Common use of Permitted Subcontracting Clause in Contracts

Permitted Subcontracting. The license granted by REGENTS in Paragraph 3.1 includes the right to engage in Permitted Subcontracting, as defined herein. “Permitted Subcontracting” shall include the grant by LICENSEE or SUBLICENSEE of rights under this AGREEMENT to: (i) third parties contractually bound to LICENSEE or SUBLICENSEE for the sole purpose of marketing or promoting a LICENSED PRODUCT; (ii) third party contract research organizations contractually bound to LICENSEE or SUBLICENSEE with no other rights under REGENTS’ PATENT RIGHTS other than to perform research and development on behalf of LICENSEE or SUBLICENSEE; and (iii) third party contract manufacturing organizations contractually bound to LICENSEE or SUBLICENSEE with no other rights under REGENTS’ PATENT RIGHTS than to manufacture on behalf of LICENSEE or SUBLICENSEE. Such third parties listed in (i), (ii) and (iii) above are “Permitted Subcontractors” and any act or omission by a Permitted Subcontract shall be deemed an act or omission of LICENSEE. For clarity, Permitted Subcontracting is not considered sublicensing of rights under this AGREEMENT. LICENSEE shall (and shall cause SUBLICENSEES, as the case may be) to incorporate terms and conditions into its agreement for Permitted Subcontracting that are sufficient to enable LICENSEE to comply with this AGREEMENT, and LICENSEE shall ensure that all such agreements do not conflict with the terms and conditions of this AGREEMENT. All such Permitted Subcontracting shall have subcontracts that provide for the automatic assignment to LICENSEE of any and all intellectual property generated by the Permitted Subcontractor, its employees, and consultants in the course of performing the subcontracted services to LICENSEE or SUBLICENSEE (other than with respect to intellectual property generated that relates to such Permitted Subcontractor’s platform or background intellectual property, ownership of which may remain with such subcontractor).