Common use of Right to Grant Sublicenses Clause in Contracts

Right to Grant Sublicenses. During the Sublicensing Term, Licensor hereby grants to AST under the Licensed Patents the right and authorization to enter into Sublicense Agreements with Members or their Affiliates (as defined in the Sublicense Agreement). Additionally, Licensor hereby grants to AST under the Licensed Patents all rights, licenses, authorizations, releases, covenants and waivers necessary to grant the rights, licenses, authorizations, releases, covenants and waivers under the Sublicense Agreement, including without limitation the rights under Sections 2 and 3 of the Sublicense Agreement. If at any point during the Term, AST dissolves or otherwise ceases to exist as an ongoing operation, then the Sublicense Agreements shall be automatically assigned to Licensor or the then-current owner of the Licensed Patents and Licensor or the then-current owner of the Licensed Patents shall be bound by the terms and conditions of any such Sublicense Agreement as if it, itself, had signed such agreement in place of AST. Also, Licensor hereby acknowledges and agrees that (a) the Sublicense Agreements shall run with the Licensed Patents, (b) each subsequent purchaser of the Licensed Patents shall purchase the Licensed Patents subject to the Sublicense Agreements (including the licenses and releases included therein), (c) Licensor agrees not to disclose the existence or any term or condition of this agreement to any third party, however Licensor may disclose only the existence of each Sublicense Agreement and the identity of the Member to actual or prospective purchasers of the Licensed Patents, such disclosure being made subject to confidentiality agreement prohibiting the recipient from disclosing this information absent express written consent from AST, (d) Licensor shall ensure that any subsequent purchase of the Licensed Patents (and any future purchasers thereafter) are informed of the existence of the Sublicense Agreements and the rights granted under this Agreement, and (e) AST is empowered to grant the rights, licenses, authorizations, releases, covenants and waivers set forth in the Sublicense Agreement and that such grants shall have the same binding effect upon the Licensed Patents and Licensor as if the grants had been made directly by Licensor.

Right to Grant Sublicenses. During the Sublicensing Term, Licensor hereby grants to AST under the Licensed Patents Lorus shall have the right and authorization to enter into Sublicense Agreements with Members or their Affiliates (as defined in the Sublicense Agreement). Additionally, Licensor hereby grants to AST under the Licensed Patents all rights, licenses, authorizations, releases, covenants and waivers necessary to grant sublicenses to its Affiliates and Third Parties (each Affiliate and Third Party, a “Sublicensee”) of the rightsrights granted hereunder to Lorus to research, licensesdevelop, authorizationsmake (and have made), releasesuse, covenants sell, offer for sale, and waivers import Licensed Product, in all or part of the Territory; provided that Lorus shall always be responsible for the payment of royalties on Net Sales of Licensed Product by any such Sublicensee and for all other obligations of such Sublicensee under this Agreement as if such obligations were those of Lorus. A sublicense granted by Lorus to a Sublicensee under this Section 2.02 REDACTED – SUBLICENSE DETAILS provided however, that Lorus and/or Sublicensee shall be permitted to contract with a Third Party to have such Third Party perform activities to facilitate the Sublicense Agreementsale of Licensed Product on behalf of Lorus and/or Sublicensee, including without limitation to manufacture, finish, fill and/or ship Licensed Product for Lorus and/or Sublicensee (hereinafter a “Third Party Contractor”). Such Third Party Contractor shall only have the right to perform such activities on behalf of Lorus and/or Sublicensee, shall have no right under the license granted hereunder to use Licensed Product in any other way and shall have no right to sell, offer for sale, import or export Licensed Product, except to Lorus and Sublicensees. Furthermore, any sublicense shall provide that any Sublicensee is bound to at least the same limitations and restrictions as the limitations and restrictions of this Agreement on Lorus, including, without limitation, the grant to Lorus of audit rights similar to Genentech’s audit rights under Sections 2 Section 4.01 of this Agreement, which rights Lorus agrees to exercise for Genentech at Genentech’s request and 3 of expense. In addition, Lorus shall obtain the Sublicense Agreement. If at any point during the Term, AST dissolves or otherwise ceases to exist as an ongoing operation, then the Sublicense Agreements shall be automatically assigned to Licensor or the then-current owner of the Licensed Patents and Licensor or the then-current owner of the Licensed Patents shall be bound by the terms and conditions consent of any such Sublicense Agreement as if itSublicensee for Genentech to enforce such audit rights to the full force and effect of Lorus’ rights under any such sublicense, itself, had signed in the event that Lorus fails to exercise such agreement audit rights. Lorus shall notify Genentech in place writing promptly after the grant of AST. Also, Licensor hereby acknowledges a sublicense hereunder (including in such notice the name and agrees that (a) the Sublicense Agreements shall run with the Licensed Patents, (b) each subsequent purchaser address of the Licensed Patents shall purchase the Licensed Patents subject to the Sublicense Agreements (including the licenses and releases included thereinSublicensee), (c) Licensor agrees not to disclose the existence or any term or condition of this agreement to any third party, however Licensor may disclose only the existence of each Sublicense Agreement and the identity of the Member to actual or prospective purchasers of the Licensed Patents, such disclosure being made subject to confidentiality agreement prohibiting the recipient from disclosing this information absent express written consent from AST, (d) Licensor shall ensure that any subsequent purchase of the Licensed Patents (and any future purchasers thereafter) are informed of the existence of the Sublicense Agreements and the rights granted under this Agreement, and (e) AST is empowered to grant the rights, licenses, authorizations, releases, covenants and waivers set forth in the Sublicense Agreement and that such grants shall have the same binding effect upon the Licensed Patents and Licensor as if the grants had been made directly by Licensor.

