Common use of Sublicense Survival Clause in Contracts

Sublicense Survival. In the event of any termination of this Agreement where such termination affects any Sublicense involving any Licensed Products, and such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Products and such Sublicensee is, as of the effective date of such termination, current and fully compliant with all of its material obligations and with all of the terms and conditions of such Sublicense and is not otherwise in any uncured material breach of its obligations under its Sublicense from TDTx (such Sublicensee, a “Compliant Sublicensee”), such termination of this Agreement shall be without prejudice to the rights of such Compliant Sublicensee of such Licensed Products of TDTx, and Licensors shall, if requested in writing by the Compliant Sublicensee, within a period not to exceed [***] from the date of such written request, enter into good faith negotiations for a definitive license agreement directly with the Compliant Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that [***]. In the event that any such Replacement Sublicense involves only a pass-through Sublicense of the same or substantially the same scope of sublicensed intellectual property and for the same or substantially the same licensed field of use for the sublicensed intellectual property rights to be granted to such Compliant Sublicensee relative to the original Sublicense, and does not involve any additional material performance obligations or any other material obligations such as indemnification obligations or other obligations, liabilities, covenants, or responsibilities for either MEE or Lonza other than the grant of the continued Sublicense rights under the same or substantially the same scope of licensed intellectual property comparable in scope and field to those rights that existed under the Sublicense that was in place directly with TDTx, Licensors will enter into such Replacement Sublicense with such Compliant Sublicensee during such [***] negotiation period and will not have the right in such case to deny the grant of any such Replacement Sublicense to any Compliant Sublicensee.

Sublicense Survival. In the event of any termination of this Agreement where such termination affects any Sublicense involving with respect to any Licensed ProductsGene Targets, and where such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Products and Gene Targets or by any material breach by such Sublicensee is, as of the effective date of such termination, current and fully compliant with all of its material obligations and with all of the terms and conditions of such Sublicense and is not otherwise in any uncured material breach of its obligations under its Sublicense from TDTx (such Sublicensee, a “Compliant Sublicensee”)Akouos, such termination of this Agreement shall be without prejudice to the rights of such Compliant the non-breaching Sublicensee of such Licensed Products Gene Targets of TDTx, Akouos and Licensors MEE shall, if requested in writing by the Compliant Sublicensee, within a period not to exceed [***] from the date of such written request, enter into good faith negotiations for a definitive license agreement directly with the Compliant Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that [***]. In (a) the event that any such Replacement Sublicense involves only a pass-through Sublicense Agreement shall provide that in no event shall such Sublicensee be liable to MEE for any actual or alleged default by Akouos of this Agreement, (b) the scope and territory of the same or substantially license grant under the Replacement Sublicense Agreement shall be the same scope as that granted by Akouos to such Sublicensee pursuant to the Sublicense between Akouos and such Sublicensee, (c) the financial terms of sublicensed intellectual property and for any Replacement Sublicense Agreement shall be such that MEE shall receive the same or substantially consideration Akouos would have received under the same licensed field of use for the sublicensed intellectual property rights to be granted to such Compliant Sublicensee relative to the original Sublicense, and does (d) the Sublicensee shall not involve have any additional material performance obligations under the Replacement Sublicense Agreement that are greater than or any other material inconsistent with the obligations such as indemnification obligations or other obligations, liabilities, covenants, or responsibilities for either MEE or Lonza other than the grant of the continued Sublicensee under this Sublicense rights under the same or substantially the same scope of licensed intellectual property comparable in scope and field to those rights that existed under the Sublicense that was in place directly with TDTx, Licensors will enter into such Replacement Sublicense with such Compliant Sublicensee during such [***] negotiation period and (e) MEE will not have any obligations under Replacement Sublicense Agreement that are greater than or inconsistent with the obligations of Akouos under the Sublicense. Each such Sublicensee of Akouos shall be deemed a third party beneficiary of this Section 10.5.6 with the right in such case to deny the grant of any such Replacement Sublicense to any Compliant Sublicenseeenforce it directly against MEE.

