Common use of Sublicense Clause in Contracts

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicense to third parties during the Term but only for as long the license is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY; (ii) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC Agreement) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided, however, that LICENSEE may submit a proposed Sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to the terms of this Agreement, then such Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon termination of this Agreement for any reason. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicense sublicenses to third parties during the Term but only Term. The terms and conditions of any sublicense shall be in accordance with sound and reasonable business practices in the international pharmaceutical business for as long companies like the license is exclusiveLICENSEE and any fees charged shall be reasonable within the ambit of comparable rights granted by comparable third parties therein. (b) With respect to Sublicense any sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i1) not receive, or agree to receive, anything of value in lieu of cash other than equity in a third party counterparty as consideration considerations from a third party under a Sublicense sublicense granted pursuant to Paragraph 2.2(a) without the express prior written consent of UNIVERSITY, which shall not be unreasonably withheld, whereby a commercially reasonable value shall be attributed to such transfer (incl. to equity in a third party counterparty) and sublicense consideration in lieu of cash and valuated as Sublicense Fees by the LICENSEE and UNIVERSITY; (ii2) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC Agreement) and contained in this Agreement; (iii3) promptly notify UNIVERSITY of each sublicense agreement entered into and provide UNIVERSITY with a copy of each Sublicense issuedsuch sublicense agreement; and (iv4) use all Commercially Reasonable Efforts to collect all LICENSEE payments under the sub-license and guarantee payment of forward all payments duedue by LICENSEE, directly or indirectly, to UNIVERSITY on the terms and conditions hereof from Net Sales, sublicense fees or sublicense consideration in kind of Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees, whereby Paragraph 5.3 remains reserved. (c) Upon termination of this Agreement in accordance with its terms for any reasonwhatever reasons, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall have to cancel or to assign to UNIVERSITY any and all Sublicenses; provided, however, sublicenses provided that LICENSEE may submit a proposed Sublicense sublicensee wishes to UNIVERSITY in advance for UNIVERSITY’s prior approval, receive such approval not to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to the terms of this Agreement, then such Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon termination of this Agreement for any reasonfrom the CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license granted Subject to the limitations set forth in Paragraph 2.1 includes this Agreement, UNIVERSITY hereby grants to LICENSEE, and LICENSEE hereby accepts, the right of LICENSEE to grant Sublicense sublicense the Patent Rights to third parties during the Term Sublicensees but only for so long as long LICENSEE'S license under the license Patent Rights is exclusive. (b) Notwithstanding any other terms in this Agreement, LICENSEE shall not sublicense the Patent Rights to any Affiliate of LICENSEE or to any Affiliate of LICENSEE'S Affiliates. (c) With respect to Sublicense sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i1) not receive, or agree to receive, anything of value in lieu of cash as consideration considerations from a third party under a Sublicense sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY; (ii2) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC AgreementSponsor Rights) and contained in this Agreement; (iii3) promptly provide UNIVERSITY with a copy of each Sublicense sublicense issued; and (iv4) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c1) Upon LICENSEE shall notify UNIVERSITY of any proposed grant of a sublicense and the terms thereof. UNIVERSITY shall then have ten (10) business days to notify LICENSEE that the terms of such proposed sublicense is acceptable or not acceptable, provided, however, that if UNIVERSITY does not notify LICENSEE that the terms are either acceptable or not acceptable, then UNIVERSITY shall be deemed to accept the proposed terms of such proposed sublicense. (2) If a sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon termination of this Agreement for any reason, such sublicense shall continue in full force and effect. If a sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon the license grant in Paragraph 2.1 becoming nonexclusive such sublicense shall continue in full force and effect and all of the payments received thereafter by LICENSEE from such Sublicensee, if any, shall be paid and/or forwarded to UNIVERSITY. (3) Unless sublicense has been preapproved according to subparagraph 2.2 (d)(1), upon termination of this Agreement for any reason, or upon the license grant in Paragraph 2.1 becoming nonexclusive, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided, however, that LICENSEE may submit a proposed Sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to the terms of this Agreement, then such Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon termination of this Agreement for any reasonsublicenses. