Common use of Sublicense Rights Clause in Contracts

Sublicense Rights. Each Party shall have the right to Sublicense the rights granted to it by the other Party under this Agreement (including rights under Section 2.1 and Section 2.2), through multiple tiers of Sublicensees to its Affiliates or any Third Party, provided that (a) any such Sublicenses shall be consistent with the terms and conditions of this Agreement, (b) each Party shall be responsible for the acts and omissions of its Sublicensees as if such Sublicensees were the relevant Party hereunder, and (c) if a Party licenses or Sublicenses (as applicable) all or substantially all of its rights under this Agreement or, in the case of NOVARTIS, its retained rights in the Licensed Technology (e.g., if LICENSEE Subicenses all of its rights to Develop and Commercialize all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable). A Party granting a Sublicense pursuant to this Section 2.3 shall furnish to the other Party a true and complete copy of each Sublicense and each amendment thereto, within thirty (30) days after the Sublicense or amendment has been executed, which copy may be redacted by the Party granting the Sublicense to remove proprietary and confidential information to the extent not required to confirm compliance with this Section 2.3; provided that neither Party shall be required to provide copies of any Sublicenses with Third Parties that are solely performing services on behalf of such Party (which, for the avoidance of doubt, shall not include Sublicenses with academic investigators and collaborators). The terms of any Sublicense disclosed to the other Party pursuant to this Section 2.3 shall be deemed the Confidential Information of the relevant Party granting the Sublicense.

Sublicense Rights. Each Party shall have the right Subject to Sublicense the rights granted to it by the other Party under this Agreement (including rights under Section 2.1 and Section 2.2), through multiple tiers of Sublicensees to its Affiliates or any Third Party, provided that (a) any such Sublicenses shall be consistent with the terms and conditions of this Agreement (including but not limited to the limitations set forth in this ARTICLE 3) and those certain agreements between Regulus and those certain Third Parties in effect as of the Effective Date and as listed on Exhibit G, GSK shall have the right to grant to its Affiliates and/or Third Parties sublicenses under the license granted under Section 3.1.1 above solely to continue the Development, Manufacture or Commercialization of SPC-3649; provided, that, (a) each such sublicense shall be subject and subordinate to, and consistent with, the applicable terms and conditions of this Agreement, ; (b) each Party shall be responsible for the acts and omissions GSK may not grant a sublicense to Santaris or any of its Sublicensees as if such Sublicensees were the relevant Party hereunder, Santaris’ Affiliates; and (c) if GSK cannot sublicense the Stanford Patents. GSK shall provide Regulus with a Party licenses or Sublicenses (as applicable) all or substantially all copy of its rights under this Agreement or, in the case of NOVARTIS, its retained rights in the Licensed Technology (e.g., if LICENSEE Subicenses all of its rights to Develop and Commercialize all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable). A Party granting a Sublicense any sublicense granted pursuant to this Section 2.3 shall furnish to the other Party a true and complete copy of each Sublicense and each amendment thereto, 3.1.2 within thirty (30) days after the Sublicense or amendment has been executed, which execution thereof. Such copy may be redacted to exclude confidential scientific information and other sensitive information required by a Sublicensee or GSK to be kept confidential; provided, that for agreements that are entered into by GSK or its Affiliates after the Party granting Effective Date that materially relate to the Sublicense Regulus Patents, GSK will reasonably endeavor to remove proprietary and confidential facilitate the communication of information between the Parties with respect to any subsequent Development activities by GSK to the extent not required to confirm compliance with this Section 2.3; provided that neither Party shall be required to provide copies of any Sublicenses with by those certain agreements between Regulus and those certain Third Parties that in effect as of the Effective Date and as listed on Exhibit G. Regulus may share such copy or information with its Founding Companies and relevant Third Party licensors who have a contractual right and material need to know such information under obligations of confidentiality which are solely performing services on behalf of such Party (which, no less strict than the confidentiality obligations imposed upon Regulus hereunder. GSK will remain responsible for the avoidance performance of doubtits Affiliates and Sublicensees, shall not include Sublicenses and will ensure that all such Affiliates and Sublicensees comply with academic investigators and collaborators). The terms of any Sublicense disclosed to the other Party pursuant to this Section 2.3 shall be deemed the Confidential Information of the relevant Party granting the Sublicenseprovisions of this Agreement.

