Common use of Sublicense Agreements Clause in Contracts

Sublicense Agreements. Licensee shall grant Sublicenses pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.3.2.2 a section substantially the same as Article 9 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; 2.3.2.4 a provision prohibiting the Sublicensee from sublicensing its rights under such Sublicense agreement; and 2.3.2.5 a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an affiliate of Sublicensee or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Licensee shall grant Sublicenses sublicenses pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 2.3.2.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.3.2.2 2.3.2.2. a section substantially the same as Article 9 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.3.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; 2.3.2.4 2.3.2.4. a provision prohibiting the Sublicensee from sublicensing its rights under such Sublicense agreement; and 2.3.2.5 2.3.2.5. a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to without prior consent of Harvard to: (i) an affiliate Affilliate of Sublicensee such Sublicensee; or to (ii) a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted such assignee agrees in writing to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Licensee shall grant Sublicenses sublicenses pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 2.3.2.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.3.2.2 2.3.2.2. a section substantially the same as Article 9 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.3.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; 2.3.2.4 2.3.2.4. a provision prohibiting the Sublicensee from sublicensing its rights under such Sublicense agreement; and; 2.3.2.5 2.3.2.5. a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an affiliate of Sublicensee or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement; and 2.3.2.6. the sublicense agreement shall provide that, in the event of any inconsistency between the sublicense agreeement and this Agreement, this Agreement controls.

Sublicense Agreements. Licensee Sublicenses shall grant Sublicenses be granted pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 2.2.2.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.3.2.2 2.2.2.2. a section substantially the same as Article 9 5 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.15.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.2.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)part), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a direct license from Harvard on the same terms and conditions as set forth herein, which direct license shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement; 2.3.2.4 2.2.2.4. a provision prohibiting clarifying that the Sublicensee from sublicensing shall only be entitled to sublicense its rights under such Sublicense agreementagreement on the terms set forth in this Section 2.2; and 2.3.2.5 a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an affiliate of Sublicensee or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Licensee shall grant Sublicenses sublicenses pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 2.3.2.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.3.2.2 2.3.2.2. a section substantially the same as Article 9 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.3.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; 2.3.2.4 2.3.2.4. a provision prohibiting the Sublicensee from sublicensing its rights under such Sublicense agreement; and; 2.3.2.5 2.3.2.5. a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an affiliate of Sublicensee or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense Sublicense 2.3.2.6. the sublicense agreement relates; providedshall provide that, howeverin the event of any inconsistency between the sublicense agreeement and this Agreement, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreementthis Agreement controls.

Sublicense Agreements. Licensee and any Sublicensee granting through an additional tier shall grant Sublicenses sublicenses pursuant to written agreementsagreements negotiated at arms’ length, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 2.4.2.1 all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.3.2.2 2.4.2.2 a section substantially the same as Article 9 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.4.2.3 a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; 2.3.2.4 a provision prohibiting the Sublicensee from sublicensing its rights under such Sublicense agreement; and 2.3.2.5 2.4.2.4 a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an affiliate of Sublicensee or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Licensee shall grant Sublicenses sublicenses pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 2.3.2.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement;Agreements 2.3.2.2 2.3.2.2. a section substantially the same as Article 9 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.3.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; 2.3.2.4 2.3.2.4. a provision prohibiting the Sublicensee from sublicensing its rights under such Sublicense agreement; and; 2.3.2.5 2.3.2.5. a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of HarvardUC, except that Sublicensee may assign the Sublicense agreement to an affiliate of Sublicensee or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement; and 2.3.2.6. the sublicense agreement shall provide that, in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement controls.

Sublicense Agreements. Licensee shall grant Sublicenses pursuant to written agreements, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following: 2.3.2.1 2.3.2.1. all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement; 2.3.2.2 2.3.2.2. a section substantially the same as Article 9 of this Agreement, which also will state that the Indemnitees (as defined in Section 9.19.1.1) are intended third party Third Party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.3.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1 (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; 2.3.2.4 2.3.2.4. a provision prohibiting the Sublicensee from further sublicensing its rights under such Sublicense agreementagreement without the consent of Harvard, such consent not to be unreasonably withheld; and 2.3.2.5 2.3.2.5. a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an affiliate of Sublicensee or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement.