Common use of Sublicensing and Distribution Clause in Contracts

Sublicensing and Distribution. Licensee shall have the right to sublicense its rights under Section 2.1 and to enter into distribution, OEM and other relationships with third parties with respect to the Licensed Products in the Field of Use, provided that [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (i) such sublicense or other agreement with a sublicensee or third party or an Affiliate of Licensee (“Other Agreement”) shall obligate such sublicensee or third party or an Affiliate of Licensee to assume and abide by all duties, obligations and restrictions provided under this Agreement and Licensee shall cause such sublicensee or third party or an Affiliate of Licensee to comply with all of Licensee’s duties, obligations and restrictions hereunder, (ii) within thirty (30) days of execution of an Other Agreement, Licensee shall provide a copy of such Other Agreement to Medtronic, (iii) any such sublicense or third party relationship granted by Licensee shall terminate automatically upon the termination of this Agreement, or shall be modified, if applicable, to become non-exclusive if Medtronic exercises its rights under Section 4.4, and (iv) the royalty rate due from such sublicensee or third party of an Affiliate of Licensee under an Other Agreement shall at no time be less than the royalty rate due Medtronic under Section 3.2 of the Agreement. Prior to termination, Licensee shall be responsible for: (i) the payment to Medtronic of all royalties based upon the Net Sales of License Products by such sublicensees or such third parties or by Licensee’s Affiliates; and (ii) the performance of all of the obligations of such sublicensees or such third parties or by Licensee’s Affiliates herein.