Right to Grant Sublicenses. During the Sublicensing Term, Licensor hereby grants to AST under the Licensed Patents the right and authorization to enter into Sublicense Agreements with Members or their Affiliates (as defined in the Sublicense Agreement). Additionally, Licensor hereby grants to AST under the Licensed Patents all rights, licenses, authorizations, releases, covenants and waivers necessary to grant the rights, licenses, authorizations, releases, covenants and waivers under the Sublicense Agreement, including without limitation the rights under Sections 2 and 3 of the Sublicense Agreement. If at any point during the Term, AST dissolves or otherwise ceases to exist as an ongoing operation, then the Sublicense Agreements shall be automatically assigned to Licensor or the then-current owner of the Licensed Patents and Licensor or the then-current owner of the Licensed Patents shall be bound by the terms and conditions of any such Sublicense Agreement as if it, itself, had signed such agreement in place of AST. Also, Licensor hereby acknowledges and agrees that (a) the Sublicense Agreements shall run with the Licensed Patents, (b) each subsequent purchaser of the Licensed Patents shall purchase the Licensed Patents subject to the Sublicense Agreements (including the licenses and releases included therein), ) (c) Licensor agrees not to disclose the existence or any term or condition of this agreement to any third party, however Licensor may disclose only the existence of each Sublicense Agreement and the identity of the Member to actual or prospective purchasers of the Licensed Patents, such disclosure being made subject to confidentiality agreement prohibiting the recipient from disclosing this information absent express written consent from AST, (d) Licensor shall ensure that any subsequent purchase of the Licensed Patents (and any future purchasers thereafter) are informed of the existence of the Sublicense Agreements and the rights granted under this Agreement, Agreement and (e) AST is empowered to grant the rights, licenses, authorizations, releases, covenants and waivers set forth in the Sublicense Agreement and that such grants shall have the same binding effect upon the Licensed Patents and Licensor as if the grants had been made directly by Licensor.