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicense sublicense to third parties during the Term but only for as long the license for Patent Rights is exclusive. (b) With respect to Sublicense sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i1) not shall have the right to receive, or agree to receive, anything of value in lieu of cash as consideration considerations from a third party under a Sublicense sublicense granted pursuant to Paragraph 2.2(a) without the express written fee consent of UNIVERSITY, provided that, LICENSEE supplies UNIVERSITY with sufficient relevant information such that the UNIVERSITY and LICENSEE can determine the fair value of such non-cash consideration, and thereby, the UNIVERSITY’S fair share of consideration receivable. Should UNIVERSITY and LICENSEE fail to agree upon the fair value of the non-cash consideration, the LICENSEE shall employ an independent third party, mutually agreeable to both the UNIVERSITY and LICENSEE, to make such a determination. Both parties agree that the determination of the independent third party shall be final and binding upon both parties with respect to appropriate fair value of the non-cash consideration; (ii2) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC AgreementSponsor’s Rights) and contained in this Agreement; (iii3) subject to appropriate confidentiality obligations, promptly provide UNIVERSITY with a copy of each Sublicense sublicense issued, with sufficient relevant information such that the UNIVERSITY can determine the fair value of the agreement and UNIVERSITY’s fair share of consideration receivable; and (iv4) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver subject to appropriate confidentiality obligations, all reports due, directly or indirectly, to UNIVERSITY from Sublicensees, with sufficient relevant information such that the UNIVERSITY can determine the fair value and UNIVERSITY’s fair share of consideration receivable. (c) Upon Subject to Article 7.1 herein, upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided, however, that LICENSEE may submit a proposed Sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to the terms of this Agreement, then such Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon termination of this Agreement for any reasonsublicenses. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicense sublicense to third parties during the Term but only for as long the license is exclusive. (b) With respect to Sublicense sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i1) not receive, or agree to receive, anything of value in lieu of cash as consideration considerations from a third party under a Sublicense sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY;, which shall not be withheld provided that LICENSEE can reasonably demonstrate the equivalent cash value of such considerations. (ii2) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC AgreementSponsor's Rights) and contained in this Agreement; (iii3) promptly provide UNIVERSITY with a copy of a summary of the non-confidential material terms of each Sublicense sublicense issued; and (iv4) collect and guarantee forward payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided, however, that LICENSEE may submit a proposed Sublicense . In the event UNIVERSITY elects to UNIVERSITY in advance for UNIVERSITY’s prior approvalcancel the sublicense of any Sublicensee, such approval not Sublicensee may make a written request to be unreasonably withheld or delayed, and if University to enter into negotiations for a license agreement with UNIVERSITY. UNIVERSITY approves such Sublicense, and Sublicensee agrees to the negotiate in good faith a license agreement, with a grant of rights similar in scope to that granted by LICENSEE to such Sublicensee, with terms of and conditions substantially equivalent to those in this Agreement, then such Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon termination of this Agreement for any reason. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license licenses granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicense Sublicenses to third parties during the Term but only Term. LICENSEE may further grant to its Sublicensee(s) the right to grant their own Sublicense(s) to Sublicensee(s), who together shall be considered Sublicensee(s) holding a Sublicense for as long all purposes of this Agreement. The terms of each Sublicense agreement have to be consistent with the license is exclusiveterms of this Agreement. (b) With respect to Sublicense Sublicenses granted pursuant to Paragraph 2.2(a), LICENSEE shall: : (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY. In the event LICENSEE wishes to consider non-cash consideration for any Sublicense Fees, UNIVERSITY and LICENSEE shall first agree to the equivalent cash-value of said consideration and LICENSEE shall pay to UNIVERSITY UNIVERSITY’S share in cash, in accordance with Paragraph 3.1(d) below; (ii) to the extent applicable, include all of the rights of and provisions to enable LICENSEE to perform its obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC Agreement) and contained in this Agreement; ; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which may be redacted with respect to information that is not relevant to UNIVERSITY’s rights under this Agreement and deemed to be confidential by LICENSEE; and and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITYLICENSEE will have the right to assign, at its sole discretioneffective as of the effective date of termination of this Agreement, shall determine whether LICENSEE shall cancel or assign this Agreement to UNIVERSITY any and all SublicensesSublicensees, and this Agreement will survive with respect to such Sublicensees; providedprovided that (i) the Sublicensee is in good standing upon termination of this Agreement with LICENSEE; (ii) the Sublicensee is not involved in litigation as an adverse plaintiff party to the UNIVERSITY as of [**] after such termination, howeverand (iii) the Sublicensee is not conducting business in a country barred by statute or executive order. In the event this Agreement is assigned to any Sublicensee and survives with respect to such Sublicensee, that LICENSEE may submit a proposed Sublicense to UNIVERSITY the Sublicensee will promptly agree in advance for UNIVERSITY’s prior approval, such approval not writing to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to bound by the terms of this Agreement, then such including but not limited to payment to the UNIVERSITY of milestone payments, earned royalties, Sublicense shall also become a direct license between Sublicensee Fees, and UNIVERSITY upon termination of patent reimbursement required under Article 3. If this Agreement for any reasonis assigned to and survives with respect to more than one Sublicense, the payment obligations described above may be prorated among the Sublicensees. