Common use of Sublicense Right Clause in Contracts

Sublicense Right. Denali may sublicense the rights under the licenses granted in Sections 3.1 and 3.2, and any rights under such sublicense may be further sublicensed to multiple tiers of sublicensees (each, a “Sublicense Agreement”). With respect to any Sublicense Agreement: (a) Denali shall be responsible for the payment of all amounts provided for hereunder, regardless of whether the terms of any Sublicense Agreement provide for such amount to be paid by the Sublicensee directly to Genentech, (b) the Sublicensee shall agree in writing to be subject to, and bound by, terms and conditions substantially similar to the corresponding terms and conditions of this Agreement; (c) Denali shall remain responsible to Genentech for all acts performed by the Sublicensee pursuant to any such Sublicense Agreement and shall ensure compliance with the obligations of Sublicensee hereunder, (d) Denali shall notify Genentech in writing prior to the grant of any such Sublicense Agreement including in such notice the name and address of the Sublicensee and the identity of the portion(s) of the Field and the part(s) of the Territory covered by the Sublicense Agreement, and (e) shall notify Genentech in writing promptly if Denali becomes aware of Sublicensee activities that are inconsistent with the rights and obligations granted hereunder, and such activities have not been corrected within sixty (60) days of Denali’s awareness of such activities. Upon termination of this Agreement, Denali shall provide Genentech with copies of all Sublicense Agreements under this Agreement; Genentech agrees that on request from any Sublicensee it will grant to such Sublicensee a license on the same terms as set out in this Agreement (including all milestone and royalty payments) in relation to any Genentech rights previously licensed to such Sublicensee. Unless otherwise explicitly agreed in writing, Genentech shall not agree to vary or amend the terms of the licenses granted hereunder or take on any additional or further obligations or burdens.