Common use of Sublicensing Rights Clause in Contracts

Sublicensing Rights. 6.1 Licensee may grant sublicenses under the Licensed Patent Technology during the term of this Agreement to make, have made, import, use, have used, offer for sale and sell Licensed Products in the Licensed Territory. Each and every Sublicensee relationship shall be evidenced by a written agreement and made subject to Licensor’s approval (as required by 37 CFR 404.5(b)(4)), and each and every sublicense shall by proper reference be made subject and subordinate to this Agreement, including those rights retained by Licensor hereunder, consistent with the relevant provisions hereof that apply to sublicenses. A copy of any and all sublicenses shall be furnished to Licensor’s Representative promptly after its execution. 6.2 Modification or termination by Licensor under Article XI of any of the provisions of this Agreement shall modify or terminate all sublicenses, respectively, provided that any Sublicensee may elect to continue its sublicense by advising Licensor in writing, within 45 days of the Sublicensee’s receipt of written notice of such termination, of its election, and of its agreement to assume in respect to Licensor all the obligations (including obligations for payment) contained in its sublicensing agreement with Licensee. Any sublicense granted by Licensee shall contain corresponding provisions to those of this Article VI respecting conversion and termination and the conditions of continuance of sublicenses. 6.3 Licensee shall not grant or exercise any rights, which are inconsistent with the rights and obligations of Licensee or act in conflict with the residual rights of Licensor hereunder. Any Sublicensee agreement shall include an audit right by Licensor of the same scope as provided in Article V with respect to Licensee.

Sublicensing Rights. 6.1 Licensee may grant sublicenses under the Licensed Patent Technology during the term of this Agreement to make, have made, import, use, have used, offer for sale and sell Licensed Products in the Licensed Territory. Any sublicense authorized and granted hereunder to a First-tier Sublicensee shall include [**]. Each and every First-Tier Sublicensee relationship agreement shall be evidenced by a written agreement and made subject to Licensor’s approval (as required by 37 CFR 404.5(b)(4404.5(4)), and each and every sublicense shall by proper reference be made subject and subordinate to this Agreement, including those rights retained by Licensor hereunder, consistent with the relevant provisions hereof that apply to sublicenses, which approval shall be provided by Licensor within [**] of Licensee’s notification of Licensor’s Representative. The parties acknowledge that the approval authority for Licensor shall be the [**]. If Licensor fails to notify Licensee of any objections prior to expiration of such [**] period, then such sublicense shall be deemed to have been approved by Licensor without any further action on Licensee’s part. Any right or duty owed to Licensee or to a First-tier Sublicensee of the Licensee hereunder may be further granted to a sublicensee at any tier, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. changing the names of the parties as appropriate. A copy of any and all sublicenses shall be furnished to Licensor’s Representative promptly after its execution. 6.2 Modification or termination by Licensor under Article XI of any of the provisions of this Agreement shall modify or terminate all sublicenses, respectively, provided that any Sublicensee may elect to continue its sublicense by advising Licensor in writing, within 45 days of the Sublicensee’s receipt of written notice of such termination, of its election, and of its agreement to assume in respect to Licensor all the obligations (including obligations for payment) contained in its sublicensing agreement with Licensee. Any sublicense granted by Licensee shall contain corresponding provisions to those of this Article VI respecting conversion and termination and the conditions of continuance of sublicenses. 6.3 Licensee shall not grant or exercise any rights, which are inconsistent with the rights and obligations of Licensee or act in conflict with the residual rights of Licensor hereunder. Any Sublicensee agreement shall include an audit right by Licensor of the same scope as provided in Article V with respect to Licensee.

Sublicensing Rights. 6.1 Licensee may (a) Pharmexa shall have the right to grant sublicenses under the Licensed Patent Technology during rights granted to it under Section 2.1 to its Affiliates or to any Third Party to which Pharmexa licenses rights to one or more Products, subject to the term terms and conditions of this Agreement Agreement. Sublicensees may grant further sublicenses to make, have made, import, use, have used, offer for sale and sell Licensed Products such rights in accordance with the Licensed Territory. Each and every Sublicensee relationship shall be evidenced by a written agreement and made subject to Licensor’s approval (as required by 37 CFR 404.5(b)(4)), and each and every sublicense shall by proper reference be made subject and subordinate to terms of this Agreement, including those rights retained by Licensor hereunder, consistent with the relevant provisions hereof that apply to sublicenses. A copy of any and all sublicenses such sublicense shall be furnished provided to Licensor’s Representative promptly after Epimmune within fifteen (15) days of its execution. 6.2 Modification or termination by Licensor under Article XI of any of the provisions of this Agreement shall modify or terminate all sublicenses, respectively, provided that any Sublicensee may elect to continue its sublicense by advising Licensor in writing, within 45 days of the Sublicensee’s receipt of written notice of such termination, of its election, and of its agreement to assume in respect to Licensor all the obligations (including obligations for paymentb) contained in its sublicensing agreement with Licensee. Any sublicense granted by Licensee Pharmexa, or any Sublicensee, under this Agreement shall contain corresponding provisions to those be subject and subordinate to, and consistent with, the terms and conditions of this Article VI respecting conversion and termination and the conditions Agreement. Pharmexa shall notify any Sublicensee of continuance of sublicenses. 6.3 Licensee shall not grant or exercise any rights, which are inconsistent with the all rights and obligations of Licensee or act Pharmexa under this Agreement applicable to such Sublicensee, including, without limitation, Section 3.9 and Article 4. In the event of a material default by any Sublicensee under a sublicense agreement with Pharmexa, Pharmexa will inform Epimmune and take such action which in conflict with the residual rights Pharmexa's reasonable business judgment will effectively address such default. (c) If this Agreement terminates for any reason, any Sublicensee shall automatically become a direct licensee of Licensor hereunder. Any Sublicensee agreement shall include an audit right by Licensor of the same scope as provided in Article V Epimmune with respect to Licenseethe rights originally sublicensed to it by Pharmexa, provided such Sublicensee did not cause the termination of this Agreement and such Sublicensee agrees to comply with all of the terms of this Agreement and assume the responsibilities of Pharmexa hereunder, including, without limitation, the making of payments and reports directly to Epimmune and the remedying of any breach by Pharmexa of this Agreement, to the extent reasonably practicable.

