Common use of Sublicense Agreements Clause in Contracts

Sublicense Agreements. Licensee shall, in each agreement under which it grants a sublicense under the license set forth in Section 2.01 (each, a “Sublicense Agreement”), require the sublicensee to transfer to Merck, if this Agreement terminates for any reason but for termination by Licensee under Section 12.03 and to Licensee, if only such sublicense terminates, (a) all regulatory filings and Marketing Authorizations held, possessed or controlled by such sublicensee and (b) all patent rights and Know-How controlled by such sublicensee relating to a Licensed Product or its use, Manufacture, sale, or importation (such patent rights and Know-How shall be transferred either by assignment or by a freely sublicensable exclusive license). Licensee shall (i) use reasonable efforts to procure the performance by any sublicensee of the terms of each such sublicense Agreement, and (ii) ensure that any sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or sublicensee.

Sublicense Agreements. Licensee shall, in each agreement under which it grants a sublicense under the license set forth in Section 2.01 (each, a “Sublicense Agreement”), require the Sublicense Agreement to be assignable by Licensee to Merck, and require the sublicensee to transfer to Merck, if this Agreement terminates for any reason but for termination by Licensee so required under Section 12.03 and to Licensee, if only such sublicense terminates12.05, (a) all regulatory filings and Marketing Authorizations held, possessed or controlled by such sublicensee and (b) all patent rights and Know-How controlled by such sublicensee relating to a Licensed Product or its use, Manufacture, sale, or importation (such patent rights and Know-How shall be transferred either by assignment or by a freely sublicensable sublicensable, royalty-free license, which license shall be exclusive licensefor, and limited solely to use with, Licensed Products in the Field). Any sublicense agreement shall be consistent with the terms and conditions of this Agreement, and shall include provisions for the benefit of Merck corresponding to Articles III and IV and Sections 9.04, 9.05, 12.04 and 12.05. Licensee shall (i) use reasonable efforts to procure the performance by any sublicensee of the terms of each such sublicense Agreement, and (ii) ensure that any sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and sublicensees that are sublicensed as permitted herein, and the The grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they such obligations are satisfactorily performed by such Affiliate or sublicensee. Licensee shall be liable for the performance or non-performance of its Affiliates and sublicensees hereunder.

Sublicense Agreements. Licensee shall, in each agreement under which it grants a sublicense under the license set forth in Section 2.01 2.1 (each, a “"Sublicense Agreement”"), require the sublicensee to transfer to Merck, Anacor if this Agreement terminates for any reason but for termination by Licensee under Section 12.03 and to Licensee, Licensee if only such sublicense terminates, terminates (a) all INDs and/or other Drug Approval Applications, Regulatory Approvals, or regulatory filings and Marketing Authorizations (including, without limitation, Drug Master Files) held, possessed or controlled by such sublicensee and (b) all patent rights Patents and Know-How controlled Controlled by such sublicensee relating to a Licensed Product or its use, Manufacture, sale, or importation (such patent rights which Patents and Know-How shall be transferred either by assignment or by a freely sublicensable exclusive license). Any Sublicense Agreement shall be consistent with the terms and conditions of this Agreement. Licensee shall (i) use reasonable efforts to procure the performance by any sublicensee of the terms of each such sublicense Sublicense Agreement, and (ii) ensure that be responsible for any sublicensee will comply with the applicable terms and conditions breach of this Agreement. Licensee hereby guarantees Agreement that is caused (directly or indirectly) by the performance (or failures to perform) of its Affiliates and sublicensees that are sublicensed as permitted herein, and the sublicense. The grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or sublicensee.

Sublicense Agreements. Licensee Schering may grant to Third Parties sublicenses of the rights granted to it under Section 2.1 (without the right to grant further sublicenses) without Novacea’s consent in order to carry out its obligations or exercise its rights under this Agreement. Schering shall, in each agreement under which it grants a sublicense under of substantially all or all the license set forth rights granted to it necessary to Commercialize a Licensed Product in the United States pursuant to Section 2.01 2.1 (each, a “Sublicense Agreement”), require the sublicensee Sublicensee to transfer to Merck, Novacea if this Agreement terminates for any reason but for termination by Licensee under Section 12.03 and to Licensee, Schering if only such sublicense terminates, terminates (a) all regulatory filings INDs and/or other Regulatory Applications and Marketing Authorizations Regulatory Approvals held, possessed or controlled by such sublicensee Sublicensee relating to a Licensed Product and (b) all patent rights Patents and Know-How controlled Controlled by such sublicensee relating to a Licensed Product or its use, Manufacture, sale, or importation Sublicensee (such patent rights which Patents and Know-How shall be transferred either by assignment or by a freely sublicensable exclusive license). Licensee Any Sublicense Agreement shall be consistent with the terms and conditions of this Agreement and Schering shall use Commercially Reasonable Efforts to assign such Sublicense Agreement to the extent required under Section 16.6(c)(iv) of this Agreement. Schering shall (i) use reasonable efforts Commercially Reasonable Efforts to procure the performance by any sublicensee Sublicensee of the terms of each such sublicense Sublicense Agreement, and (ii) ensure that be responsible for any sublicensee will comply with the applicable terms and conditions breach of this Agreement. Licensee hereby guarantees Agreement that is caused (directly or indirectly) by the performance (or failure to perform) of its Affiliates and sublicensees that are sublicensed as permitted herein, and the Sublicensee. The grant of any such sublicense will not relieve Licensee Schering of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or sublicenseeSublicensee.

Sublicense Agreements. Licensee shallGilead shall use reasonable efforts to provide that, in each agreement under which it grants a sublicense pursuant to Section 7.2(a)(i) under the license set forth in Section 2.01 7.1 (each, a “Sublicense Agreement”), require such Sublicense Agreement requires the sublicensee Sublicensee to transfer provide the following to Merck, Galapagos if this Agreement terminates for any reason but for termination by Licensee under Section 12.03 terminates, and to Licensee, Gilead if only such sublicense Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of, (a) or a right of reference to, all regulatory filings Regulatory Materials and Marketing Authorizations held, possessed or controlled Regulatory Approvals Controlled by such sublicensee Sublicensee with Amended and Restated License and Collaboration Agreement respect to any Licensed Product (which assignment or right of reference may also be provided directly to Gilead prior to any such termination), but solely to the extent such assignment and transfer, or right of reference, would be required of Gilead under Section 15.6, and (bii) the assignment of, or a freely sublicensable exclusive license to, all patent rights and Know-How controlled intellectual property (including Patents) Controlled by such sublicensee relating to Sublicensee that covers or embodies a Licensed Product or its respective use, Manufacturemanufacture, sale, or importation (and was conceived, discovered, developed or otherwise made by or on behalf of such patent Sublicensee during the exercise of its rights and Know-How or fulfillment of its obligations pursuant to such Sublicense Agreement, but solely to the extent such assignment or exclusive license would be required of Gilead under Section 15.6(a). Each Sublicense Agreement shall be transferred either by assignment or by a freely sublicensable exclusive license). Licensee shall (i) use reasonable efforts subject to procure the performance by any sublicensee of the terms of each such sublicense Agreement, and (ii) ensure that any sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees For clarity, in the performance of its Affiliates and sublicensees that are sublicensed as permitted herein, and the grant case of any such sublicense will subcontractor, this Section 7.2(b) shall not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or sublicenseeapply but Gilead shall comply with Section 3.8.