Common use of Sublicensing by BMS Clause in Contracts

Sublicensing by BMS. (a) BMS shall have the right to grant sublicenses and/or sub-sublicenses to any of its Affiliates (under Section 4 and/or Section 5) or its Sublicensees (under Section 5 only) of the licenses and/or sublicenses granted to BMS hereunder for purposes of such Affiliates’ or Sublicensees’ performance of BMS’s obligations under such sections, provided that: (i) BMS shall guarantee and be responsible for the making of all payments due, and the making of reports under this Agreement, by reason of milestones achieved with respect to any Collaboration Compound and sales of any Products by its Affiliates or Sublicensees and their compliance with all applicable terms of this Agreement; and (ii) each Affiliate or Sublicensee agrees in writing to keep books and records and permit ICAgen to review such books and records pursuant to the relevant provisions, and to observe all other applicable terms, of this Agreement (including, without limitation, those set forth in Sections 5.1, 5.3 and 13 of this Agreement). BMS shall promptly provide ICAgen with notice of any sublicense granted pursuant to this Section 5.4, and provide a copy of the sublicense to ICAgen upon ICAgen’s request. Any sublicense granted by BMS (or a Sublicensee of BMS) must contain provisions substantially identical to this Section 5.4 and Section 6.3. (b) Notwithstanding any provision of this Agreement to the contrary, sublicensing or sub-sublicensing by BMS in accordance with Section 5.4(a) shall not constitute an abandonment of all Collaboration Compounds by BMS under Section 4.12. (c) BMS hereby unconditionally guarantees the performance of any of its Affiliates and its Sublicensees hereunder. In the event of a breach by an Affiliate or Sublicensee in the observance of applicable terms of this Agreement, ICAgen shall be entitled to proceed against either such Affiliate or Sublicensee or directly against BMS, as ICAgen may determine in its sole discretion, to enforce this Agreement.