Sublicensing Rights. 6.1 Licensee may grant sublicenses under the Licensed Patent Technology during the term of this Agreement to make, have made, import, use, have used, offer for sale and sell Licensed Products in the Licensed Territory. Any sublicense authorized and granted hereunder to a First-tier Sublicensee shall include [**]. Each and every First-Tier Sublicensee relationship agreement shall be evidenced by a written agreement and made subject to Licensor’s approval (as required by 37 CFR 404.5(b)(4404.5(4)), and each and every sublicense shall by proper reference be made subject and subordinate to this Agreement, including those rights retained by Licensor hereunder, consistent with the relevant provisions hereof that apply to sublicenses, which approval shall be provided by Licensor within [**] of Licensee’s notification of Licensor’s Representative. The parties acknowledge that the approval authority for Licensor shall be the [**]. If Licensor fails to notify Licensee of any objections prior to expiration of such [**] period, then such sublicense shall be deemed to have been approved by Licensor without any further action on Licensee’s part. Any right or duty owed to Licensee or to a First-tier Sublicensee of the Licensee hereunder may be further granted to a sublicensee at any tier, changing the names of the parties as appropriate. A copy of any and all sublicenses shall be furnished to Licensor’s Representative promptly after its execution. 6.2 Modification or termination by Licensor under Article XI of any of the provisions of this Agreement shall modify or terminate all sublicenses, respectively, provided that any Sublicensee may elect to continue its sublicense by advising Licensor in writing, within 45 days of the Sublicensee’s receipt of written notice of such termination, of its election, and of its agreement to assume in respect to Licensor all the obligations (including obligations for payment) contained in its sublicensing agreement with Licensee. Any sublicense granted by Licensee shall contain corresponding provisions to those of this Article VI respecting conversion and termination and the conditions of continuance of sublicenses. 6.3 Licensee shall not grant or exercise any rights, which are inconsistent with the rights and obligations of Licensee or act in conflict with the residual rights of Licensor hereunder. Any Sublicensee agreement shall include an audit right by Licensor of the same scope as provided in Article V with respect to Licensee.

Sublicensing Rights. 6.1 7.1. Subject to prior written approval by Licensor, not to be unreasonably withheld, conditioned or delayed, Licensee may grant sublicenses Sublicenses under the Licensed Patent Technology Patents during the term of this Agreement to make, have made, import, use, have used, offer for sale where such Sublicense is consistent with and sell Licensed Products in the Licensed Territoryfurtherance of Licensee’s rights and obligations provided under this Agreement. Each and every Sublicensee Sublicense relationship shall will be evidenced by a written agreement and made subject to Licensor’s approval (as required by 37 CFR 404.5(b)(4)), and each and every sublicense shall by proper reference be made subject and subordinate to this Agreement, including those all rights retained or held by Licensor hereunder, and consistent with the relevant provisions hereof that apply to sublicensesSublicenses. A copy of any and all sublicenses shall Sublicenses will be furnished to Licensor prior to the execution thereof for review and approval. The final executed Sublicenses will be promptly provided to Licensor by Licensee. For the avoidance of doubt, Licensor shall be entitled to all royalties, fees and other payments due to Licensor pursuant to Article 3 with respect to Licensed Products sold by Licensee’s Affiliates and Sublicensees as if sold by Licensee itself; Licensee shall be fully responsible to Licensor for any such amounts. 7.2. In addition to the inclusion of all rights retained or held by Licensor hereunder, Licensee shall specifically include in each Sublicense Licensor’s Representative promptly after its execution. 6.2 Modification right to terminate or termination by Licensor under modify a Sublicense pursuant to Article XI of any of the provisions of this Agreement shall modify or terminate all sublicenses, respectively, provided that any Sublicensee may elect to continue its sublicense by advising Licensor in writing, within 45 days of the Sublicensee’s receipt of written notice of such termination, of its election, and of its agreement to assume in respect to Licensor all the obligations (including obligations for payment) contained in its sublicensing agreement with Licensee9. Any sublicense granted by Licensee shall contain corresponding provisions to those of this Article VI respecting conversion and termination and the conditions of continuance of sublicenses. 6.3 Licensee shall not grant or exercise any rights, which rights that are inconsistent with the rights and obligations of Licensee or act in conflict with the residual rights of Licensor hereunder. Any Sublicensee agreement Sublicense shall include an audit right by Licensor of the same scope as provided in under Article V 4 with respect to Licensee. 7.3. If a Sublicense request by a third party is made to Licensee, Licensee will use commercially reasonable efforts to grant a Sublicense if Licensee is not and will not be using the Licensed Patents for the requested field of use. 7.4. No other, further, or different power, right, or privilege to gxxxx xxxxxx, rights, privileges, or immunities to third parties is granted or implied. Licensee shall remain wholly responsible and liable for the acts or omissions of each Sublicensee in connection with the subject matter hereof and the performance of its obligations as described herein.