Right to Grant Sublicenses. During the Sublicensing Term, Licensor hereby grants to AST under the Licensed Patents (a) ACCENTIA shall have the right and authorization to enter into Sublicense Agreements with Members or their Affiliates (as defined sublicense the Sublicensed Rights in the Sublicense Agreement). AdditionallyTerritory with the prior written approval of REVIMMUNE, Licensor hereby grants which approval may not be unreasonably withheld, provided: (i) the sublicensee agrees to AST under the Licensed Patents all rights, licenses, authorizations, releases, covenants and waivers necessary to grant the rights, licenses, authorizations, releases, covenants and waivers under the Sublicense Agreement, including without limitation the rights under Sections 2 and 3 of the Sublicense Agreement. If at any point during the Term, AST dissolves or otherwise ceases to exist as an ongoing operation, then the Sublicense Agreements shall be automatically assigned to Licensor or the then-current owner of the Licensed Patents and Licensor or the then-current owner of the Licensed Patents shall be bound by the all terms and conditions of any such this Sublicense Agreement as if itamended, itselfincluding, but not limited to, the payment of all royalties to REVIMMUNE as provided in Article 4 as though ACCENTIA itself had signed such agreement sold the Licensed Product (ii) ACCENTIA guarantees the performance of all material provisions of this Sublicense Agreement by its sublicensee; (iii) at the time of the sublicense, ACCENTIA is not in place breach or non-compliance with any material provision of AST. Alsothis Sublicense Agreement, Licensor hereby acknowledges and agrees that (aiv) JHU consents in writing to the sublicense when required by the JHU License; (v) the Sublicense Agreements shall run with sublicensee, in REVIMMUNE’s reasonable judgment, is reasonably capable of developing, promoting, marketing, selling and commercializing the Licensed PatentsSublicensed Products; (vi) the sublicensee, (b) each subsequent purchaser in REVIMMUNE’s reasonable judgment, is not a competitor of the Revimmune Licensed Patents shall purchase the Licensed Patents subject to the Sublicense Agreements Rights; (including the licenses and releases included therein), (cvii) Licensor agrees not to disclose the existence or any term or condition upon termination of this agreement Sublicense Agreement for any reason, the sublicense granted by ACCENTIA shall revert directly to any third partyREVIMMUNE, however Licensor which may disclose only at its election recognize or disaffirm such sublicense and (viii) all fees in connection with or resulting from the existence sublicense required by the JHU License and by this Sublicense Agreement are paid by Accentia. Each sublicense granted by ACCENTIA pursuant to this Agreement shall be consistent the provisions of each Sublicense this Agreement and the identity JHU License. Prior to the grant of each sublicense hereunder, ACCENTIA shall provide REVIMMUNE a copy of the Member to actual sublicense. ACCENTIA shall not grant any paid-up license or prospective purchasers of the Licensed Patentsaccept equity in consideration, directly or indirectly, for such disclosure being made subject to confidentiality agreement prohibiting the recipient from disclosing this information absent express sublicenses without REVIMMUNE’s written consent from AST, (d) Licensor shall ensure that any subsequent purchase of the Licensed Patents (and any future purchasers thereafter) are informed of the existence of the Sublicense Agreements and the rights granted under this Agreement, and (e) AST is empowered to grant the rights, licenses, authorizations, releases, covenants and waivers set forth in the Sublicense Agreement and that such grants shall have the same binding effect upon the Licensed Patents and Licensor as if the grants had been made directly by Licensorapproval.

Right to Grant Sublicenses. During Licensee shall have the Sublicensing Term, Licensor hereby grants to AST under the Licensed Patents the sole and exclusive right and authorization to enter into Sublicense Agreements with Members or their Affiliates (as defined in the Sublicense Agreement). Additionally, Licensor hereby grants to AST under the Licensed Patents all rights, licenses, authorizations, releases, covenants and waivers necessary to grant sublicenses to any party with respect to the rights, licenses, authorizations, releases, covenants and waivers rights conferred upon Licensee under the Sublicense this Agreement, including without limitation the rights under Sections 2 and 3 of the Sublicense Agreement. If at provided, however, that: (i) any point during the Term, AST dissolves or otherwise ceases to exist as an ongoing operation, then the Sublicense Agreements such sublicense shall be automatically assigned subject in all respects to Licensor or the then-current owner restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of the Licensed Patents and Licensor or the then-current owner of the Licensed Patents shall be bound a license fee pursuant to Section 2.2 hereof); (ii) any such sublicense agreement must incorporate by reference the terms and conditions of any this agreement, include indemnification obligations and representations, warranties and covenants by sublicensee equivalent to the indemnification and insurance obligations and representations, warranties and covenants made by Licensee herein, and in addition, further provide that such Sublicense Agreement as if itindemnification and insurance obligations and representations, itself, had signed such agreement in place of AST. Also, Licensor hereby acknowledges warranties and agrees that (a) the Sublicense Agreements covenants shall run with to and be for the Licensed Patentsbenefit of Licensor; (iii) any Rensselaer and Leak Location Technologies, Inc. Exclusive License Agreement OTC Contract # 0262-050107L such sublicensing agreement must also prohibit sublicensee’s further sublicense of the rights delivered hereunder, and must also name Licensor as an intended third party beneficiary of the obligations of sublicensee without imposition of obligation or liability on the part of Licensor or its Inventors to the sublicensee; and (biv) each subsequent purchaser such sublicensee, and the form and substance of the Licensed Patents each such sublicense, shall purchase the Licensed Patents be subject to the Sublicense Agreements (including the licenses and releases included therein)prior written approval of Rensselaer, (c) Licensor agrees which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to disclose the existence or any term or condition an Affiliate of this agreement Licensee shall not be subject to Rensselaer’s prior written approval. No approval shall be required as to any third party, however Licensor may disclose only sublicense which utilizes the existence form. of each Sublicense Agreement and the identity of the Member to actual or prospective purchasers of the Licensed Patents, such disclosure being made subject to confidentiality agreement prohibiting the recipient from disclosing this information absent express written consent from AST, (d) Licensor shall ensure that any subsequent purchase of the Licensed Patents (and any future purchasers thereafter) are informed of the existence of the Sublicense Agreements and the rights granted under this Agreement, and (e) AST is empowered to grant the rights, licenses, authorizations, releases, covenants and waivers set forth in the Sublicense Agreement and that such grants shall have the same binding effect upon the Licensed Patents and Licensor sublicense attached hereto as if the grants had been made directly by Licensor.Exhibit B.

