Common use of Sublicense Terms Clause in Contracts

Sublicense Terms. Each Sublicensee must be subject to a written sublicense agreement containing all terms of the sublicense, which shall include at least the following terms and conditions: (a) record keeping, audit and reporting obligations substantially equivalent to those set forth in Sections 8.1 and 8.2 of this Agreement, sufficient to enable Licensee and Institute to reasonably verify the payments due to Licensee and Institute under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Licensed Product, including the right for Institute (or its designee) to perform a direct audit of Sublicensee’s books and records on terms no less stringent than those set forth in Section 8.2 of this Agreement; (b) infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on Licensee and do not provide greater rights to Sublicensee than as provided in Article 14; (c) confidentiality provisions with respect to Confidential Information of Institute consistent with the restrictions on Licensee in Article 22 of this Agreement; (d) a requirement of indemnification of Institute by Sublicensee that is equivalent to the indemnification of Institute by Licensee under Section 15.1 of this Agreement; and (e) a requirement of obtaining and maintaining insurance by Sublicensee that is equivalent to the insurance requirements of Licensee under Section 15.4 of this Agreement. Any Sublicense that does not include all of the terms and conditions set forth in this Section 3.3 or which is not issued in accordance with the terms and conditions set forth in this Article 3, shall be considered null and void with no further notice from Institute.

Appears in 2 contracts

Samples: Exclusive License Agreement (Atara Biotherapeutics, Inc.), Exclusive License Agreement (Atara Biotherapeutics, Inc.)

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Sublicense Terms. Each Sublicensee must be subject to a written sublicense agreement containing all terms of the sublicense, which shall include at least the following terms and conditions: (a) record keeping, audit and reporting obligations substantially equivalent to those set forth in Sections 8.1 and 8.2 of this Agreement, sufficient to enable Licensee and Institute to reasonably verify the payments due to Licensee and Institute under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Licensed Product, including the right for Institute (or its designee) to perform a direct audit of Sublicensee’s books and records on terms no less stringent than those set forth in Section 8.2 of this Agreement; (b) infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on Licensee and do not provide greater rights to Sublicensee than as provided in Article Section 14; (c) confidentiality provisions with respect to Confidential Information of Institute consistent with the restrictions on Licensee in Article 22 of this Agreement; (d) a requirement of indemnification of Institute by Sublicensee that is equivalent to the indemnification of Institute by Licensee under Section 15.1 of this Agreement; and (e) a requirement of obtaining and maintaining insurance by Sublicensee that is equivalent to the insurance requirements of Licensee under Section 15.4 15.2 of this Agreement. Any Sublicense that does not include all of the terms and conditions set forth in this Section 3.3 or which is not issued in accordance with the terms and conditions set forth in this Article 3, shall be considered null and void with no further notice from Institute.

Appears in 1 contract

Samples: Exclusive License Agreement (Atara Biotherapeutics, Inc.)

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Sublicense Terms. Each Sublicensee must be subject to a written sublicense agreement containing all terms of the sublicense, which shall include at least the following terms and conditions: (a) record keeping, audit and reporting obligations substantially equivalent to those set forth in Sections 8.1 and 8.2 of this Agreement, sufficient to enable Licensee and Institute to reasonably verify the payments due to Licensee and Institute under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Licensed Product, including the right for Institute (or its designee) to perform a direct audit of Sublicensee’s books and records on terms no less stringent than those set forth in Section 8.2 of this Agreement; (b) infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on Licensee and do not provide greater rights to Sublicensee than as provided in Article 14; (c) confidentiality provisions with respect to Confidential Information of Institute consistent with the restrictions on Licensee in Article 22 of this Agreement; (d) a requirement of indemnification of Institute by Sublicensee that is equivalent to the indemnification of Institute by Licensee under Section 15.1 of this Agreement; and (e) a requirement of obtaining and maintaining insurance by Sublicensee that is equivalent to the insurance requirements of Licensee under Section 15.4 of this Agreement. 9745235_1.docx Any Sublicense that does not include all of the terms and conditions set forth in this Section 3.3 or which is not issued in accordance with the terms and conditions set forth in this Article 3, shall be considered null and void with no further notice from Institute.

Appears in 1 contract

Samples: Exclusive License Agreement (Atara Biotherapeutics, Inc.)

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