Common use of Sublicensing by BMS Clause in Contracts

Sublicensing by BMS. [***] BMS shall have the right to sublicense any of the license rights granted to it under this Agreement (a) to a Third Party contract manufacturer its rights to make or have made Compound and Product in the Field in the Territory, (b) to a Third Party for the limited purpose of conducting one or more (but not all) aspects of the Development contemplated by this Agreement, (c) to a Third Party so long as such rights are limited to a jurisdiction other than the U.S. or any Major European Country or (d) to an Affiliate. [***] BMS shall have the right to sublicense any or all of the rights granted hereunder. In connection with any such permitted sublicensing, BMS may disclose and provide to such permitted Sublicensees any applicable Ambrx Know-How and Ambrx Materials in connection therewith. BMS shall ensure that each of its Sublicensees is bound by a written agreement that is consistent with, and subject to the terms and conditions of, this Agreement. In addition, BMS shall be responsible for the performance of any of its Sublicensees that are exercising rights under a sublicense of the rights granted by Ambrx to BMS under this Agreement, and the grant of any such sublicense shall not relieve BMS of its obligations under this Agreement, except to the extent they are satisfactorily performed by any such Sublicensee(s). Promptly following the execution of each sublicense as provided in this Section 7.2, BMS shall provide Ambrx with a copy of such sublicense agreement; provided that the financial terms of any such sublicense agreement may be redacted. For clarity[***]

Sublicensing by BMS. [***] provided that at any time BMS shall have the right to sublicense any of the license rights granted to it under this Agreement (a) to a Third Party contract manufacturer its rights to make or have made Compound and Product in the Field in the Territory, (b) to a Third Party for the limited purpose of conducting one or more (but not all) aspects of the Development contemplated by this Agreement, (c) to a Third Party so long as such rights are limited to a jurisdiction other than the U.S. or any Major European Country or (d) to an Affiliate. [***] BMS shall have the right to sublicense any or all of the rights granted hereunder. In connection with any such permitted sublicensing, BMS may disclose and provide to such permitted Sublicensees any applicable Ambrx Know-How and Ambrx Materials in connection therewith. BMS shall [***] ensure that each of its Sublicensees is bound by a written agreement that is consistent with, and subject to the terms and conditions of, this Agreement. In addition, BMS shall be responsible for the performance of any of its Sublicensees that are exercising rights under a sublicense of the rights granted by Ambrx to BMS under this Agreement, and the grant of any such sublicense shall not relieve BMS of its obligations under this Agreement, except to the extent they are satisfactorily performed by any such Sublicensee(s). Promptly following the execution of each sublicense as provided in this Section 7.2, BMS shall provide Ambrx with a copy of such sublicense agreement; provided that the financial terms of any such sublicense agreement may be redacted. For clarity[***]

Sublicensing by BMS. [***] BMS shall have the right to sublicense any of the license rights granted to it under this Agreement (a) to a Third Party contract manufacturer its rights to make or have made Compound and Product in the Field in the Territory, (b) to a Third Party for the limited purpose of conducting one or more (but not all) aspects of the Development contemplated by this Agreement, (c) to a Third Party so long as such rights are limited to a jurisdiction other than the U.S. or any Major European Country or (d) to an Affiliate. [***] BMS shall have the right to sublicense any or all of the rights granted hereunderto it by Exscientia under this Agreement (other than any rights granted under Section 7.1(b)) to its Affiliates and/or to Third Parties. In connection with any such permitted sublicensing and to the extent required to carry out the applicable sublicensing, BMS may disclose and provide to such permitted Sublicensees any applicable Ambrx Exscientia Licensed Know-How and Ambrx Exscientia Materials in connection therewith. BMS shall ensure that each of its Sublicensees is bound by a written agreement that is consistent with, and subject to the applicable terms and conditions of, this Agreement. In addition, BMS shall be responsible for the performance of any of its Sublicensees that are exercising rights under a sublicense of the rights granted by Ambrx Exscientia to BMS under this Agreement, and the grant of any such sublicense shall not relieve BMS of its obligations under this Agreement, except to the extent they are satisfactorily performed by any such Sublicensee(s). Promptly following the execution of each sublicense to a Third Party as provided in this Section 7.2, BMS shall provide Ambrx Exscientia with a copy of such sublicense agreement; provided that the financial terms of any such sublicense agreement [****] may be redacted. For clarityCertain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.