Sublicense Rights. Each Party shall have the right to Sublicense LICENSEE may sublicense the rights granted to it by the other Party under this Agreement (including rights under Section 2.1 pursuant to Sections 2.1.1 and Section 2.2), through multiple tiers of Sublicensees 2.1.2 to its Affiliates or any Third Party, Party upon prior written notice to PFIZER; provided that (a) any PFIZER is afforded an opportunity to provide LICENSEE with comments regarding each proposed sublicensee and LICENSEE reasonably considers such Sublicenses shall be comments and (b) each sublicense is made subject to, and consistent with with, the terms and conditions of this AgreementAgreement and includes provisions that (i) require prior written notice to PFIZER in the event of an assignment of the sublicense to a Third Party, (bii) each Party include PFIZER as a third party beneficiary, with rights to enforce the terms of such sublicense, (iii) require the sublicensee to indemnify, defend and hold harmless the Pfizer Indemnitees to the same extent and degree as LICENSEE has agreed to indemnify, defend and hold harmless the Pfizer Indemnitees pursuant to Section 11.1, (iv) require sublicensee, during the term of the applicable sublicensee agreement and until the later of three (3) years after termination or expiration of such agreement or the date that all statutes of limitation covering claims or suits that may be instituted for personal injury based on the sale or use of a Product have expired, to maintain the insurance coverage described in, and otherwise comply with, Sections 15.1 and 15.2 to the same extent and degree as LICENSEE has agreed to so maintain such insurance coverage and otherwise comply with Sections 15.1 and 15.2; and (v) grant PFIZER the right (in its sole discretion) to assume such sublicense if this Agreement terminates (provided that PFIZER shall not be responsible for the acts obligated to fulfill any obligations to such sublicensees beyond those obligations required of PFIZER if this Agreement had not terminated) and omissions if PFIZER does not exercise such right, such sublicense shall terminate. In no event shall LICENSEE’s granting of any sublicense relieve LICENSEE of any of its Sublicensees as if such Sublicensees were the relevant Party hereunder, and (c) if a Party licenses or Sublicenses (as applicable) all or substantially all of its rights obligations under this Agreement or, in the case of NOVARTIS, its retained rights in the Licensed Technology (e.g., if Agreement. LICENSEE Subicenses all of its rights to Develop and Commercialize all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable). A Party granting a Sublicense pursuant to this Section 2.3 shall furnish to the other Party provide PFIZER with a true and complete copy of each Sublicense sublicense and each amendment thereto, thereto within thirty (30) days after the Sublicense each such sublicense or amendment has been executed, which copy may be redacted by the Party granting the Sublicense to remove proprietary and confidential information to the extent not required to confirm compliance with this Section 2.3; provided that neither Party shall be required to provide copies of any Sublicenses with Third Parties that are solely performing services on behalf of such Party (which, for the avoidance of doubt, shall not include Sublicenses with academic investigators and collaborators). The terms of any Sublicense disclosed to the other Party pursuant to this Section 2.3 shall be deemed the Confidential Information of the relevant Party granting the Sublicense.

Sublicense Rights. Each Party (i) Except as otherwise set forth in clause (ii) below and subject to the remainder of this Section 7.1(b), SANOFI-AVENTIS shall have the right to Sublicense enter into sublicenses relating to the license granted in Section 7.1(a) to Third Parties or Affiliates with which SANOFI-AVENTIS has agreed to research, develop, manufacture or commercialize Collaboration Compounds and Licensed Products in the Territory, either jointly, in collaboration with or on behalf of SANOFI-AVENTIS. (ii) Notwithstanding the foregoing, unless and until MERRIMACK opts out of Co-Promotion pursuant to Section 5.3, or terminates Co-Promotion pursuant to Section 5.6, with respect to any Co-Promoted Product in the USA, SANOFI-AVENTIS shall not have the right to enter into any sublicenses relating to any Co-Promoted Product in the USA without the prior written consent of MERRIMACK, not to be unreasonably withheld. In addition, during the Co-Promote Term for any Co-Promoted Product, SANOFI-AVENTIS shall not grant any rights to any Third Party or Affiliate in a manner that would undermine, conflict with or restrict MERRIMACK’s Co-Promotion rights with respect to such Co-Promoted Product in the USA, without the prior written consent of MERRIMACK. (iii) Each sublicense granted to it by the other Party SANOFI-AVENTIS under this Agreement (including rights under Section 2.1 and Section 2.2), through multiple tiers of Sublicensees to its Affiliates or any Third Party, provided that (a7.1(b) any such Sublicenses shall be subject and subordinate to, and consistent with with, the terms and conditions of this Agreement, (b) each Party and shall be responsible for the acts and omissions of its Sublicensees as if provide that any such Sublicensees were the relevant Party hereunder, and (c) if a Party licenses or Sublicenses (as applicable) all or substantially all of its rights under sublicensee shall not further sublicense except on terms consistent with this Agreement or, in the case of NOVARTIS, its retained rights in the Licensed Technology (e.g., if LICENSEE Subicenses all of its rights to Develop and Commercialize all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable7.1(b). A Party granting SANOFI-AVENTIS shall provide MERRIMACK with a Sublicense copy of any sublicense granted pursuant to this Section 2.3 shall furnish to the other Party a true and complete copy of each Sublicense and each amendment thereto, 7.1(b) within thirty (30) days after the Sublicense or amendment has been executed, which execution thereof. Such copy may be redacted to exclude confidential scientific information and other commercially-sensitive information required by the Party granting the Sublicense a sublicensee to remove proprietary and confidential information to the extent not required to confirm compliance with this Section 2.3; provided that neither Party be kept confidential. (iv) SANOFI-AVENTIS shall be required to provide copies of any Sublicenses with Third Parties that are solely performing services on behalf of such Party (which, responsible for the avoidance performance of doubtits sublicensees, and shall not include Sublicenses ensure that any such sublicensees comply with academic investigators all applicable provisions of this Agreement. In the event of a material default by any sublicensee under a sublicense agreement, SANOFI-AVENTIS will inform MERRIMACK and collaborators). The terms of any Sublicense disclosed to the other Party pursuant to this Section 2.3 shall be deemed the Confidential Information of the relevant Party granting the Sublicensetake such action, after consultation with MERRIMACK, which in SANOFI-AVENTIS’s reasonable business judgment will address such default.

