Common use of Consistency Requirement Clause in Contracts

Consistency Requirement. COMPANY and its Sublicensees may only sublicense or further sublicense if the sublicense or further Sublicense Agreement is on terms consistent with this Agreement, including this Section 2.5. Further, COMPANY shall use Commercially Reasonable Efforts to obtain from each Sublicensee obligations in the Sublicense Agreement for the Sublicensee to comply with Section 17.7 as if the Sublicensee were COMPANY, on the same or better terms as provided for in Section 17.7 (or to avoid doubt, obligations in the Sublicense Agreement for the Sublicensee to provide the rights of Section 17.7 to COMPANY in case the Sublicense Agreement terminates, and for these to be passed on by COMPANY to MorphoSys, or if so requested, to Xencor in case this Agreement also terminates). In any event, COMPANY shall provide in each Sublicense Agreement that whatever rights (if any) and terms with respect to the subject matter of Section 17.7 are granted to COMPANY in case such Sublicense terminates shall be passed on to MorphoSys, or where provided under the Xencor Agreement and if so requested, to Xencor if this Agreement also terminates. Also in any event, COMPANY shall in each Sublicense Agreement obtain at a minimum the following: the co-Detailing option and the license to MorphoSys under COMPANY Foreground Patents as set forth under Section 2.4, including to the extent granted under those certain COMPANY Foreground Patents of the Sublicensee, shall survive in case the Sublicense Agreement terminates. In case the Sublicense Agreement terminates, there shall be a non-exclusive, royalty-free, irrevocable, sublicensable (through one (1) or more tiers without consent) license back to COMPANY under those certain COMPANY Foreground Patents as set forth under Section 2.4(b) to research, have researched, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, Commercialize, have Commercialized, import, have imported, export and have exported Licensed Antibody and/or Products; which license shall be passed on to MorphoSys or, if so requested by MorphoSys, to Xencor if this Agreement also terminates.