Common use of Sublicense Terms Clause in Contracts

Sublicense Terms. Each permitted license or sublicense and agreement with a Sublicensee (i) must be consistent with the terms and conditions of this Agreement, (ii) must contain a provision under which the licensing Party shall obtain an exclusive or non-exclusive license, with the right to grant a sublicense to the other Party as set forth under this Agreement, to Develop, have Developed, Manufacture, have Manufactured, to Commercialize and have Commercialized Licensed Product in the Territory under Know-how and Patent Rights owned or licensed by such Sublicensee or any of its Affiliates, that are (A) necessary to Develop, Manufacture or Commercialize Licensed Product, (B) incorporated in any Licensed Product, in the case of such Know-how, or that Cover any Licensed Product, in the case of such Patent Rights, and (C) reasonably useful to Develop, Manufacture or Commercialize Licensed Product, provided, however, that notwithstanding the foregoing provisions of this clause (ii), if the applicable Sublicensee is not granted the right under such license or sublicense to Commercialize or have Commercialized Licensed Product in the AVEO Territory or the Licensed Territory, the provisions of the foregoing subclauses (A) and (B) shall be limited only to Know-how and Patent Rights generated by such Sublicensee or any of its Affiliates that arise directly out of the Development or Manufacture of Licensed Product under such license or sublicense agreement and the provisions of the foregoing subclause (C) shall not apply, and (iii) must not contain provisions that result in the licensing Party not having the ability to license or sublicense to the other Party as set forth in this Agreement any Patent Rights or Know-how owned, licensed, used or practiced by the licensing Party or any of its Affiliates. Each permitted license or sublicense by AVEO or any of its Affiliates must contain a provision that the applicable Sublicensee and its Affiliates shall not Develop, Manufacture or Commercialize a Directly Competitive Product or collaborate with, or grant to, any other Third Party any license or right to Develop, Manufacture or Commercialize a Directly Competitive Product.

Sublicense Terms. All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the terms of this Agreement. LICENSEE shall be responsible for its Sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a Sublicensee which would be a material breach of this Agreement if performed by LICENSEE shall be deemed to be a material breach by LICENSEE of this Agreement. Each permitted license or sublicense agreement granted by LICENSEE shall include an audit right by BCM of the same scope as provided in Section 7 hereof with respect to LICENSEE. LICENSEE shall give BCM prompt notification of the identity and address of each Sublicensee with whom it concludes a sublicense agreement and shall supply BCM with a copy of each such sublicense agreement. LICENSEE may redact from such copies any information LICENSEE deems confidential that does not affect the obligations of LICENSEE under this Agreement or BCM’s ability to monitor LICENSEE’s compliance with its payment obligations under this Agreement. BCM shall keep any such copies of Sublicense agreements in its confidential files, shall not disclose such agreements or the contents thereof to any third party (except auditors or legal advisors of BCM for the purpose set forth below), and shall use them solely for the purpose of monitoring LICENSEE’s and Sublicensees’ compliance with their obligations hereunder and enforcing BCM’s rights under this Agreement. Sublicenses for debt forgiveness shall be prohibited. Each Sublicensee (i) must be consistent with the subject to a written agreement that contains obligations, terms and conditions in favor of this AgreementHHMI or the HHMI Indemnitees, (ii) must contain a provision under which the licensing Party shall obtain an exclusive or non-exclusive license, with the right to grant a sublicense to the other Party as set forth under this Agreement, to Develop, have Developed, Manufacture, have Manufactured, to Commercialize and have Commercialized Licensed Product in the Territory under Know-how and Patent Rights owned or licensed by such Sublicensee or any of its Affiliatesapplicable, that are (A) necessary substantially similar to Develop, Manufacture or Commercialize Licensed Product, (B) incorporated those undertaken by LICENSEE in any Licensed Product, in the case favor of such Know-how, or that Cover any Licensed Product, in the case of such Patent Rights, and (C) reasonably useful to Develop, Manufacture or Commercialize Licensed Product, provided, however, that notwithstanding the foregoing provisions of this clause (ii), if the applicable Sublicensee is not granted the right under such license or sublicense to Commercialize or have Commercialized Licensed Product in the AVEO Territory HHMI or the Licensed TerritoryHHMI Indemnitees, as applicable, under this Agreement and intended for the protection of the HHMI Indemnitees, including, without limitation, the provisions of the foregoing subclauses (A) obligations, terms and (B) shall be limited only to Know-how conditions regarding indemnification, insurance and Patent Rights generated by such Sublicensee or any of its Affiliates that arise directly out of the Development or Manufacture of Licensed Product under such license or sublicense agreement and the provisions of the foregoing subclause (C) shall not apply, and (iii) must not contain provisions that result in the licensing Party not having the ability to license or sublicense to the other Party as set forth in this Agreement any Patent Rights or Know-how owned, licensed, used or practiced by the licensing Party or any of its Affiliates. Each permitted license or sublicense by AVEO or any of its Affiliates must contain a provision that the applicable Sublicensee and its Affiliates shall not Develop, Manufacture or Commercialize a Directly Competitive Product or collaborate with, or grant to, any other Third Party any license or right to Develop, Manufacture or Commercialize a Directly Competitive ProductHHMI’s third party beneficiary status.