Common use of Third Party Partners Clause in Contracts

Third Party Partners. If, at any time during the Term, a Party enters into an agreement with one or more Third Party(ies) (a “Third Party Partner”) (each such agreement, a “Third Party Collaboration Agreement”, and the Party entering such Third Party Collaboration Agreement the “Contracting Party”) to Develop or Commercialize a Licensed Product in the Field in the Contracting Party’s Territory, then the Contracting Party shall ensure that such agreement is consistent with the terms and conditions of this Agreement. Without limiting the foregoing, the Contracting Party shall use reasonable efforts to negotiate terms in the Third Party Agreement regarding (a) intellectual property rights necessary to permit the Contracting Party to license or sublicense to the other Party, in accordance with the terms of this Agreement, any Patent Rights and Know-How developed in the course of activities pursuant to the Third Party Collaboration Agreement related to the Licensed Products that are the subject of this Agreement, if any, and (b) providing the other Party with reciprocal information, rights of reference and other rights and benefits with respect to regulatory matters in the Third Party Partner’s Territory as are provided to the other Party in Section 3.2. The Contracting Party shall promptly provide the other Party with a copy of any fully executed Third Party Collaboration Agreement, which may be redacted to remove terms and conditions that are not necessary to monitor compliance with this Section 5.5 and such Third Party Collaboration Agreement will be the Contracting Party’s Confidential Information for the purposes of Section 9. In addition, if the Third Party Collaboration Agreement grants the Third Party Partner a sublicense under the Sarepta Technology or Summit Technology, as applicable, then the Contracting Party shall ensure that such Third Party Collaboration agreement complies with Section 7.1.2 or Section 7.2.2, as applicable. If the Contracting Party becomes aware of a material breach of the terms of such Third Party Collaboration Agreement by a Third Party Partner compliance with which is necessary for the Contracting Party’s compliance with the terms of this Agreement, then the Contracting Party shall promptly notify the other Party of the particulars of the same and use Commercially Reasonable Efforts to cause the Third Party Partner to comply with all the terms of the Third Party Collaboration Agreement necessary for the Contracting Party’s compliance with the terms of this Agreement. Notwithstanding any Third Party Collaboration Agreement, the Contracting Party shall remain primarily liable to the other Party for the performance of the Contracting Party’s obligations under, and the Contracting Party’s compliance with all terms and conditions of, this Agreement with respect to the Contracting Party’s Territory.