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE (i) to grant Sublicense Sublicenses to third parties parties, through multiple tiers of Sublicensees, during the Term but only for as long the license is exclusiveexclusive with respect to any Patent Rights and (ii) to grant sublicenses to Affiliates, through multiple tiers of Affiliates and Sublicensees. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value any non-cash consideration in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY; (ii) to the extent applicableapplicable to the rights granted under a Sublicense, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC Agreement) and contained in this Agreement; (iii) promptly within [***] of the execution of the Sublicense agreement, provide UNIVERSITY with a copy of each Sublicense issued; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY may terminate a Sublicensee but will allow any Sublicenses granted by LICENSEE or its Affiliates prior to such termination to survive as direct licenses from UNIVERSITY provided a) that the Sublicensee is in good standing upon termination of this Agreement with Licensee; and b) the Sublicensee is not currently involved in litigation as an adverse party to the UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided. In no case, however, will UNIVERSITY be bound by duties and obligations contained in any Sublicense that LICENSEE may submit extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement. If a proposed Sublicense to UNIVERSITY survives, the Sublicensee will promptly agree in advance for UNIVERSITY’s prior approval, such approval not writing to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to bound by the applicable terms of this Agreement, then including but not limited to, in lieu of the payment obligations under the applicable Sublicense agreement from the LICENSEE to said Sublicensee, payment to the UNIVERSITY of milestone, earned royalty, patent reimbursement, and Sublicense fees required under Article 3 applicable to such Sublicensee. If there is more than one Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon that survives the termination of this Agreement Agreement, the payment obligations for any reasonPatent Costs may be prorated among the Sublicensees of relevant Patent Rights. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license granted in Paragraph 2.1 includes 3.1 LICENSOR hereby grants to LICENSEE a royalty-bearing, and, subject to the right provisions of sections 3.5 and 6.2 hereinbelow, exclusive sublicense under PATENT RIGHTS and 'TECHNOLOGY RIGHTS to manufacture, have manufactured, use, import, offer to sell and/or sell LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED FIELD. This grant is subject to Sections 14.2, and 14.3 hereinbelow, the payment by LICENSEE to grant Sublicense to third parties during the Term but only for LICENSOR of all consideration as long the license is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY; (ii) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 provided herein and the VA/UC Agreement) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued; and (iv) collect and guarantee timely payment of all payments dueamounts due under any related sponsored research agreement between CARDIFF and LICENSEE or between KUL and LICENSEE or between CARDIFF, directly or indirectly, to UNIVERSITY from Sublicensees KUL and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from SublicenseesLICENSEE in effect during this AGREEMENT. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided, however, that 3.2 LICENSEE may submit a proposed Sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to grant sublicenses under LICENSED SUBJECT MATTER consistent with the terms of this AgreementAGREEMENT provided that LICENSEE is responsible for such sublicensees, then and for diligently collecting all amounts due to LICENSEE from such Sublicense shall also become sublicensees. If any such sublicensee becomes bankrupt, insolvent or is placed in the hands of a direct license between Sublicensee receiver or trustee, LICENSEE, acting under applicable law and UNIVERSITY upon in a timely manner, agrees to use its best reasonable efforts to collect all consideration owed to LICENSEE, including having the sublicense agreement confirmed or rejected in a court of proper jurisdiction, if commercially reasonable. 3.3 LICENSEE must deliver to LICENSOR a true and correct copy of each sublicense granted by LICENSEE and any modification or termination thereof, within thirty (30) calendar days after execution, modification, or termination. 3.4 If this AGREEMENT is terminated pursuant to Article XIII-Term and Termination, LICENSOR agrees to accept as successors to LICENSEE, existing sublicensees in good standing at the date of termination provided that each such sublicensee consents in writing to be bound by such of the terms and conditions of this Agreement for any reasonAGREEMENT as LICENSOR requires. (d) If LICENSEE grants a license to a third party under its own interest 3.5 Nothing contained in the Field this AGREEMENT shall be interpreted or construed in any patent rights claiming Inventionway as preventing LICENSOR from permitting CARDIFF and/or KUL and/or RIGA to undertake or to Continue with any non-commercial research utilising PATENT RIGHTS, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this ParagraphTECHNOLOGY RIGHTS and/or LICENSED SUBJECT MATTER.

