Common use of Sublicense Clause in Contracts

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses (including through multiple tiers) to third parties during the Term. (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 prior written consent of Cornell, such consent not to be unreasonably refused; provided, however, that in the event that, prior to the execution of any such Sublicense, LICENSEE and Cornell discuss and agree in good faith on the treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this subsection 2.2b(i) shall not apply; (ii) to the extent applicable, include all of the rights of and obligations due to Cornell (and, if applicable, the Sponsor's Rights) and contained in this Agreement; (iii) promptly provide Cornell with a copy of each Sublicense issued and any amendment made to any Sublicense; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to Cornell from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Cornell from Sublicensees. (c) Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effective, upon termination of this Agreement for any reason, Cornell, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to Cornell said Sublicense.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses (including through multiple tiers) sublicenses to third parties during the Term. The terms and conditions of any sublicense shall be in accordance with sound and reasonable business practices in the international pharmaceutical business for companies like the LICENSEE 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 CornellUNIVERSITY, such consent which shall not to be unreasonably refused; providedwithheld, however, that 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 event that, prior to the execution of any such Sublicense, LICENSEE and Cornell discuss and agree in good faith on the treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this subsection 2.2b(i) shall not applyUNIVERSITY; (ii2) to the extent applicable, include all of the rights of and obligations due to Cornell (and, if applicable, the Sponsor's Rights) UNIVERSITY and contained in this Agreement; (iii3) promptly notify UNIVERSITY of each sublicense agreement entered into and provide Cornell UNIVERSITY with a copy of each Sublicense issued and any amendment made to any Sublicensesuch 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 Cornell 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 Cornell UNIVERSITY from Sublicensees, whereby Paragraph 5.3 remains reserved. (c) Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effective, upon Upon termination of this Agreement in accordance with its terms for any reasonwhatever reasons, CornellUNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall have to cancel or to assign to Cornell said SublicenseUNIVERSITY any and all sublicenses provided that sublicensee wishes to receive such direct license from 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.

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 Sublicenses (including through multiple tiers) sublicense the Patent Rights to third parties during Sublicensees but only for so long as LICENSEE'S license under the TermPatent 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 prior express written consent of Cornell, such consent not to be unreasonably refused; provided, however, that in the event that, prior to the execution of any such Sublicense, LICENSEE and Cornell discuss and agree in good faith on the treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this subsection 2.2b(i) shall not applyUNIVERSITY; (ii2) to the extent applicable, include all of the rights of and obligations due to Cornell UNIVERSITY (and, if applicable, the Sponsor's Sponsor Rights) and contained in this Agreement; (iii3) promptly provide Cornell UNIVERSITY with a copy of each Sublicense issued and any amendment made to any Sublicensesublicense issued; and (iv4) collect and guarantee payment of all payments due, directly or indirectly, to Cornell UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Cornell UNIVERSITY from Sublicensees. (c1) Unless LICENSEE shall notify UNIVERSITY of any proposed grant of a Sublicense receives written consent from Cornell prior sublicense and the terms thereof. UNIVERSITY shall then have ten (10) business days to its issuance by 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 Sublicensee and becomes effectiveproposed 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, Cornellsuch 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 Cornell said SublicenseUNIVERSITY any and all sublicenses.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses (including through multiple tiers) Sublicense to third parties during the TermTerm 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 prior express written consent of Cornell, such consent not to be unreasonably refused; provided, however, that in the event that, prior to the execution of any such Sublicense, LICENSEE and Cornell discuss and agree in good faith on the treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this subsection 2.2b(i) shall not applyUNIVERSITY; (ii) to the extent applicable, include all of the rights of and obligations due to Cornell UNIVERSITY (and, if applicable, the Sponsor's Rightsrights 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 Cornell UNIVERSITY with a copy of each Sublicense issued and any amendment made to any Sublicenseissued; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to Cornell UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Cornell UNIVERSITY from Sublicensees. (c) Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effective, upon Upon termination of this Agreement for any reason, CornellUNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to Cornell 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 Sublicensethird party under this Paragraph.

