Common use of Sublicensing; Subcontracting Clause in Contracts

Sublicensing; Subcontracting. Mirum shall have the right to grant sublicenses of the license granted to it under Section 3.1 and, to the extent applicable, Section 2.2, or otherwise subcontract its activities with respect to the Compounds or Licensed Products, to its Affiliates and any Third Parties; provided that: (a) Mirum shall remain responsible for the compliance with this Agreement by any such sublicensee or subcontractor; (b) each such sublicense or subcontract agreement shall be consistent with the terms and conditions of this Agreement; and (c) Mirum shall ensure that it obtains ownership or licenses or rights to all inventions and Information (including all data, know-how, inventions, Regulatory Materials and Regulatory Approvals) generated by such sublicensee or subcontractor under such agreement that are related to the applicable Licensed Product and are sufficient to enable Mirum to grant the rights granted to Shire hereunder, including Shire’s rights under Section 8.6. Upon termination of this Agreement, other than by Mirum pursuant to Section 8.2 or 8.5, all such sublicense agreements shall survive such termination and automatically convert to a direct license or sublicense between Shire and the sublicensee solely if all of the following apply: (i) such direct license or sublicense is consistent with, and not in conflict with, the terms of this Agreement and is as protective of Shire (and, in the case of indemnification, the Shire Indemnitees) as this Agreement, (ii) the sublicensee under such sublicense agreement is not in breach of such sublicense agreement at the time of such termination of this Agreement, (iii) Shire has no obligations or liabilities under such direct license or sublicense beyond the obligations and liabilities of Shire under this Agreement, and (iv) the milestones and royalties to be paid to Shire under such direct license or sublicense are no less favorable to Shire than those to be paid to Shire under this Agreement.

Sublicensing; Subcontracting. Mirum (a) Subject to the terms and conditions of this Agreement, Licensee shall have the right to grant sublicenses of sublicenses, through multiple tiers, under the license rights granted by Takeda to it Licensee under Section 3.1 and, to the extent applicable, Section 2.2, or otherwise subcontract its activities with respect to the Compounds or Licensed Products2.1, to its Affiliates and to one or more Sublicensees. Licensee shall give prior written notice to Takeda of any Third Parties; provided that: grant by Licensee to a Sublicensee (a) Mirum shall remain responsible other than a Sublicensee to whom Licensee grants any such sublicense for the compliance with sole purpose of performing as a subcontractor any of Licensee’s activities under this Agreement Agreement). For clarity, Licensee’s Sublicensees shall have the right, subject to and upon the terms and conditions of this Agreement, to grant further sublicenses under the rights granted by any such sublicensee or subcontractor; Takeda to Licensee under Section 2.1. (b) each Subject to the terms and conditions of this Agreement, Takeda shall have the limited right to grant one or more licenses or sublicenses, as the case may be, under the rights granted to Takeda under Section 2.2 to (i) its Affiliates, with the right to sublicense, to the extent necessary to exercise Takeda’s express rights and perform its obligations under this Agreement during the Term, and/or (ii) one or more vendors, contract research organizations and the like, with the right to sublicense, in order to, on Takeda’s behalf, carry out activities that Takeda is expressly permitted or required to perform under this Agreement during the Term. (c) Each sublicense shall refer to and be subordinate to this Agreement and, except to the extent the Parties otherwise agree in writing, any such sublicense or subcontract agreement shall must be consistent in all material respects with the terms and conditions of this Agreement; . Each Party shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder. Promptly after execution of any sublicense agreement with a Sublicensee (c) Mirum other than a Sublicensee with whom the sublicensing Party has executed such sublicense agreement for the sole purpose of enabling such Sublicensee