Common use of Effect on Sublicenses Clause in Contracts

Effect on Sublicenses. In the event of any termination of this Agreement, in whole or in part, under any of the provisions in this Article 10 resulting in the termination of any licenses granted to RayzeBio under Section 4.1, any existing Sublicense that contains a sublicense of rights terminated under this Agreement shall automatically terminate to the extent of such terminated rights [***] following the effective date of such termination of this Agreement; provided that if (i) such Sublicensee is an Affiliate of RayzeBio, (ii) such Sublicensee is in material default of any material provision of the applicable Sublicense such that RayzeBio would have the right to terminate such Sublicense or (iii) the basis for the termination of the Agreement is due to such Sublicensee’s actions or inactions ((i), (ii) and (iii) together, “Ineligible Sublicensees”), then the applicable Sublicense to which such Sublicensee is a party shall terminate effective immediately upon termination of this Agreement. Each Sublicensee subject to potential automatic termination under this Section 10.4.2 that is not an Ineligible Sublicensee shall have the right to enter into a direct license from PeptiDream (a “Direct License”) on substantially the same non-economic terms and conditions set forth in the Sublicense and on economic terms providing for the payment by such Sublicensee to PeptiDream of the consideration that otherwise would have been payable to PeptiDream if the applicable Sublicense and this Agreement were still simultaneously in effect. PeptiDream agrees to negotiate in good faith the final form of such Direct License on such financial terms and conditions; such final form of Direct License agreement shall not (a) impose any representations, warranties, obligations or liabilities on PeptiDream that are not included in this Agreement, (b) have any obligations that are greater than or inconsistent with the obligations of PeptiDream under this Agreement or (c) have any fewer rights than PeptiDream has under this Agreement, as applicable to the Direct License.

Effect on Sublicenses. In the event of any Upon termination of this Agreement, in whole or in partfor any reason, Bayer shall promptly notify its Sublicensees of such termination. Upon notice by Recursion of its intent to terminate (or, if notice is not required, upon termination) this Agreement, Bayer shall no longer have the authority to grant further sublicenses. With respect to any rights previously granted by Bayer under any of Sublicense hereunder any Sublicensee, so long as they are not in default under such Sublicense, may elect to continue its Sublicense provided that (i) the provisions in this Article 10 resulting in Sublicense will be modified as reasonably necessary to accommodate the termination of any licenses granted to RayzeBio under Section 4.1, any existing Sublicense that contains a sublicense of rights terminated under this Agreement shall automatically terminate functional and structural differences between Recursion and Bayer; (ii) Recursion is bound only to the extent of such terminated rights [***] following under terms no less economically favorable to Recursion than existed when this Agreement and the effective date of such termination of this AgreementSublicense were in effect; provided that if (i) such Sublicensee is an Affiliate of RayzeBio, (ii) such Sublicensee is in material default of any material provision of the applicable Sublicense such that RayzeBio would have the right to terminate such Sublicense or (iii) the basis for the termination of the Agreement is due to such Sublicensee’s actions or inactions ((i), (ii) and (iii) together, “Ineligible Sublicensees”), then in no event will Recursion be obligated in any manner that it was not to Bayer hereunder and that the applicable Sublicense to which such Sublicensee is a party shall terminate effective immediately upon termination of this Agreement. Each Sublicensee subject to potential automatic termination under this Section 10.4.2 that is not an Ineligible Sublicensee shall have the right to enter into a direct license from PeptiDream (a “Direct License”) on substantially the same non-economic terms and conditions set forth in the Sublicense and on economic terms providing for the payment by such Sublicensee to PeptiDream of the consideration that otherwise would have been payable to PeptiDream if the applicable Sublicense and this Agreement were still simultaneously in effect. PeptiDream agrees to negotiate in good faith the final form of such Direct License on such financial terms and conditions; such final form of Direct License license agreement shall will not (a) impose any representations, warranties, obligations expenses or liabilities on PeptiDream Recursion that are not included in this Agreement. Sublicensee will notify Recursion in writing, (b) have any obligations that are greater than or inconsistent with within [***] days after the Sublicensee’s receipt of notice of such termination, of its election, and of its agreement to assume in respect to Recursion all the obligations (including obligations for payment) contained in the Sublicense with Bayer and all the obligations in this Agreement. For the avoidance of PeptiDream doubt, in the event that Bayer retains under this Agreement or (c) have the Collaboration Agreement after termination of this Agreement any fewer rights than PeptiDream has under this Agreementto grant sublicenses, as applicable to the Direct Licensesuch rights remain unimpaired.

