Common use of Additional Partner Clause in Contracts

Additional Partner. MG shall ensure that its agreements with licensees of MG with rights in the Field (including Additional Partners) are in compliance with Section 5.2, and requires such third parties to abide by the provisions of this Article 8, as well as Sections 3.4, 13.2, 14.4, 14.5, 15.2, 15.3, and Article 6 hereof (including Sections 20.2.2, 20.4.2, 22.7 and Article 1, as they relate to such provisions), and with respect to patent rights of such third party sublicensed to Taiho hereunder, Sections 17.4.2 and 17.6; provided that this Section 8.3.1(a) shall not apply to Non-Cancer Partners (except as set forth in Section 8.3.1(b) below), Opt-out Non-Cancer Partners or Exempt Patent Licensees. Without limiting the foregoing, MG shall retain and/or obtain the right from such licensees and third parties to license or sublicense all Compounds to Taiho in accordance with Section 8.1, including without limitation to so exclusively license or sublicense to Taiho in the Territory for the Field all patent rights owned or controlled by such licensee or third party that, in whole or in part, claim or otherwise cover the composition, manufacture, sale or use of Compounds and/or Products and all information, data and materials relating to the development, manufacture, sale or use of Compounds and/or Products. In addition, MG shall obtain an express covenant from such licensee or third party, that such licensee or third party and its affiliates shall not develop or commercialize, or authorize any third party to develop or commercialize, a Compound or any other HDAC Inhibitor (or a product containing the same) in the Field in the Territory during the term of this Agreement, and shall ensure that such licensee or third party (and any affiliate of such licensee or third party) shall not develop or commercialize any Selected Compounds for any purpose, either inside or outside the Field, in the Territory during the term of this Agreement. Further, without limitation, MG shall ensure that such licensees and others abide by the provisions of Article 6 and that Taiho is able to gain prompt access to and copies of the Data generated by or under authority of such licensees and other third parties. It is understood that a failure by MG to ensure such rights, access and copies for Taiho shall be deemed a breach of this Agreement by MG, and if such failure is material, such breach shall be deemed a material breach of this Agreement. For clarity purposes, the obligation in this Section 8.3.1 requiring third parties operating under authority of MG to abide by Sections 17.4.2, 17.6, 20.2.2, 20.4.2 and 22.7 means that such third party is required to abide by such Sections with respect to the Licensed Patents owned or controlled by such third party(ies), as if such third party(ies) were named in place of “MG” therein (including as a “Party”).

Additional Partner. MG shall ensure that its agreements with licensees of MG with rights in the Field (including Additional Partners) are in compliance with Section 5.25.3, and requires such third parties Third Parties to abide by the provisions of this Article 8, as well as Sections 3.43.2, 13.2, 14.414.2, 14.514.3, 15.2, 15.3, and Article 6 hereof (including Sections 20.2.2, 20.4.2, 22.7 and Article 1, as they relate to such provisions), and and, with respect to patent rights of such third party Third Party sublicensed to Taiho Pharmion hereunder, Sections 17.4.2 17.4 and 17.6; provided that this this Section 8.3.1(a8.3.1 (a) shall not apply to Non-Cancer Partners (except as set forth in Section 8.3.1(b) below), Opt-out Non-Cancer Partners or Exempt Patent Licensees. Without limiting the foregoing, MG shall retain and/or obtain the right from such licensees and third parties Third Parties to license or sublicense all Compounds to Taiho Pharmion in accordance with Section 8.1Sections 8.1 and 8.2, including without limitation to so exclusively license or sublicense to Taiho Pharmion in the Territory for the Field all patent rights owned or controlled by such licensee or third party Third Party that, in whole or in part, claim or otherwise cover the composition, manufacture, sale or use of Compounds and/or Products and all information, data and materials relating to the development, manufacture, sale or use of Compounds and/or Products. In addition, MG shall obtain an express covenant from such licensee or third partyThird Party, that such licensee or third party Third Party and its affiliates Affiliates shall not develop or commercialize, or authorize any third party Third Party to develop or commercialize, a Compound or any other HDAC Inhibitor (or a product containing the same) in the Field in the Territory during the term of this Agreement, and shall ensure that such licensee or third party Third Party (and any affiliate Affiliate of such licensee or third partyThird Party) shall not develop or commercialize any Selected Compounds for any purpose, either inside or outside the Field, in the Territory during the term of this Agreement. Further, without limitation, MG shall ensure that such licensees and others abide by the provisions of Article 6 and that Taiho Pharmion is able to gain prompt access to and copies of the Data generated by or under authority of such licensees and other third partiesThird Parties. It is understood that a failure by MG to ensure such rights, access and copies for Taiho Pharmion shall be deemed a breach of this Agreement by MG, and if such failure is material, such breach shall be deemed a material breach of this Agreement. For clarity purposes, the obligation in this Section 8.3.1 requiring third parties Third Parties operating under authority of MG to abide by Sections 17.4.2, 17.6, 20.2.2, 20.4.2 17.4 and 22.7 17.6 means that such third party Third Party is required to abide by such Sections with respect to the Licensed Patents owned or controlled by such third party(iesThird Party(ies), as if such third party(iesThird Party(ies) were named in place of “MG” therein (including as a “Party”).