to perform as a subcontractor any of the sublicensing Party’s activities under this Agreement during the Term), the sublicensing Party shall ensure that it obtains ownership or licenses or rights to all inventions provide a complete and Information (including all data, know-how, inventions, Regulatory Materials and Regulatory Approvals) generated by correct copy of such sublicensee or subcontractor under such sublicense agreement that are related to the applicable Licensed Product and are sufficient to enable Mirum to grant the rights granted to Shire hereunder, including Shire’s rights under Section 8.6. other Party. (d) Upon termination of this Agreement, other than by Mirum Agreement pursuant to Section 8.2 13.2, Section 13.3 or 8.5Section 13.5, all Takeda shall offer any Sublicensee (other than a Sublicensee with whom Licensee has executed such sublicense agreements shall survive agreement for the sole purpose of enabling such Sublicensee to perform as a subcontractor any of Licensee’s activities under this Agreement during the Term) under a sublicense granted directly by Licensee or any of its Affiliates to such Sublicensee pursuant to this Section 2.4 that was in effect on the effective date of termination of this Agreement the right to enter into a license agreement directly with Takeda on substantially the same terms and automatically convert conditions under which such sublicense was granted to a direct license or sublicense between Shire and the sublicensee solely if all of the following apply: such Sublicensee, provided that such Sublicensee (i) such direct license or sublicense is consistent withnot then in breach of its sublicense, and not in conflict with, (ii) agrees to comply with all the terms of this Agreement to the extent applicable to the rights sublicensed to it by Licensee or any of its Affiliates, and is as protective (iii) such agreement does not impose any obligations upon Takeda that exceed the obligations of Shire (and, in the case of indemnification, the Shire Indemnitees) as Takeda under this Agreement. (e) Subject to the terms and conditions of this Agreement, each Party and its Affiliates and Sublicensees shall be permitted to use subcontractors (each a “Subcontractor”) to perform activities that do not require a sublicense of the rights granted to such Party or its Affiliates or Sublicensees under Section 2.1, Section 2.2, Section 2.4(a) or Section 2.4(b), as applicable, and for which such Party is responsible under this Agreement or for which any Affiliate or Sublicensee of such Party is responsible under any applicable sublicense agreement. The granting of a subcontract hereunder shall not relieve a Party of any of its obligations hereunder or relieve any Affiliate or Sublicensee of such Party from any of the obligations of such Affiliate or Sublicensee under any applicable sublicense agreement, and such Party or, if applicable, each of its subcontracting Affiliates or Sublicensees shall require its Subcontractors to comply, and shall remain responsible for its Subcontractor’s compliance, with all of the terms hereof applicable to such Subcontractor. Each Party shall ensure that, except to the extent otherwise agreed in writing by the other Party, its Subcontractors and the Subcontractors of any subcontracting Affiliates or Sublicensees of such Party shall (i) have obligations of confidentiality and restrictions on the use of Confidential Information that are no less restrictive than the obligations set forth in Article 12 and, (ii) agree in writing to assign or license (with the sublicensee under right to grant sublicenses) to such sublicense agreement is not Party or such subcontracting Affiliate or Sublicensee, as the case may be, any inventions (and Patents Covering such inventions) made by such Third Party in breach of performing such sublicense agreement at services for such subcontracting Party or such subcontracting Affiliate or Sublicensee, as the time of such termination of this Agreement, (iii) Shire has no obligations or liabilities under such direct license or sublicense beyond the obligations and liabilities of Shire under this Agreement, and (iv) the milestones and royalties to be paid to Shire under such direct license or sublicense are no less favorable to Shire than those to be paid to Shire under this Agreementcase may be.

