Common use of Sublicenses Clause in Contracts

Sublicenses. Subject to the terms and conditions of this Agreement, TDCC shall have the right to grant sublicenses under the rights granted in Section 4.1 above to Affiliates of TDCC; provided that the terms of each such sublicense shall be consistent with the terms of this Agreement. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and that TDCC shall remain responsible for all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(iv). TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (i) the identity of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relates.

Sublicenses. Subject RBNC shall be entitled, without the prior consent of AMGEN, to grant one or more sublicenses of the rights granted by AMGEN under Section 2.1 to RBNC, by a written agreement to one or more Sublicensees (including through multiple tiers of sublicenses), provided, however, that as a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense shall be in writing and consistent with and subject to the terms and conditions of this Agreement (each a “Sublicense Agreement”); and (b) RBNC will continue to be responsible for full performance of RBNC’s obligations under this Agreement; and (c) RBNC shall pay Sublicense Consideration, TDCC if any, in accordance with Section 3.3 (Sublicensing Income); and (d) in all other respects, RBNC will be responsible for all actions of such Sublicensee as if such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have the no right to grant any such sublicenses under to Exploit the rights granted Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 4.1 above to Affiliates of TDCC; provided that 5.1 (Responsibility). [***] during the terms of each such sublicense shall be consistent with the terms of this Agreement. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions term of this Agreement, and that TDCC shall remain responsible for RBNC will provide AMGEN a list of all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Symyx hereunder Exploit the Products) then in effect together with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(iv). TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (i) the identity of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished any Sublicense Income received by RBNC pursuant to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relatesSublicense Agreement.

Sublicenses. Subject to the terms and conditions of this Agreement, TDCC shall COMPANY will have the right to grant sublicenses of the license and other rights under Section 2.1 and this Agreement and through multiple tiers, provided however that any such grant of a sublicense in a field to which COMPANY has a non-exclusive license must be accompanied by a grant of either (1) a sublicense in a field to which COMPANY has an exclusive license on the effective date of such SUBLICENSE AGREEMENT, (2) a grant of material COMPANY intellectual property rights including license rights under the rights granted in Section 4.1 above to Affiliates OTHER AGREEMENTS or (3) a combination of TDCC; (I) and (2), and further provided however that the terms of each such sublicense multiple tier sublicenses shall be consistent with the provisions herein with respect to SUBLICENSES and limited to sublicenses where COMPANY has granted material COMPANY intellectual property rights and a SUBLICENSE under this AGREEMENT. For the purpose of clarity, SUBLICENSEES do not have the right to grant further sublicenses except as provided under this Section 2.3. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. Upon termination of this Agreement for any reason, any SUBLICENSEE not then in default shall have the right to take a direct license from XXXXXXXXX and DFCI under rights and terms substantially identical to the sublicense rights and terms which COMPANY previously granted to such SUBLICENSEE, and SUBLICENSEE will pay XXXXXXXXX as if it were COMPANY under the terms of this Agreement. It is understood that XXXXXXXXX and DFCI each agrees to execute such direct license and any such sublicense shall non-identical terms will be subject negotiated between SUBLICENSEE and subordinate to the XXXXXXXXX and DFCI in good faith under reasonable terms and conditions of this Agreement, and that TDCC shall remain responsible for all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(iv). TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (i) the identity of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relatesconditions.

Sublicenses. Subject The Analog Parties may only grant sublicenses under the Transferred Intellectual Property Rights or the Transferred Technology (i) to vendors, suppliers, and customers in the ordinary course of business of design, development, manufacturing, distribution, import, and sale of Analog products or products that incorporate Analog products in accordance with the terms of the License Back and (ii) in connection with the sale, spin-off, reorganization, merger or disposition of any product line or line of business (each, a “Transaction-Connected Sublicense”). The Analog Parties may grant three Transaction-Connected Sublicenses without Licensee’s consent (but must provide reasonably prompt notice to Licensee of the same) and thereafter, with Licensee’s consent, not to be unreasonably refused. Transaction-Connected Sublicenses under this Section 6.2 may only be granted in a bona fide transaction not designed for the purpose of immunizing the grantee from the assertion of the Transferred IP Rights by Licensee. Each grantee of such a Transaction-Connected Sublicense may grant one Transaction-Connected Sublicense without Licensee’s consent (but must provide reasonably prompt notice to Licensee of the same) subject, in all other respects, to the foregoing terms and conditions of conditions. No Transaction-Connected Sublicense may be granted except as provided above. Every sublicense under this Agreement, TDCC Section 6.2 shall not include (and shall expressly exclude) any and all rights with regard to Cellular Semiconductor Products and moreover shall be subject to terms at least as restrictive as those described in Exhibit E-2. Each grantee under a sublicense under this Section 6.2 will have the right to grant sublicenses under transfer the sublicense in connection with the transfer, sale or other disposition of all or substantially all of the assets of the grantee. For clarification, the provisions set forth in this Section 6.2 shall not limit the rights granted in of the parties under Section 4.1 above to Affiliates of TDCC; provided that the terms of each such sublicense shall be consistent with the terms 14.4 of this Agreement. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and that TDCC shall remain responsible for all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(iv). TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (i) the identity of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relates.

Sublicenses. Subject to the terms and conditions of this Agreement, TDCC shall have the right to grant sublicenses under the rights granted in Section 4.1 above to Affiliates of TDCCTDCC and TDCC Joint Ventures; provided that the terms of each such sublicense shall be consistent with the terms of this Agreement. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and that TDCC shall remain responsible for all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.1 and 4.1.2 and 4.1.3 above to one or more Third PartiesParties (other than TDCC Joint Ventures); provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(iv)J2.1(iv) or J3.1 of Exhibit J, as applicable. TDCC shall provide to Symyx Tech at least the following information with respect to each Sublicensee or Affiliate or TDCC Joint Venture sublicensed: (i) the identity of each Sublicensee or Affiliate or TDCC Joint Venture sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or AffiliateAffiliate or TDCC Joint Venture. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of SymyxSymyx Tech, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx Tech in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relates.

