Sub-licensing Nuvectis may grant sub-licences (through multiple tiers) of its rights under this Agreement, provided that:
(1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement;
(2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition;
(3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted;
(4) [***];
(5) [***];
(6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement;
(7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP;
(8) [***];
(9) it shall diligently collect all amounts due under each sub-licence;
(10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder;
(11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement;
(12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly;
(13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products;
(14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise.
