Common use of Sublicensing Agreements Clause in Contracts

Sublicensing Agreements. Each sublicense granted by a Party pursuant to this Section 2.3 (Sublicensing Terms) will be subject and subordinate to the applicable terms of this Agreement. Any such sublicense (a) will be consistent with the terms of this Agreement, including intellectual property terms and confidentiality, non-disclosure, and non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement, and (b) to the extent a Party engages a Sublicensee to Commercialize a Licensed Product, include an obligation of such Sublicensee to account for and report its Net Sales (in local currency and Dollars) on a country-by-country and Licensed Product- by-Licensed Product basis and any other information necessary for such Party to comply with its obligation to provide Royalty Reports in accordance with Section 8.3.2 (Reports and Royalty Payments). In addition, unless agreed otherwise by the JSC, each Party will include in each agreement under which it grants a sublicense an obligation of the Sublicensee to assign or grant a sublicensable license to such Party, upon termination of such agreement or with respect to any territory that is not within the scope of the sublicense, of all Know-How generated by the Sublicensee and all Patent Rights owned or controlled by such Sublicensee Covering any such Know-How, in each case, that are necessary to Exploit any Licensed Product subject to such agreement. Each Party will provide the other Party with a written notice of any sublicense granted by such Party or its Affiliates pursuant to this Section 2.3 (Sublicensing Terms) to any Third Party no later than [***] after the effective date thereof and will provide such other Party with a copy of each Third Party sublicense agreement (excluding sublicenses to subcontractors engaged pursuant to Section 2.4 (Subcontractors)), from which copy such Party may redact any confidential information that is not necessary for such other Party to confirm compliance with the terms of this Agreement.

Sublicensing Agreements. Each sublicense granted by a Party Neurocrine pursuant to this Section 2.3 2.2 (Sublicensing Terms) will be subject and subordinate to the applicable terms of this Agreement. Any such sublicense (a) will be consistent with the terms of this Agreement, including intellectual property terms and confidentiality, non-disclosure, and non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement, and (b) to the extent a Party Neurocrine engages a Sublicensee to Commercialize a Licensed Product, include an obligation of such Sublicensee to account for and report its Net Sales (in local currency and Dollars) on a country-by-country and Licensed Product- Product-by-Licensed Product basis and any other information necessary for such Party Neurocrine to comply with its obligation to provide Royalty Reports in accordance with Section 8.3.2 9.4.2 (Reports and Royalty Payments). In addition, unless agreed otherwise by the JSC, each Party Neurocrine will include in each agreement under which it grants a sublicense an obligation of the Sublicensee to assign or grant a sublicensable license to such PartyNeurocrine, upon termination of such agreement or with respect to any territory that is not within the scope of the sublicense, of all Know-How generated by the Sublicensee and all Patent Rights owned or controlled by such Sublicensee Covering any such Know-How, in each case, that are necessary to Exploit any Licensed Product subject to such agreement. Each Party Neurocrine will provide the other Party Takeda with a written notice of any sublicense granted by such Party Neurocrine or its Affiliates pursuant to this Section 2.3 2.2 (Sublicensing Terms) to any Third Party no later than [***] after the effective date thereof and will provide such other Party Takeda with a copy of each Third Party sublicense agreement (excluding sublicenses to subcontractors engaged pursuant to Section 2.4 (Subcontractors))agreement, from which copy such Party Neurocrine may redact any confidential information that is not necessary for such other Party Takeda to confirm compliance with the terms of this Agreement.