Sublicensee Actions Sample Clauses

Sublicensee Actions. NILE may enter into sublicensing agreements relating to the Patents, Improvements and Know-how. Nile agrees that any sublicense agreement shall (i) contain provisions at least as favorable to MAYO for the protection of MAYO’s rights and the limitation of MAYO’s liability exposure as the terms of this Agreement, including without limitation with respect to name use, limitation of liability and indemnification, and development and commercialization obligations commensurate in scope as those set forth for Nile in this Agreement, (ii) to the fullest extent applicable, contain all rights and obligations due to MAYO contained in this Agreement, and (iii) name MAYO as a third party beneficiary. NILE shall (i) be and remain responsible for the performance by such Sublicensee with the terms of this Agreement, and any action by a Sublicensee that would, if conducted by NILE, be a breach of this Agreement, shall be deemed a breach of this Agreement by NILE, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such Sublicensee hereunder and take appropriate enforcement action against such Sublicensee for any failure to pay or to properly calculate payments. Any purported sublicense in violation of this Section 3.06 shall be voidable. Nile shall furnish to MAYO a true and complete copy of each sublicense agreement and each amendment thereto, within thirty (30) days after the sublicense or amendment has been executed, which copy shall be the Confidential Information of Nile.