Sublicensing; Subcontracting. Mirum (a) Endo shall have the right to grant sublicenses of under the license rights and licenses granted to it under this Section 3.1 and6 only after obtaining the prior written consent of SkyePharma, which, in the case of sublicenses for activities undertaken in Canada, shall not be unreasonably withheld or delayed. (b) Endo shall have the right to subcontract its responsibilities under this Agreement, without obtaining the written consent of SkyePharma; provided, that, Endo shall at all times maintain direct control over all promotional and sales strategic activities and decisions and that Endo shall at all times remain primarily responsible and liable for all such activities. (c) SkyePharma may subcontract any responsibility under this Agreement that it reasonably deems necessary or useful without obtaining the written consent of Endo provided, that, SkyePharma shall at all times remain primarily responsible and liable for all such activities. (d) In addition to the extent applicablerequirements set forth in Sections 6.4(a) through (c), Section 2.2inclusive, each sublicense or otherwise subcontract its activities with respect to the Compounds or Licensed Products, to its Affiliates and any Third Parties; provided subcontracting arrangement granted under this Agreement shall provide that: (ai) Mirum the Party granting the sublicense or subcontract, as the case may be, shall remain guarantee and be responsible for the compliance with making of all payments due, and the making of any reports, under this Agreement; (ii) each Affiliate, Sublicensee, and Subcontractor undertaking any work under this Agreement agrees in writing to maintain financial and scientific books and records and permit the Parties to review such books and records and to visit such Affiliates', Sublicensee's and Subcontractor's facilities pursuant to the provisions of this Agreement applicable to the activities being undertaken by any such sublicensee or subcontractor; (b) each such sublicense or subcontract agreement shall be consistent with the parties and to observe all other applicable terms and conditions of this Agreement; and (ciii) Mirum shall ensure that it obtains ownership or licenses or rights to all inventions and Information (including all data, know-how, inventions, Regulatory Materials and Regulatory Approvals) generated in the event of a breach by such sublicensee an Affiliate, Sublicensee or subcontractor under such agreement that are related to Subcontractor in the observance of applicable Licensed Product and are sufficient to enable Mirum to grant the rights granted to Shire hereunder, including Shire’s rights under Section 8.6. Upon termination terms of this Agreement, each Party shall be entitled to proceed either directly against such Affiliate, Sublicensee or Subcontractor or directly against the other than by Mirum pursuant Party, as such proceeding Party may determine in its sole discretion, to Section 8.2 or 8.5, all such sublicense agreements shall survive such termination and automatically convert to a direct license or sublicense between Shire and the sublicensee solely if all of the following apply: (i) such direct license or sublicense is consistent with, and not in conflict with, the terms of this Agreement and is as protective of Shire (and, in the case of indemnification, the Shire Indemnitees) as this Agreement, (ii) the sublicensee under such sublicense agreement is not in breach of such sublicense agreement at the time of such termination of this Agreement, (iii) Shire has no obligations or liabilities under such direct license or sublicense beyond the obligations and liabilities of Shire under this Agreement, and (iv) the milestones and royalties to be paid to Shire under such direct license or sublicense are no less favorable to Shire than those to be paid to Shire under enforce this Agreement.

Sublicensing; Subcontracting. Mirum (a) Endo shall have the right to grant sublicenses of under the license rights and licenses granted to it under this Section 3.1 and6 only after obtaining the prior written consent of SkyePharma, which, in the case of sublicenses for activities undertaken in Canada, shall not be unreasonably withheld or delayed. (b) Endo shall have the right to subcontract its responsibilities under this Agreement, without obtaining the written consent of SkyePharma; provided, that, Endo shall at all times maintain direct control over all promotional and sales strategic activities and decisions and that Endo shall at all times remain primarily responsible and liable for all such activities. (c) SkyePharma may subcontract any responsibility under this Agreement that it reasonably deems necessary or useful without obtaining the written consent of Endo provided, that, SkyePharma shall at all times remain primarily responsible and liable for all such activities. (d) In addition to the extent applicablerequirements set forth in Sections 6.4(a) through (c), Section 2.2inclusive, each sublicense or otherwise subcontract its activities with respect to the Compounds or Licensed Products, to its Affiliates and any Third Parties; provided subcontracting arrangement granted under this Agreement shall provide that: (ai) Mirum the Party granting the sublicense or subcontract, as the case may be, shall remain guarantee and be responsible for the compliance with making of all payments due, and the making of any reports, under this Agreement; (ii) each Affiliate, Sublicensee, and Subcontractor undertaking any work under this Agreement agrees in writing to maintain financial and scientific books and records and permit the Parties to review such books and records and to visit such Affiliates’, Sublicensee’s and Subcontractor’s facilities pursuant to the provisions of this Agreement applicable to the activities being undertaken by any such sublicensee or subcontractor; (b) each such sublicense or subcontract agreement shall be consistent with the parties and to observe all other applicable terms and conditions of this Agreement; and (ciii) Mirum shall ensure that it obtains ownership or licenses or rights to all inventions and Information (including all data, know-how, inventions, Regulatory Materials and Regulatory Approvals) generated in the event of a breach by such sublicensee an Affiliate, Sublicensee or subcontractor under such agreement that are related to Subcontractor in the observance of applicable Licensed Product and are sufficient to enable Mirum to grant the rights granted to Shire hereunder, including Shire’s rights under Section 8.6. Upon termination terms of this Agreement, each Party shall be entitled to proceed either directly against such Affiliate, Sublicensee or Subcontractor or directly against the other than by Mirum pursuant Party, as such proceeding Party may determine in its sole discretion, to Section 8.2 or 8.5, all such sublicense agreements shall survive such termination and automatically convert to a direct license or sublicense between Shire and the sublicensee solely if all of the following apply: (i) such direct license or sublicense is consistent with, and not in conflict with, the terms of this Agreement and is as protective of Shire (and, in the case of indemnification, the Shire Indemnitees) as this Agreement, (ii) the sublicensee under such sublicense agreement is not in breach of such sublicense agreement at the time of such termination of this Agreement, (iii) Shire has no obligations or liabilities under such direct license or sublicense beyond the obligations and liabilities of Shire under this Agreement, and (iv) the milestones and royalties to be paid to Shire under such direct license or sublicense are no less favorable to Shire than those to be paid to Shire under enforce this Agreement.