Sublicense. 5.1 Pursuant to Article 1.3 of the present Agreement, ARKEMA may grant any SUBLICENSE to SUBLICENSEES under the PATENTS subject to REPRESENTATIVE’s prior approval, which shall not be unreasonably withheld. For this purpose, ARKEMA shall notify to the REPRESENTATIVE the SUBLICENSE under consideration. Lack of REPRESENTATIVE’s response within thirty (a30) The license granted days from said notification or REPRESENTATIVE's written approval shall permit ▇▇▇▇▇▇ to ▇▇▇▇▇ said SUBLICENSE under the terms notified to the REPRESENTATIVE under terms above mentioned. 5.2 ARKEMA agrees to include within the terms of any SUBLICENSES a clause under which the ARKEMA may verify directly or through an independent third party SUBLICENSEE’S accounts. Upon REPRESENTATIVE’s request ARKEMA shall carry out such audit in Paragraph 2.1 includes connection with the right present Agreement. 5.3 ARKEMA shall include within the terms of LICENSEE any SUBLICENSE a similar obligation of confidentiality as that set out in Article 9 below in particular regarding the confidential information belonging to any of the CO-OWNERS and that ARKEMA may have to communicate to its SUBLICENSEES within the framework of SUBLICENSES. 5.4 In no event, ARKEMA shall be entitled under the present Agreement to grant Sublicenses (including through multiple tiers) to third parties during its SUBLICENCEES more rights than ▇▇▇▇▇▇ has been granted by the TermREPRESENTATIVE herein. For the avoidance of doubt it is ▇▇▇▇▇▇’▇ responsibility to negotiate a SUBLICENSE in compliance with all provisions contained in the present Agreement and, in particular, with provisions of the present Article 5. (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 prior written consent of Cornell, such consent not to be unreasonably refused; provided, however, that in 5.5 In the event that, prior in the SUBLICENSES, ▇▇▇▇▇▇ considers to the execution of accept, as income, any such Sublicensecross licensing and/or payments in kind (products, LICENSEE and Cornell discuss and agree in good faith on the treatment of any such commercial contracts, equity investments, securities, or other non-cash consideration and how to apply an appropriate percentage monetary remuneration) in place of such non-cash consideration lump sums or fees in accordance with the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to said SUBLICENSE permitted under the percentages as set forth below for Sublicense feespresent Article, then ARKEMA shall notify the requirement REPRESENTATIVE of the conditions negotiated to obtain the consent prior approval of Cornell under this subsection 2.2b(i) the REPRESENTATIVE, on the terms of the said SUBLICENSE, such approval shall not apply; (ii) to be unreasonably withheld. The PARTIES shall define between them the extent applicable, include all financial consequences of the rights of and obligations due to Cornell (and, if applicable, said approval on specific SUBLICENSES REVENUES received under the Sponsor's Rights) and contained SUBLICENSE in this Agreement; (iii) promptly provide Cornell with a copy of each Sublicense issued and any amendment made to any Sublicense; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to Cornell from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Cornell from Sublicenseesquestion. (c) Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effective, upon termination of this Agreement for any reason, Cornell, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to Cornell said Sublicense.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses (including through multiple tiers) Sublicense to third parties during the TermTerm but only for as long as the license granted for Patent Rights in this Agreement is exclusive; provided, that the conversion of a license from an exclusive license into a non-exclusive license shall not invalidate any Sublicense in effect at the time the license becomes non-exclusive, but the rights of the Sublicensee shall become non-exclusive to the same extent as the rights of LICENSEE. (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 [*Certain information has been omitted under a Sublicense granted pursuant to Paragraph 2.2(a) without request for confidential treatment, and the prior written consent of Cornell, such consent not to be unreasonably refused; provided, however, that in omitted information has been filed with the event that, prior to the execution of any such Sublicense, LICENSEE and Cornell discuss and agree in good faith on the treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this subsection 2.2b(i) shall not applyCommission]; (ii) to the extent applicable, include all of the rights of and obligations due to Cornell (and, if applicable, the Sponsor's Rights) and HHMI and contained in this Agreement; including, without limitation, a provision binding sublicensees to all terms hereof intended for the protection of Cornell and other indemnified parties, including HHMI, against liability or loss; (iii) promptly provide Cornell with a copy of each Sublicense issued and any amendment made to any Sublicense; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to Cornell from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Cornell from Sublicensees. (c) Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effectiveSublicensee, upon termination of this Agreement for any reason, Cornell, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to Cornell said Sublicense; provided, that Cornell shall assume, perform, and absolve LICENSEE from any and all obligations of LICENSEE under any Sublicense assumed by Cornell.

Sublicense. (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses (including through multiple tiers) to third parties during the TermTerm but only for as long as, and only in parts of the Field, for which the license for Patent Rights 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 prior written consent of Cornell, such consent not to be unreasonably refused; provided, however, that in the event that, prior to the execution of any such Sublicense, LICENSEE and Cornell discuss and agree in good faith on the treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this subsection 2.2b(i) shall not apply; (ii) to the extent applicable, include all of the rights of and obligations due to Cornell (and, if applicable, the Sponsor's Rights) and contained in this Agreement; (iii) promptly provide Cornell with a copy of each Sublicense issued and any amendment made to any Sublicense; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to Cornell from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Cornell from Sublicensees. (c) Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effective, upon termination of this Agreement for any reason, Cornell, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to Cornell said Sublicense.