Effect on Sublicenses. In the event of any Upon termination of this Agreement for any reason, Neumora shall promptly notify its Sublicensees of such termination. Upon notice by Vanderbilt of its intent to terminate (or, if notice is not required, upon termination) this Agreement, in whole or in part, Neumora shall no longer have the authority to grant further Sublicenses. Any rights previously granted by Xxxxxxx under any of the provisions in this Article 10 resulting in the termination of any licenses granted to RayzeBio under Section 4.1, any existing Sublicense that contains a sublicense of rights terminated under this Agreement shall hereunder will be automatically terminate to the extent of such terminated rights revoked [***] following the effective date of such termination of this Agreement; provided that if (i) such Sublicensee is an Affiliate of RayzeBio, (ii) such Sublicensee is in material default of any material provision of the applicable Sublicense such that RayzeBio would have the right to terminate such Sublicense or (iii) the basis for the termination of the Agreement is due to such Sublicensee’s actions or inactions ((i), (ii) and (iii) together, “Ineligible Sublicensees”), then the applicable Sublicense to which such Sublicensee is a party shall terminate effective immediately upon termination of this Agreement. Each Notwithstanding anything to the contrary in the foregoing, if a Sublicensee subject to potential automatic termination under this Section 10.4.2 that is not an Ineligible in default under the Sublicense and if the Sublicense is in conformity with this Agreement, such Sublicensee shall have the right right, at its election, to enter into become a direct license from PeptiDream (a “Direct License”) licensee of Vanderbilt under the Licensed Intellectual Property on substantially the same non-economic terms and conditions (including financial terms) of this Agreement (with license terms relating to the field and territory modified as reasonably necessary to be consistent with the rights sublicensed to such Sublicensee by Neumora). Notwithstanding the foregoing, under no circumstances shall Vanderbilt be obligated to accept terms in such direct license with the Sublicensee that are economically less favorable to Vanderbilt than set forth in the Sublicense and on economic terms providing for the payment by such Sublicensee to PeptiDream of the consideration that otherwise would have been payable to PeptiDream if the applicable Sublicense and this Agreement were still simultaneously and in effect. PeptiDream agrees no event shall Vanderbilt be obligated in any manner that it was not to negotiate in good faith Neumora hereunder and that the final form terms of such Direct License on such financial terms and conditions; such final form of Direct License license agreement shall not (a) impose any representations, warranties, obligations expenses or liabilities on PeptiDream Vanderbilt that are not included in this Agreement. If any Sublicensee desires to enter into such a license agreement, (b) have any obligations it shall be wholly the responsibility of that are greater than or inconsistent with Sublicensee to notify Vanderbilt of such desire within [***] after the obligations effective date of PeptiDream under this Agreement or (c) have any fewer rights than PeptiDream has under termination of this Agreement, as applicable to the Direct License.

Effect on Sublicenses. In the event of any termination of this Agreement, in whole or in part, under any of the provisions in this Article 10 resulting in the termination of any licenses granted to RayzeBio under Section 4.1, any existing Sublicense that contains a sublicense of rights terminated under this Agreement shall automatically terminate to the extent of such is terminated rights [***] following the effective date of or expires for any reason, and if Licensee requests that any given sublicense(s) survive such termination of this Agreement; provided that if (ieach, a “Surviving Sublicense”), such Surviving Sublicense(s) shall be considered a direct license from Licensor to such surviving Sublicensee, unless such Sublicensee is (a) an Affiliate of RayzeBioLicensee, (iib) such Sublicensee is in material default of any material provision of the applicable Sublicense such that RayzeBio would have the right to terminate such Sublicense sublicense, or (iiic) the basis for the termination of the this Agreement is due to such Sublicensee’s actions or inactions ((ia)-(c), an “Ineligible Sublicensee”); provided that such Sublicensee agrees in writing that (i) Licensor is entitled to enforce all relevant provisions directly against such Sublicensee, and (ii) Licensor shall not assume, and (iii) together, “Ineligible Sublicensees”), then the applicable Sublicense shall not be responsible to which such Sublicensee is a party shall terminate effective immediately upon termination for, any representations, warranties or obligations of Licensee to such Sublicensee, other than to permit such Sublicensee to exercise any rights to the Licensed Patents or Licensed Know-How sublicensed to such Sublicensee by Licensee, to the extent consistent with the terms of this Agreement. Each Sublicensee subject to potential automatic termination under this Section 10.4.2 that is not an Ineligible Sublicensee shall have the right to enter into a direct license from PeptiDream (a “Direct License”) on substantially the same non-economic terms and conditions set forth For clarity, in the Sublicense and on economic terms providing for the payment by such Sublicensee to PeptiDream of the consideration event that otherwise would have been payable to PeptiDream if the applicable Sublicense and this Agreement were still simultaneously expires (but for clarity, not in effect. PeptiDream agrees the event that this Agreement is terminated for any reason), any Sublicense Fees (mutatis mutandis) received by Licensor pursuant to negotiate in good faith the final form of such Direct License on such financial terms and conditions; such final form of Direct License agreement shall not (a) impose any representations, warranties, obligations or liabilities on PeptiDream that are not included in this Agreement, (b) have any obligations that are greater than or inconsistent with the obligations of PeptiDream Surviving Sublicenses should be treated as Sublicense Fees under this Agreement or (c) have any fewer rights than PeptiDream has under this Agreement, as applicable to the Direct Licenseand shared between Licensee and Licensor in accordance with Section 5.1.