Common use of Surviving Sublicenses Clause in Contracts

Surviving Sublicenses. In the event that the License is terminated hereunder for any reason, any sublicense under the License granted by Company prior to termination of the License in conformance with Section 1.5 (and any sublicenses granted under such sublicense) will remain in full force and effect, provided that: (i) such Company sublicensee is not then in breach of its sublicense agreement; (ii) such Company sublicensee agrees in writing within ninety (90) days of such termination to be bound to Penn as the licensor under the terms and conditions of its sublicense agreement, as modified by the provisions of this Section 6.8; (iii) such Company sublicensee, at Penn’s written request, assumes in a signed writing the same obligations to Penn as those of Company under Articles 11 and 12 (provided that the insurance requirements may be satisfied by self-insurance if such sublicensee elects to self-insure generally); (iv) Penn will have the right to receive any payments payable to Company under such sublicense agreement to the extent they are reasonably and equitably attributable to such Company sublicensee’s right under such sublicense to use and exploit Penn Patent Rights; (v) such Company sublicensee agrees to be bound by the due diligence obligations of Company pursuant to Section 2.2 in the field and territory of the sublicense; and (vi) Penn will not assume, and will not be responsible to such Company sublicensee for, any representations, warranties or obligations of Company to such sublicensee, other than to permit such sublicensee to exercise any rights in or to Penn Patent Rights, Penn Materials and Assigned BMS Technical Information that are granted under such sublicense agreement in a manner consistent with the terms of this Agreement; whereupon the consequences set forth in Sections 1.5(iii), 6.2, 6.6 and 6.7 or elsewhere hereunder regarding any terminated sublicense under the License shall not apply to any such sublicenses.