Right to Grant Sublicenses. During the Sublicensing Term, Licensor hereby grants to AST under the Licensed Patents BIOVEST shall have the right and authorization to enter into Sublicense Agreements with Members or their Affiliates (as defined sublicense the Sublicensed Rights in the Sublicense Agreement). AdditionallyTerritory with the prior written approval of REVIMMUNE, Licensor hereby grants which approval may not be unreasonably withheld, provided: (i) the sublicensee agrees to AST under the Licensed Patents all rights, licenses, authorizations, releases, covenants and waivers necessary to grant the rights, licenses, authorizations, releases, covenants and waivers under the Sublicense Agreement, including without limitation the rights under Sections 2 and 3 of the Sublicense Agreement. If at any point during the Term, AST dissolves or otherwise ceases to exist as an ongoing operation, then the Sublicense Agreements shall be automatically assigned to Licensor or the then-current owner of the Licensed Patents and Licensor or the then-current owner of the Licensed Patents shall be bound by the all terms and conditions of any such this Sublicense Agreement as if itamended, itselfincluding, but not limited to, the payment of all royalties to REVIMMUNE as provided in Article 4 as though BIOVEST itself had signed such agreement sold the Licensed Product (ii) BIOVEST guarantees the performance of all material provisions of this Sublicense Agreement by its sublicensee; (iii) at the time of the sublicense, BIOVEST is not in place breach or non-compliance with any material provision of AST. Alsothis Sublicense Agreement, Licensor hereby acknowledges and agrees that (aiv) JHU consents in writing to the sublicense; (v) the Sublicense Agreements shall run with sublicensee, in REVIMMUNE’s reasonable judgment, is reasonably capable of developing, promoting, marketing, selling and commercializing the Licensed PatentsSublicensed Products; (vi) the sublicensee, (b) each subsequent purchaser in REVIMMUNE’s reasonable judgment, is not a competitor of the Revimmune Licensed Patents shall purchase the Licensed Patents subject to the Sublicense Agreements Rights; (including the licenses and releases included therein), (cvii) Licensor agrees not to disclose the existence or any term or condition upon termination of this agreement Sublicense Agreement for any reason, the sublicense granted by BIOVEST shall revert directly to any third partyREVIMMUNE, however Licensor which may disclose only at its election recognize or disaffirm such sublicense and (viii) all fees in connection with or resulting from the existence sublicense required by the JHU License and by this Sublicense Agreement are paid by Biovest. Each sublicense granted by BIOVEST pursuant to this Agreement shall be consistent the provisions of each Sublicense this Agreement and the identity JHU License. Prior to the grant of each sublicense hereunder, BIOVEST shall provide REVIMMUNE a copy of the Member to actual sublicense. BIOVEST shall not grant any paid-up license or prospective purchasers of the Licensed Patentsaccept equity in consideration, directly or indirectly, for such disclosure being made subject to confidentiality agreement prohibiting the recipient from disclosing this information absent express sublicenses without REVIMMUNE’s written consent from AST, (d) Licensor shall ensure that any subsequent purchase of the Licensed Patents (and any future purchasers thereafter) are informed of the existence of the Sublicense Agreements and the rights granted under this Agreement, and (e) AST is empowered to grant the rights, licenses, authorizations, releases, covenants and waivers set forth in the Sublicense Agreement and that such grants shall have the same binding effect upon the Licensed Patents and Licensor as if the grants had been made directly by Licensorapproval.