Common use of Granting Clause in Contracts

Granting. Verastem shall have the right to grant to its Affiliates and to Third Parties sublicenses under the license granted in Section 2.1. Each such sublicense shall be in writing and shall be consistent with the applicable terms and conditions of this Agreement and sufficient to enable Verastem to meet its diligence and reporting obligations hereunder. Verastem shall at all times be and remain responsible for its Affiliates’ and Sublicensees’ performance and compliance with the terms and conditions of this Agreement applicable to Affiliates and Sublicensees, including without limitation payment of all amounts that may become due hereunder as a result of Sublicensee’s activities. Poniard agrees that Verastem’s obligations under this Agreement may be satisfied through the performance of Verastem’s Affiliates and Sublicensees. Verastem shall, prior to granting any further sublicense of the Licensed Patent Rights (as defined in the Scripps Agreement) licensed from Scripps, and any Sublicensee shall, prior to granting any further sublicense of the Licensed Patent Rights (as defined in the Scripps Agreement) licensed from Scripps, provide Scripps with a copy of the proposed sublicense agreement, which may be in draft form and which may have financial provisions redacted, for Scripps to review solely for compliance with the provisions of the Scripps Agreement applicable to sublicenses of the Licensed Patent Rights (as defined in the Scripps Agreement) licensed from Scripps, provided however, that any such sublicense shall be subject to the provisions contained in the Scripps Agreement that are applicable to sublicenses (including without limitation the provisions regarding governmental interest, reservation of rights, development efforts, reporting, audit rights, indemnity, warranty disclaimer, limitation of liability, confidentiality, and rights upon expiration or termination but excluding the payment of a license fee). Such drafts shall be provided to Scripps at least [**] business days prior to the execution of such further sublicenses. If, within such [**] business day review period, Scripps notifies Verastem or such Sublicensee of provisions of the sublicense that do not comply with the requirements of the Scripps Agreement applicable to sublicenses, Scripps and Verastem (or the applicable Sublicensee granting the further sublicense) shall promptly discuss such concerns and Verastem (or the applicable Sublicensee granting the further sublicense) shall, before entering into the proposed sublicense, negotiate such changes to the proposed sublicense as are reasonably necessary to bring the proposed sublicense into compliance with the requirements of the Scripps Agreement. In the event of a conflict between the terms of the Scripps Agreement applicable to a sublicense and any sublicense, such terms of the Scripps Agreement shall prevail over the conflicting terms of the sublicense. Verastem shall forward to Poniard and to Scripps a copy of any all fully executed sublicense agreements within [**] days of execution.