Sublicenses. Subject Celularity may only sublicense the rights granted by Sorrento to Celularity under Section 2.2 above to third parties with Sorrento’s prior written consent. Before granting any such sublicense, Celularity shall enter into a definitive written agreement with any such sublicensee that contains provisions that obligate such sublicensee to Celularity to at least the same extent that Celularity is obligated to Sorrento under this Agreement, subject to confidentiality, the scope of such license as to territory, sublicensed products, and indications, and that contains protections in favor of Sorrento at least as protective as those set forth in this Agreement, including, without limitation, confidentiality provisions no less protective of the Licensed Materials than the terms and conditions of this Agreement, TDCC shall have the indemnification from such sublicensee to Sorrento, and a disclaimer of warranties on behalf of Sorrento. Notwithstanding Celularity’s right to grant sublicenses under the rights granted in Section 4.1 above to Affiliates of TDCC; provided that the terms of each such sublicense shall be consistent with the terms of this Agreement. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreementhereunder, and that TDCC Celularity shall remain responsible and liable for all applicable financial the acts and/or omissions of each sublicensee, and other obligations under without limiting the forgoing, any act or omission of a sublicensee shall be deemed an act or omission of Celularity hereunder and, if applicable, a breach of this Agreement for by Celularity. Within [***] following execution of each sublicense agreement, Celularity shall provide Sorrento with a copy of such Affiliate sublicensed, including without limitation milestone sublicense and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to shall certify in such notice that the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights sublicense was granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with this Section 5.2(iv)2.4. TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (iI) the identity of each Sublicensee or Affiliate sublicensed, NOT MATERIAL AND (iiII) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relatesIS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Sublicenses. Subject (a) The rights and licenses granted pursuant to Section 2.1 and Section 2.2 include the right to grant sublicenses (through multiple tiers) to Third Parties pursuant to a written sublicense agreement (each a “Sublicense Agreement”); provided, however, that (a) MERSANA or its Affiliate may only enter into Sublicense Agreements with respect to Licensed Targets, and with respect to any specific Licensed Target, only after the corresponding License Fee for such Licensed Target has been paid to SNFX; (b) MERSANA shall provide SNFX with a copy of each such Sublicense Agreement granted under this Section 2.4, and any amendment thereto, within thirty (30) days following execution thereof, it being understood and agreed to by SNFX that commercially sensitive information may be redacted from such copies to the extent such information is not necessary to verify compliance hereunder, and the terms, conditions and existence of such Sublicense Agreement and amendments thereto shall be deemed the Confidential Information of MERSANA; (c) any such Sublicense Agreement and amendments thereto shall be consistent with and subject to the terms and conditions of this Agreement, TDCC CLOA; (d) MERSANA shall have remain fully responsible to SNFX for the right performance of its Sublicensee(s) with respect to grant sublicenses MERSANA’s obligations under the rights granted in Section 4.1 above to Affiliates of TDCC; provided that the terms of each such sublicense shall be consistent with the terms of this AgreementCLOA; and (e) MERSANA shall reserve the right under each Sublicense Agreement to conduct an audit of its Sublicensee in a comparable manner to Section 3.12. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and that TDCC XXXXXXX shall remain responsible for obligated to make all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder SNFX under the terms of this CLOA with respect to development and sales the activities of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(iv). TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (i) the identity of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business of such Sublicensee to which such sublicense relatesits Sublicensees.

Sublicenses. Subject to the restrictions set forth on Schedule 3.2, LICENSEE shall have the right to grant sublicenses through multiple tiers to one or more of its Affiliates and to one or more Sublicensees of any and all rights granted to LICENSEE under this Agreement by AGTC, provided that in no event may LICENSEE grant a sublicense, and LICENSEE shall use reasonable efforts to ensure that none of its Affiliates or their respective Sublicensees grant a sublicense, of any of the rights licensed under Section 3.1(b) with respect to a Product to any Person that, as of the date of the sublicense grant, has publicly disclosed, or otherwise disclosed to LICENSEE, that it is (i) Developing or Commercializing a product in a program that constitutes a Competing Program as of the date of the sublicense grant if at such time LICENSEE is Developing such Product or (ii) Commercializing a product in a program that constitutes a Competing Program as of the date of the sublicense grant if at such time LICENSEE is Commercializing such Product, in each case of (i) or (ii) without AGTC’s prior written consent, which AGTC may give in its sole discretion. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, TDCC . The engagement of any Sublicensee in compliance with this Section 3.2 shall have the right to grant sublicenses not relieve LICENSEE of its obligations under the rights granted in Section 4.1 above to Affiliates of TDCC; provided that the terms of each such sublicense shall be consistent with the terms of this Agreement. It is understood that any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement, and that TDCC LICENSEE shall remain responsible for all applicable financial actions or omissions of its Sublicensees and other obligations LICENSEE’s breaches under this Agreement for each that are caused by its Sublicensee’s breach of any sublicense agreement (or delay caused by such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; provided that any revenue received from such a Sublicensee for such grant shall be shared in accordance with Section 5.2(ivbreach). TDCC LICENSEE shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (i) the identity a redacted copy of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as sublicense to both subject matter and territory; and (iii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all the business AGTC promptly following execution of such Sublicensee to which such sublicense relatessublicense.