Common use of Sublicense Survival Clause in Contracts

Sublicense Survival. In the event of any termination of this Agreement with respect to any Licensed Gene Targets, where such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Gene Targets or by any material breach by such Sublicensee of its obligations under its Sublicense from Akouos, such termination of this Agreement shall be without prejudice to the rights of the non-breaching Sublicensee of such Licensed Gene Targets of Akouos and MEE shall, if requested by the Sublicensee, enter into a license agreement directly with the Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that (a) the Replacement 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 license grant under the Replacement Sublicense Agreement shall be the same as that granted by Akouos to such Sublicensee pursuant to the Sublicense between Akouos and such Sublicensee, (c) the financial terms of any Replacement Sublicense Agreement shall be such that MEE shall receive the same consideration Akouos would have received under the Sublicense, (d) the Sublicensee shall not have any obligations under the Replacement Sublicense Agreement that are greater than or inconsistent with the obligations of the Sublicensee under this Sublicense 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 to enforce it directly against MEE.

Sublicense Survival. In the event of any termination of this Agreement with respect to any Licensed Gene Targets, where such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Gene Targets or by any material breach by such Sublicensee of its obligations under its Sublicense from Akouos, such termination of this Agreement shall be without prejudice to the rights of the non-breaching Sublicensee of such Licensed Gene Targets of Akouos and MEE Lonza shall, if requested by the Sublicensee, enter into a license agreement directly with the Sublicensee (the “Replacement Sublicense Agreement”) on substantially the same terms and conditions as those set forth in this Agreement; provided, however, that (a) the Replacement Sublicense Agreement shall provide that in no event shall such Sublicensee be liable to MEE Lonza for any actual or alleged default by Akouos of this Agreement, (b) the scope and territory of the license grant under the Replacement Sublicense Agreement shall be the same as that granted by Akouos to such Sublicensee pursuant to the Sublicense between Akouos and such Sublicensee, (c) the financial terms of any Replacement Sublicense Agreement shall be such that MEE Lonza shall receive the same consideration Akouos would have received under the Sublicense, (d) the Sublicensee shall not have any obligations under the Replacement Sublicense Agreement that are greater than or inconsistent with the obligations of the Sublicensee under this Sublicense and (e) MEE 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 10.5.6 10.5.7 with the right to enforce it directly against MEELonza.

Sublicense Survival. In the event of any termination of this Agreement with respect to where such termination affects any Sublicense involving any Licensed Gene TargetsProducts, where and such termination has not been caused by any action or inaction on the part of any Sublicensee of such Licensed Gene Targets or by 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 by such Sublicensee of its obligations under its Sublicense from AkouosTDTx (such Sublicensee, a “Compliant Sublicensee”), such termination of this Agreement shall be without prejudice to the rights of the non-breaching such Compliant Sublicensee of such Licensed Gene Targets Products of Akouos TDTx, and MEE 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 (a) [***]. In the event that any such Replacement Sublicense Agreement shall provide that 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 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 license grant field to those rights that existed under the Sublicense that was in place directly with TDTx, Licensors will enter into such Replacement Sublicense Agreement shall be the same as that granted by Akouos to with such Compliant Sublicensee pursuant to the Sublicense between Akouos during such [***] negotiation period and such Sublicensee, (c) the financial terms of any Replacement Sublicense Agreement shall be such that MEE shall receive the same consideration Akouos would have received under the Sublicense, (d) the Sublicensee shall not have any obligations under the Replacement Sublicense Agreement that are greater than or inconsistent with the obligations of the Sublicensee under this Sublicense and (e) MEE will not have the right in such case to deny the grant of any obligations under such 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 to enforce it directly against MEEany Compliant Sublicensee.