA or QC activities for Intermediate, E2F Decoy, Vialed Product, Licensed Device or Final Product to the extent consistent with Sections 10.1 and 10.2, Article 7 and other relevant restrictions and limitations set forth in provisions of this Agreement, including to perform clinical trial-related activities on behalf of a Party in accordance with the confidentiality provisions of Article XI and Development Plan or to conduct [*] in the extent applicable Royalty Territory, or to the sublicensed rights, diligence obligations with respect to the sublicensed territory that are sufficient to enable the sublicensing Party to satisfy its diligence obligations under Section 4.3. If either Party grants a sublicense to a Third Party as permitted by this Section 8.3, then such sublicensing Party shall provide the other Party prompt written notice thereof. The sublicensing Party shall provide assist in the non-sublicensing Party with an executed copy clinical development of the Licensed Product (provided that any such sublicense (redacted as for non-clinical development purposes shall require that any [*] the sublicensing Party may reasonably determine to protect confidential or commercially sensitive information; provided that the sublicensing Party may not redact any information that is necessary for the non-sublicensing Party to determine whether such sublicense meets the requirements of this AgreementParty). Except as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with its sublicensees to the other Party for failure by its sublicensees to comply with this Agreement. For purposes of clarity, PEI shall not be considered a sublicensee of MERRIMACK for the purposes of this Section 8.3.

Sublicense Rights. (a) Subject Each Party may grant sublicenses to any of its Affiliates without any prior notice to, or consent from, the terms of other Party. Wherever in this Agreement, including the remainder of this Section 8.3, each Agreement either Party shall have is granted or retains the right to grant sublicenses within the scope of the licenses granted to such Party under Section 8.1, Section 8.2 or Section 13.5, as applicable, to its Affiliates or Third Parties which subject to this Section 8.3, the sublicensing Party shall promptly notify the other Party of any sublicenses, including the identity of such Third Party is conducting collaborative researchsublicensee, Development or Commercialization activities with respect to the Licensed Compound or the Licensed Product. (b) Any and such Third Party sublicense granted under this Agreement shall be occur pursuant to a written agreement that imposes on subjects such Third Party sublicensee obligations that are at least as restrictive as to all relevant restrictions and limitations set forth in this Agreement; PROVIDED THAT the foregoing notice shall not be required in the case of sublicenses to academic collaborators and/or subcontractors where no commercial rights are granted to such Third Parties and there is no adverse impact on the Commercialization rights of the Parties hereunder. Furthermore, including the confidentiality provisions of Article XI and to the extent applicable that any such sublicense relates to the sublicensed rightsDevelopment, diligence obligations with respect Manufacture or Commercialization activities for a Joint Product or to the sublicensed territory that are sufficient to enable the sublicensing Party to satisfy its diligence obligations under Section 4.3. If either Party grants development, manufacture or Commercialization activities for a sublicense to Joint Program Diagnostic or a Third Party as permitted by this Section 8.3Program Diagnostic, then such sublicensing Party shall provide the prior written approval of the other Party prompt written notice thereofshall be required. The sublicensing Party shall provide the non-sublicensing Party with an executed copy of any such sublicense (redacted as the sublicensing Party may reasonably determine to protect confidential or commercially sensitive information; provided that the sublicensing Party may not redact any information that is necessary for the non-sublicensing Party to determine whether such sublicense meets the requirements of this Agreement). Except as otherwise agreed by the Parties in writing, each Each Party shall be jointly and severally responsible with its Affiliates and Third Party sublicensees to the other Party for failure by its Affiliates and Third Party sublicensees to comply with, and each Party guarantees the compliance by each of its sublicensees with, all such applicable restrictions and limitations in accordance with the terms and conditions of this Agreement. For purposes of clarity, PEI shall not be considered a sublicensee of MERRIMACK for the purposes of this Section 8.3.

Sublicense Rights. 2.2.1 LICENSEE shall have the right to sublicense the rights granted under the License in Section 2.1 to one or more of its Affiliates or Third Parties, provided that LICENSEE shall cause its Affiliates, and shall use Commercially Reasonable Efforts to cause any such Third Parties, to comply with and be bound by those terms and conditions under this Agreement that by their terms are intended to obligate a sublicensee. Notwithstanding the foregoing, LICENSEE shall remain responsible for complying with such applicable terms and conditions. A breach by any such Affiliate or Third Party sublicensee of LICENSEE of any such obligation of LICENSEE shall constitute a breach by LICENSEE of this Agreement and shall entitle LICENSOR to exercise its rights hereunder against LICENSEE, in addition to any other rights and remedies to which LICENSOR may be entitled. 2.2.2 The terms of this Section 2.2 shall apply to each subsequent sublicensee or sub-sublicensee, as if same were LICENSEE’s original sublicensee. 2.2.3 LICENSEE and its sublicensees shall have the right to utilize subcontractors, including service providers, manufacturers, clinical research organizations and distributors who are performing services on LICENSEE’s and/or its sublicensee’s behalf (a) Subject to “Subcontractors”). Any use of such Subcontractors shall not require the terms consent of LICENSOR nor shall such Subcontractors be deemed sublicensees for purposes of this Agreement, including the remainder of this Section 8.32.2; provided, each Party that, for clarity, LICENSEE and/or its sublicensees shall have the right to grant sublicenses within the scope of the licenses granted to such Party under Section 8.1, Section 8.2 or Section 13.5, as applicable, to its Affiliates or Third Parties which such Party is conducting collaborative research, Development or Commercialization activities with respect to the Licensed Compound or the Licensed Product. (b) Any sublicense granted under this Agreement shall be pursuant to a written agreement that imposes on such sublicensee obligations that are at least as restrictive as all relevant restrictions and limitations set forth in this Agreement, including the confidentiality provisions of Article XI and to the extent applicable to the sublicensed rights, diligence obligations with respect to the sublicensed territory that are sufficient to enable the sublicensing Party to satisfy its diligence obligations under Section 4.3. If either Party grants a sublicense under the License to a Third Party as permitted by this Section 8.3, then such sublicensing Party shall provide the other Party prompt written notice thereof. The sublicensing Party shall provide the non-sublicensing Party with an executed copy of any such sublicense (redacted as the sublicensing Party may reasonably determine to protect confidential or commercially sensitive information; provided that the sublicensing Party may not redact any information that is necessary for the non-sublicensing Party to determine whether such sublicense meets the requirements of this Agreement). Except as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with its sublicensees to the other Party for failure by its sublicensees to comply with this Agreement. For purposes of clarity, PEI shall not be considered a sublicensee of MERRIMACK for the purposes of this Section 8.3Subcontractors.