Common use of Sublicensing Terms Clause in Contracts

Sublicensing Terms. (a) C▇▇▇▇▇ will have the right to sublicense any of its rights under Sections 7.1.2.1, 7.1.2.2 and 7.1.2.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Licensee, subject to the requirements of this Section 7.1.2.4. (b) Each sublicense granted by C▇▇▇▇▇ pursuant to this Section 7.1.2.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 9.1 with respect to Licensee’s Confidential Information, and (ii) a requirement that the Sublicensee comply with the applicable provisions under any in-license agreement of Licensee under which C▇▇▇▇▇ elects to take a sublicense pursuant to Section 7.2.4. (c) Notwithstanding any sublicense granted pursuant to this Section 7.1.2.4, C▇▇▇▇▇ will (i) remain primarily liable to Licensee for the performance of all of C▇▇▇▇▇’ obligations under, and C▇▇▇▇▇’ compliance with all provisions of, this Agreement and (ii) be liable for any act or omission of any such Sublicensee that is a breach of any of C▇▇▇▇▇’ obligations under this Agreement as though the same were a breach by C▇▇▇▇▇, and Licensee shall have the right to proceed directly against C▇▇▇▇▇ without any obligation to first proceed against such Sublicensee. Each (sub)license by C▇▇▇▇▇ and its Affiliates will be subject to the applicable terms and conditions of this Agreement. For clarity, C▇▇▇▇▇ grants no rights hereunder to permit Licensee to proceed directly against a Sublicensee.

Sublicensing Terms. (a) C▇▇▇▇▇ CymaBay will have the right to sublicense any of its rights under Sections 7.1.2.17.2.1, 7.1.2.2 7.2.2, and 7.1.2.3 7.2.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of LicenseeKaken, subject to the requirements of this Section 7.1.2.47.2.4. (b) Each sublicense granted by C▇▇▇▇▇▇▇ pursuant to this Section 7.1.2.4 7.2.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 9.1 with respect to LicenseeKaken’s Confidential Information, and (ii) a requirement that the Sublicensee comply with the applicable provisions under any in-license agreement of Licensee Kaken under which C▇▇▇▇▇ CymaBay elects to take a sublicense pursuant to Section 7.2.47.3.2. (c) Notwithstanding any sublicense granted pursuant to this Section 7.1.2.47.2.4, C▇▇▇▇▇ CymaBay will (i) remain primarily liable to Licensee Kaken for the performance of all of C▇▇▇▇▇’ CymaBay’s obligations under, and C▇▇▇▇▇’ CymaBay’s compliance with all provisions of, this Agreement and (ii) be liable for any act or omission of any such Sublicensee that is a breach of any of C▇▇▇▇▇’ CymaBay’s obligations under this Agreement as though the same were a breach by C▇▇▇▇▇▇▇, and Licensee ▇▇▇▇▇ shall have the right to proceed directly against C▇▇▇▇▇ CymaBay without any obligation to first proceed against such Sublicensee. Each (sub)license by C▇▇▇▇▇ and its Affiliates will be subject Sublicensee with respect to the applicable terms and conditions of this Agreementsuch breach or liability. For clarity, C▇▇▇▇▇▇▇ grants no rights hereunder to permit Licensee ▇▇▇▇▇ to proceed directly against a Sublicensee.