Sublicensing; Subcontracting. Mirum (a) Endo shall have the right to grant sublicenses of under the license rights and licenses granted to it under Section 3.1 andthis Article 8 without obtaining the consent of BDSI, provided that, with respect to any sublicense granted under this Agreement, (i) such sublicense shall be consistent, and not conflict, with this Agreement and Endo shall secure all reasonably appropriate covenants, obligations and rights from any Affiliate or sublicensee sufficient to ensure that Endo, its Affiliates, and sublicensees comply with this Agreement (including its confidentiality, indemnity, reporting, audit rights, and information obligations), (ii) BDSI shall be provided with a copy of all sublicenses executed hereunder by Endo promptly following the execution thereof, (iii) Endo shall use Commercially Reasonable Efforts to enforce the terms of any sublicenses granted hereunder, and (iv) all sublicenses of any rights granted under this Agreement shall, except to the extent applicablecontemplated therein and permitted by Section 14.3, Section 2.2, or otherwise subcontract its activities with respect to terminate upon the Compounds or Licensed Products, to its Affiliates and any Third Parties; provided that: (a) Mirum termination of this Agreement. Endo shall at all times remain responsible for the compliance with this Agreement by any such sublicensee or subcontractor; (b) each such sublicense or subcontract agreement shall be consistent with the terms activities of its Affiliates and conditions of this Agreement; and (c) Mirum shall ensure that it obtains ownership or licenses or rights to all inventions and Information (including all data, know-how, inventions, Regulatory Materials and Regulatory Approvals) generated by such sublicensee or subcontractor under such agreement that are related to the applicable Licensed Product and are sufficient to enable Mirum to grant the rights granted to Shire hereunder, including Shire’s rights under Section 8.6. Upon termination of this Agreement, other than by Mirum pursuant to Section 8.2 or 8.5, all such sublicense agreements shall survive such termination and automatically convert to a direct license or sublicense between Shire and the sublicensee solely if all of the following apply: (i) such direct license or sublicense is consistent withsublicensees under, and not in conflict their performance of Endo’s obligations hereunder and compliance with, the terms of this Agreement and is as protective of Shire Agreement. (and, in b) Endo shall have the case of indemnification, the Shire Indemniteesright to subcontract to Third Parties (“Subcontractors”) as this Agreement, (ii) the sublicensee under such sublicense agreement is not in breach of such sublicense agreement at the time of such termination of this Agreement, (iii) Shire has no obligations or liabilities under such direct license or sublicense beyond the obligations and liabilities of Shire its responsibilities under this Agreement, and ***. Endo shall at all times remain responsible for the activities of its Subcontractors. (ivc) the milestones and royalties to be paid to Shire under such direct license or sublicense are no less favorable to Shire than those to be paid to Shire BDSI may subcontract any responsibility under this AgreementAgreement that it reasonably deems necessary or useful, but any such subcontract entered into following the Effective Date shall only be executed with the prior written consent of Endo, which consent shall not be unreasonably withheld (such consent shall have been deemed to have been given upon Xxxx’s execution of this Agreement for all Existing BDSI Agreements). BDSI shall at all times remain primarily responsible and liable for all such activities by its Subcontractors. (d) Each Party shall enter into agreements with its Subcontractors that contain confidentiality terms substantially as strict as those set forth in Article 10 hereof, provided that the foregoing shall not apply to any Existing BDSI Agreements to the extent not satisfying the foregoing.