Sublicense Rights. Each Party shall have the right to Sublicense the rights granted to it by the other Party under this Agreement VirBio may grant sublicenses (including rights under Section 2.1 and Section 2.2), through multiple tiers tiers)under and within the scope of Sublicensees any Commercial License granted pursuant to its Affiliates or any Third Party, provided that (a) any such Sublicenses Section 3.2. Each sublicense granted by VirBio shall be consistent with all of the relevant terms and conditions of this Agreement, (b) each Party shall be responsible for the acts and omissions of its Sublicensees as if such Sublicensees were the relevant Party hereundersubordinate thereto, and (c) if a Party licenses or Sublicenses (as applicable) VirBio shall remain responsible to Xencor for all or substantially all of its rights payments and royalties that become due under this Agreement oras a result of the activities of such sublicensee. Within [***] following the execution of any sublicense agreement, in VirBio shall provide Xencor with written notice of such sublicense and [***]. Notwithstanding any sublicense, VirBio will remain primarily liable to Xencor for the case performance of NOVARTIS, its retained rights in the Licensed Technology (e.g., if LICENSEE Subicenses all of its rights VirBio’s obligations under, and VirBio’s compliance with all provisions of, this Agreement and [***]. In the event of any termination of this Agreement by Xencor pursuant to Develop and Commercialize the terms hereof, all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable). A Party granting a Sublicense Sublicensees pursuant to this Section 2.3 shall furnish 3.3 of both development and commercial rights shall, at the Sublicensee’s written election, automatically become a direct license under this Agreement between Xencor and such Sublicensee with respect to the other Party a true subject matter hereof with all rights and complete copy obligations of each Sublicense VirBio hereunder automatically becoming rights and each amendment theretoobligations of such Sublicensee, within thirty (30) days after unless the Sublicense or amendment has been executedSublicensee is in material default under such sublicense at the time of termination of this Agreement, in which copy may be redacted by case it shall have no such right; provided, that the Party granting scope of the Sublicense to remove proprietary and confidential information to the extent not required to confirm compliance with this Section 2.3; provided that neither Party direct license granted hereunder shall be required adjusted as appropriate to provide copies of any Sublicenses with Third Parties that are solely performing services on behalf of be the same scope as the license granted to such Party (which, for Sublicensee under the avoidance of doubt, shall not include Sublicenses with academic investigators and collaborators). The terms of any Sublicense disclosed to the other Party pursuant to this Section 2.3 shall be deemed the Confidential Information of the relevant Party granting the Sublicenseoriginal sublicense.

Sublicense Rights. Each Party shall have the right to Sublicense the rights granted to it by the other Party under this Agreement VirBio may grant sublicenses (including rights under Section 2.1 and Section 2.2), through multiple tiers tiers) under and within the scope of Sublicensees any Commercial License granted pursuant to its Affiliates or any Third Party, provided that (a) any such Sublicenses Section 3.2. Each sublicense granted by VirBio shall be consistent with all of the relevant terms and conditions of this Agreement, (b) each Party shall be responsible for the acts and omissions of its Sublicensees as if such Sublicensees were the relevant Party hereundersubordinate thereto, and (c) if a Party licenses or Sublicenses (as applicable) VirBio shall remain responsible to Xencor for all or substantially all of its rights payments and royalties that become due under this Agreement oras a result of the activities of such sublicensee. Within [***] following the execution of any sublicense agreement, in VirBio shall [provide Xencor with written notice of such sublicense and [***]. Notwithstanding any sublicense, VirBio will remain primarily liable to Xencor for the case performance of NOVARTIS, its retained rights in the Licensed Technology (e.g., if LICENSEE Subicenses all of its rights VirBio’s obligations under, and VirBio’s compliance with all provisions of, this Agreement and [***]. In the event of any termination of this Agreement by Xencor pursuant to Develop and Commercialize the terms hereof, all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable). A Party granting a Sublicense Sublicensees pursuant to this Section 2.3 shall furnish 3.3 of both development and commercial rights shall, at the Sublicensee’s written election, automatically become a direct license under this Agreement between Xencor and such Sublicensee with respect to the other Party a true subject matter hereof with all rights and complete copy obligations of each Sublicense VirBio hereunder automatically becoming rights and each amendment theretoobligations of such Sublicensee, within thirty (30) days after unless the Sublicense or amendment has been executedSublicensee is in material default under such sublicense at the time of termination of this Agreement, in which copy may be redacted by case it shall have no such right; provided, that the Party granting scope of the Sublicense to remove proprietary and confidential information to the extent not required to confirm compliance with this Section 2.3; provided that neither Party direct license granted hereunder shall be required adjusted as appropriate to provide copies of any Sublicenses with Third Parties that are solely performing services on behalf of be the same scope as the license granted to such Party (which, for Sublicensee under the avoidance of doubt, shall not include Sublicenses with academic investigators and collaborators). The terms of any Sublicense disclosed to the other Party pursuant to this Section 2.3 shall be deemed the Confidential Information of the relevant Party granting the Sublicenseoriginal sublicense.