Common use of Sublicensing Agreements Clause in Contracts

Sublicensing Agreements. Section 4.01. The Licensee shall have the right to grant sublicenses to Third Parties and Affiliated Companies and allow such sublicensees to grant further sub-sublicenses of the Technology, Improvements and IP Rights provided that: (a) the Licensee will cause each Affiliated Company so sublicensed to perform the terms of this Agreement as if such Affiliated Company were the Licensee hereunder; (b) each Affiliated Company so sublicensed shall unconditionally and irrevocably covenant and agree with UBC as primary obligor, to adopt as its own obligations every obligation of the Licensee contained or set forth in this Agreement to the extent pertinent to the scope of such sublicense; (c) the Licensee unconditionally guarantees the performance of each Affiliated Company hereunder as if they were signatories to this Agreement to the extent the performance or lack of performance is a breach of this Agreement; (d) the obligations and liabilities of each Affiliated Company and the Licensee under this Agreement shall be joint and several and UBC shall not be obliged to seek recourse against an Affiliated Company before enforcing its rights against the Licensee; (e) the Licensee will monitor the performance of each sublicensee that is not an Affiliated Company and will make reasonable commercial efforts to cause each such sublicensee to fully comply with the terms and conditions of such sublicensee’s sublicense agreement; (f) all sublicense agreements shall contain an obligation on each sublicensee to account for, and report, its sales of Product on the same basis as if such sales were sales of the Licensee; (g) each sublicense agreement (including all sub-sublicense agreements) shall contain covenants by the sublicensee for the benefit of UBC to observe and perform similar terms and conditions to those in this Agreement including without limitation the mandatory sublicense terms contained in Schedule “B”; (h) any sublicensee who wishes to grant a further sublicense shall comply with the terms of this Article as if the further sublicense were a sublicense hereunder, including providing to UBC and the Licensee the information described in this Article 4; and (i) within 10 business days of the signing any sublicense agreement, the Licensee will provide to UBC a fully executed copy of such sublicense agreement (which copy may be redacted provided that in no event shall the mandatory sublicensing provisions contained in Schedule “B” be redacted in such copy) and a certificate signed by a senior officer of the Licensee to clarify that such sublicense agreement is consistent with the terms and conditions of this Agreement and includes the mandatory sublicensing provisions contained in Schedule “B”; Section 4.02. As part of the Annual Report, the Licensee shall provide UBC with the names of the parties of all service agreements entered into by the Licensee related to the Technology, Improvements and IP Rights. Section 4.03. In the event of the termination of this Agreement, the Licensee shall provide notice to each sublicensee of such termination. Upon written request being given to UBC by such sublicensee within 60 days of receiving notice from UBC of the termination of this Agreement and provided that such sublicensee is not in breach of its obligations under its sublicense at the time of such request, UBC shall offer to grant to such sublicensee a direct license to UBC’s IP Rights to the Technology and any UBC Improvements to the extent sublicensed under such sublicensing agreement and otherwise having terms and conditions no more onerous to UBC, and no less favourable to UBC, than the terms and conditions of this Agreement.

Sublicensing Agreements. Section 4.01. 4.01 The Licensee shall have the right to grant sublicenses to Third Parties and Affiliated Companies and allow such sublicensees to grant further sub-sublicenses of the Technology, Improvements and IP Rights provided that: (a) the Licensee will cause each Affiliated Company so sublicensed to perform the terms of this Agreement as if such Affiliated Company were the Licensee hereunder; (b) each Affiliated Company so sublicensed shall unconditionally and irrevocably covenant and agree with UBC as primary obligor, to adopt as its own obligations every obligation of the Licensee contained or set forth in this Agreement to the extent pertinent to the scope of such sublicense; (c) the Licensee unconditionally guarantees the performance of each Affiliated Company hereunder as if they were signatories to this Agreement to the extent the performance or lack of performance is a breach of this Agreement; (d) the obligations and liabilities of each Affiliated Company and the Licensee under this Agreement shall be joint and several and UBC shall not be obliged to seek recourse against an Affiliated Company before enforcing its rights against the Licensee; (e) the Licensee will monitor the performance of each sublicensee that is not an Affiliated Company and will make reasonable commercial efforts to cause each such sublicensee to fully comply with the terms and conditions of such sublicensee’s sublicense agreement; (f) all sublicense agreements shall contain an obligation on each sublicensee to account for, and report, its sales of Product on the same basis as if such sales were sales of the Licensee; (g) each sublicense agreement (including all sub-sublicense agreements) shall contain covenants by the sublicensee for the benefit of UBC to observe and perform similar terms and conditions to those in this Agreement including without limitation the mandatory sublicense terms contained in Schedule “B”; (h) any sublicensee who wishes to grant a further sublicense shall comply with the terms of this Article as if the further sublicense were a sublicense hereunder, including providing to UBC and the Licensee the information described in this Article 4; and (i) within 10 business days of the signing any sublicense agreement, the Licensee will provide to UBC a fully executed copy of such sublicense agreement (which copy may be redacted provided that in no event shall the mandatory sublicensing provisions contained in Schedule “B” be redacted in such copy) and a certificate signed by a senior officer of the Licensee to clarify that such sublicense agreement is consistent with the terms and conditions of this Agreement and includes the mandatory sublicensing provisions contained in Schedule “B”; Section 4.02. 4.02 As part of the Annual Report, the Licensee shall provide UBC with the names of the parties of all service agreements entered into by the Licensee related to the Technology, Improvements and IP Rights. Section 4.03. 4.03 In the event of the termination of this Agreement, the Licensee shall provide notice to each sublicensee of such termination. Upon written request being given to UBC by such sublicensee within 60 days of receiving notice from UBC of the termination of this Agreement and provided that such sublicensee is not in breach of its obligations under its sublicense at the time of such request, UBC shall offer to grant to such sublicensee a direct license to UBC’s IP Rights to the Technology and any UBC Improvements to the extent sublicensed under such sublicensing agreement and otherwise having terms and conditions no more onerous to UBC, and no less favourable to UBC, than the terms and conditions of this Agreement.