Common use of Direct Affiliate Licenses Clause in Contracts

Direct Affiliate Licenses. Whenever SPL shall reasonably demonstrate to Pharmacopeia that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Pharmacopeia and such Affiliate, Pharmacopeia will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof and SPL shall guarantee the Affiliate’s obligations thereunder and otherwise provide to Pharmacopeia assurances of performance satisfactory to Pharmacopeia. SPL shall reimburse Pharmacopeia for its reasonable attorneys’ fees and costs incurred in connection with any such separate license agreement.

Direct Affiliate Licenses. Whenever SPL shall reasonably demonstrate ------------------------------ to Pharmacopeia that, in order to facilitate direct royalty payments by an Affiliate, it is desirable that a separate license agreement be entered into between Pharmacopeia and such Affiliate, Pharmacopeia will grant such licenses directly to such Affiliate by means of an agreement which shall be consistent with all of the provisions hereof and SPL shall guarantee the Affiliate’s 's obligations thereunder and otherwise provide to Pharmacopeia assurances of performance satisfactory to Pharmacopeia. SPL shall reimburse Pharmacopeia for its reasonable attorneys’ ' fees and costs incurred in connection with any such separate license agreement.