Sublicense Survival. In the event of any termination of this Agreement where such termination affects any Sublicense involving with respect to any Licensed ProductsGene Targets, and where such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Products and Gene Targets or by any material breach by such Sublicensee is, as of the effective date of such termination, current and fully compliant with all of its material obligations and with all of the terms and conditions of such Sublicense and is not otherwise in any uncured material breach of its obligations under its Sublicense from TDTx (such Sublicensee, a “Compliant Sublicensee”)Akouos, such termination of this Agreement shall be without prejudice to the rights of such Compliant the non-breaching Sublicensee of such Licensed Products Gene Targets of TDTx, Akouos and Licensors Lonza shall, if requested in writing by the Compliant Sublicensee, within a period not to exceed [***] from the date of such written request, enter into good faith negotiations for a definitive license agreement directly with the Compliant Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that [***]. In (a) the event that any such Replacement Sublicense involves only a pass-through Sublicense Agreement shall provide that in no event shall such Sublicensee be liable to Lonza for any actual or alleged default by Akouos of this Agreement, (b) the scope and territory of the same or substantially license grant under the Replacement Sublicense Agreement shall be the same scope as that granted by Akouos to such Sublicensee pursuant to the Sublicense between Akouos and such Sublicensee, (c) the financial terms of sublicensed intellectual property and for any Replacement Sublicense Agreement shall be such that Lonza shall receive the same or substantially consideration Akouos would have received under the same licensed field of use for the sublicensed intellectual property rights to be granted to such Compliant Sublicensee relative to the original Sublicense, and does (d) the Sublicensee shall not involve have any additional material performance obligations under the Replacement Sublicense Agreement that are greater than or any other material inconsistent with the obligations such as indemnification obligations or other obligations, liabilities, covenants, or responsibilities for either MEE or Lonza other than the grant of the continued Sublicensee under this Sublicense rights under the same or substantially the same scope of licensed intellectual property comparable in scope and field to those rights that existed under the Sublicense that was in place directly with TDTx, Licensors will enter into such Replacement Sublicense with such Compliant Sublicensee during such [***] negotiation period and (e) Lonza will not have any obligations under Replacement Sublicense Agreement that are greater than or inconsistent with the obligations of Akouos under the Sublicense. Each such Sublicensee of Akouos shall be deemed a third party beneficiary of this Section 10.5.7 with the right in such case to deny the grant of any such Replacement Sublicense to any Compliant Sublicenseeenforce it directly against Lonza.

Sublicense Survival. In the event of any Upon an early termination of Ideaya’s license rights under this Agreement where such termination affects any Sublicense involving any Licensed Productspursuant to Section 13.3 by Biocytogen, and such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Products and such Sublicensee is, as of the effective date of such termination, current and fully compliant with all of its material obligations and with all of the terms and conditions of such Sublicense and is not otherwise in any uncured material breach of its obligations under its Sublicense from TDTx (such Sublicensee, a “Compliant Sublicensee”), such termination of this Agreement i) Ideaya shall be without prejudice provide written notice to the rights of such Compliant Sublicensee of such Licensed Products of TDTx, and Licensors shall, if requested in writing by the Compliant Sublicensee, Biocytogen within a period not to exceed [***] from following the notice of termination that it desires to have any Third Party Sublicensee to become a direct licensee of Biocytogen of substantially identical scope as the sublicense granted by Ideaya or its Affiliates and on terms substantially identical to this Agreement (“Direct License”), (ii) during a period of [***] following the date of such written requestdelivery of notice of termination of this Agreement pursuant to Section 13.3, enter into good faith negotiations for a definitive license agreement directly with the Compliant Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that [***], and (iii) if such Third Party Sublicensee is then not in material breach of the terms of this Agreement in regard to such sublicense, and is then in compliance with all Applicable Laws at the date of delivery of notice of termination of this Agreement, and if such Third Party Sublicensee agrees in writing to assume all applicable obligations of Ideaya under this Agreement, taking into consideration any differences in scope or territory between this Agreement and the applicable sublicense agreement, then (y) the Direct License will automatically become effective, upon the effective date of termination of this Agreement, and such sublicense shall terminate effective upon the effective date of the Direct License, and (z) Biocytogen and such Third Party Sublicensee shall promptly enter into a written agreement reflecting terms of the Direct License. In Notwithstanding the event foregoing, provided Ideaya and such Sublicensee have complied with the obligations to provide information under clause (ii) above, Biocytogen has not completed its inquiries or review of information set forth above by the effective date of termination of this Agreement, such Direct License will also automatically become effective upon the effective date of termination, subject to Biocytogen’s right to terminate such Direct License in accordance with the terms thereof, and if Ideaya disputes Biocytogen’s determination that any such Replacement Sublicense involves only a pass-through Sublicense Sublicensee was in material breach of the same or substantially the same scope terms of sublicensed intellectual property and for the same or substantially the same licensed field of use for the sublicensed intellectual property rights to be granted this Agreement in regard to such Compliant Sublicensee relative sublicense, or was not in compliance with all Applicable Laws at the date of delivery of notice of termination of this Agreement, then the Parties may submit such dispute for resolution pursuant to the original SublicenseArticle 14, and does this Agreement shall not involve any additional material performance obligations or any other material obligations be terminated with respect to such as indemnification obligations or other obligations, liabilities, covenants, or responsibilities for either MEE or Lonza other than the grant of the continued Sublicense rights under the same or substantially the same scope of licensed intellectual property comparable in scope and field to those rights that existed under the Sublicense that was in place directly with TDTx, Licensors will enter into such Replacement Sublicense with such Compliant Sublicensee during the pendency of such [***] negotiation period and will not have the right in such case to deny the grant of any such Replacement Sublicense to any Compliant Sublicenseedispute resolution.