Sublicense. (a) The license Subject to compliance with the terms of this Section 2.2(a), the exclusive licenses granted in Paragraph Section 2.1 includes to Licensee include the right of LICENSEE Licensee to grant Sublicense Sublicenses to third parties in the Field of Use and in the Territory during the Term Term, but only for as long to the extent that and during the period of time that the license to the applicable Dartmouth IP is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE exclusive and provided that Licensee shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a such Sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITYDartmouth, not to be unreasonably withheld; (ii) to the extent applicable, include all of limit the rights granted under the Sublicense to comply with the scope of and obligations due rights granted to UNIVERSITY (and, if applicable, the rights and obligations of the US Government Licensee under 35 U.S.C. §§ 200-212 and the VA/UC Agreement) and contained in this Agreement; (iii) prohibit any further sublicenses by the Sublicensee; (iv) obligate each Sublicensee to carry insurance and indemnify Dartmouth to the same extent as Licensee’s obligations under this Agreement; (v) make no warranties or representations on behalf of Dartmouth nor agree to any liability on behalf of Dartmouth (vi) include Dartmouth’s rights set forth in Section 2.2(b) with respect to the Sublicense upon termination of this Agreement; (vii) include the provision required by Section 8.2; (viii) promptly provide UNIVERSITY Dartmouth with a copy of each Sublicense issued; and; (ivix) use commercially reasonable efforts to collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY Dartmouth from Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY Dartmouth from Sublicensees; and (x) include Dartmouth as a named third party beneficiary under each Sublicense. (cb) Upon Unless a Sublicensee receives written agreement to the contrary from Dartmouth prior to the date on which the Sublicense becomes effective, upon the expiration or termination of this Agreement for any reason, UNIVERSITYDartmouth, at its sole discretion, shall determine whether LICENSEE shall cancel may take any of the following actions: terminate the Sublicense, accept assignment of the Sublicense from Licensee, or assign reissue the license directly to UNIVERSITY any Sublicensee from Dartmouth on reasonable terms and all Sublicenses; provided, however, that LICENSEE may submit a proposed Sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not conditions to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to the terms of this Agreement, then such Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon termination of this Agreement for any reasonnegotiated in good faith. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any patent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Paragraph.

Sublicense. (a) The license granted in Paragraph 2.1 includes 3.1 LICENSOR hereby grants to LICENSEE a royalty-bearing, and, subject to the right provisions of sections 3.5 and 6.2 hereinbelow, exclusive sublicense under PATENT RIGHTS and ‘TECHNOLOGY RIGHTS to manufacture, have manufactured, use, import, offer to sell and/or sell LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED FIELD. This grant is subject to Sections 14.2, and 14.3 hereinbelow, the payment by LICENSEE to grant Sublicense to third parties during the Term but only for LICENSOR of all consideration as long the license is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Paragraph 2.2(a) without the express written consent of UNIVERSITY; (ii) to the extent applicable, include all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 provided herein and the VA/UC Agreement) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued; and (iv) collect and guarantee timely payment of all payments dueamounts due under any related sponsored research agreement between CARDIFF and LICENSEE or between KUL and LICENSEE or between CARDIFF, directly or indirectly, to UNIVERSITY from Sublicensees KUL and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from SublicenseesLICENSEE in effect during this AGREEMENT. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided, however, that 3.2 LICENSEE may submit a proposed Sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to grant sublicenses under LICENSED SUBJECT MATTER consistent with the terms of this AgreementAGREEMENT provided that LICENSEE is responsible for such sublicensees, then and for diligently collecting all amounts due to LICENSEE from such Sublicense shall also become sublicensees. If any such sublicensee becomes bankrupt, insolvent or is placed in the hands of a direct license between Sublicensee receiver or trustee, LICENSEE, acting under applicable law and UNIVERSITY upon in a timely manner, agrees to use its best reasonable efforts to collect all consideration owed to LICENSEE, including having the sublicense agreement confirmed or rejected in a court of proper jurisdiction, if commercially reasonable. 3.3 LICENSEE must deliver to LICENSOR a true and correct copy of each sublicense granted by LICENSEE and any modification or termination thereof, within thirty (30) calendar days after execution, modification, or termination. 3.4 If this AGREEMENT is terminated pursuant to Article XIII-Term and Termination, LICENSOR agrees to accept as successors to LICENSEE, existing sublicensees in good standing at the date of termination provided that each such sublicensee consents in writing to be bound by such of the terms and conditions of this Agreement for any reasonAGREEMENT as LICENSOR requires. (d) If LICENSEE grants a license to a third party under its own interest 3.5 Nothing contained in the Field this AGREEMENT shall be interpreted or construed in any patent rights claiming Inventionway as preventing LICENSOR from permitting CARDIFF and/or KUL and/or RIGA to undertake or to Continue with any non-commercial research utilising PATENT RIGHTS, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this ParagraphTECHNOLOGY RIGHTS and/or LICENSED SUBJECT MATTER.