Sublicense Fees. [Section 3.5] of the Penn-[[Organization A:Organization]] License is hereby deleted in its entirety.

Sublicense Terms. All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the terms of this Agreement. LICENSEE shall be responsible for its Sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a Sublicensee which would be a material breach of this Agreement if performed by LICENSEE shall be deemed to be a material breach by LICENSEE of this Agreement. Each sublicense agreement granted by LICENSEE shall include an audit right by BCM of the same scope as provided in Section 7 hereof with respect to LICENSEE. LICENSEE shall give BCM prompt notification of the identity and address of each Sublicensee with whom it concludes a sublicense agreement and shall supply BCM with a copy of each such sublicense agreement. LICENSEE may redact from such copies any information LICENSEE deems confidential that does not affect the obligations of LICENSEE under this Agreement or BCM’s ability to monitor LICENSEE’s compliance with its payment obligations under this Agreement. BCM shall keep any such copies of Sublicense agreements in its confidential files, shall not disclose such agreements or the contents thereof to any third party (except auditors or legal advisors of BCM for the purpose set forth below), and shall use them solely for the purpose of monitoring LICENSEE’s and Sublicensees’ compliance with their obligations hereunder and enforcing BCM’s rights under this Agreement. Sublicenses for debt forgiveness shall be prohibited. Each Sublicensee must be subject to a written agreement that contains obligations, terms and conditions in favor of HHMI or the HHMI Indemnitees, as applicable, that are substantially similar to those undertaken by LICENSEE in favor of HHMI or the HHMI Indemnitees, as applicable, under this Agreement and intended for the protection of the HHMI Indemnitees, including, without limitation, the obligations, terms and conditions regarding indemnification, insurance and HHMI’s third party beneficiary status.

Sublicense Fees. Licensee will pay the following Non-Royalty Sublicense Fees on or before the Quarterly Payment Deadline for the Contract Quarter in which the applicable Non-Royalty Sublicensing Consideration is received by the Licensee:

Sublicense. Licensee may sublicense the rights granted to it by Licensor under this Agreement to any of its Affiliates without notice to Licensor, and to any Third Party with Licensor’s prior written consent, which shall not be unreasonably withheld or delayed, provided that any Third Party Sublicensee shall have the necessary financial, regulatory and technical capacity to carry out the portion of Licensee’s obligations under this Agreement sublicensed to such Third Party, and further provided that if a Sublicense is granted to an Affiliate pursuant to the foregoing and such Affiliate becomes a non-Affiliate during the term of any such Sublicense, Licensee shall provide prompt written notice to Licensor of such change of such Sublicensee’s status to non-Affiliate and such non-Affiliate shall only be permitted to continue performance under the applicable Sublicense if approved in writing by Licensor, such approval not to be unreasonably withheld. Any and all Sublicenses shall be subject to the following requirements:

Sublicense. The foregoing licenses include the right for [[CareDx:Organization]] to allow its subsidiaries (but only for so long as they remain [[CareDx:Organization]] subsidiaries) and any third parties to exercise [[CareDx:Organization]]’s licenses but solely on behalf and for the benefit and account of [[CareDx:Organization]] (provided that if such third party is an acquirer of [[CareDx:Organization]], the obligations of Section 14.5 shall apply). [[CareDx:Organization]] shall be responsible for any acts or omissions of any such subsidiary or third party exercising [[CareDx:Organization]]’s licenses on [[CareDx:Organization]]’s behalf under this Agreement. Subject to the terms and conditions of this Agreement, [[CareDx:Organization]] may sublicense its rights to a subsidiary (but only for so long as it remains a subsidiary of [[CareDx:Organization]]) to the extent necessary for such subsidiary to market, Sell, offer for Sale, import, export, commercialize and otherwise dispose of any Licensed Product; provided that any such sublicense shall be consistent with the terms and conditions of this Agreement and [[CareDx:Organization]] shall be responsible for such sublicensee’s compliance with such terms and shall provide prior written notice and a copy to [[Illumina:Organization]] of such sublicense.

Sublicense Terms. Each Sublicensee must be subject to a written sublicense agreement containing all terms of the sublicense, which shall include at least the following terms and conditions:

Sublicense. Subject to the terms and conditions set forth herein, [[Merck:Organization]] hereby grants to Dynavax the right to grant Sublicenses (with the right to sublicense through multiple tiers) under the licenses provided in Section 2.1; provided that:

Sublicense Fees. Licensee will pay Sublicense Fees indicated in [Section 3.1(d)] of the Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

Sublicense Terms. Each Sublicensee must be subject to a written sublicense agreement containing all terms of the sublicense, which shall include at least the following terms and conditions:

Sublicense Terms. All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the terms of this Agreement. LICENSEE shall be responsible for its Sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a Sublicensee which would be a material breach of this Agreement if performed by LICENSEE shall be deemed to be a material breach by LICENSEE of this Agreement. Each sublicense agreement granted by LICENSEE shall include an audit right by BCM of the same scope as provided in Section 7 hereof with respect to LICENSEE. LICENSEE shall give BCM prompt notification of the identity and address of each Sublicensee with whom it concludes a sublicense agreement and shall supply BCM with a copy of each such sublicense agreement. LICENSEE may redact from such copies any information LICENSEE deems confidential that does not affect the obligations of LICENSEE under this Agreement or BCM’s ability to monitor LICENSEE’s compliance with its payment obligations under this Agreement. BCM shall keep any such copies of Sublicense agreements in its confidential files, shall not disclose such agreements or the contents thereof to any third party (except auditors or legal advisors of BCM for the purpose set forth below), and shall use them solely for the purpose of monitoring LICENSEE’s and Sublicensees’ compliance with their obligations hereunder and enforcing BCM’s rights under this Agreement. Sublicenses for debt forgiveness shall be prohibited. Each Sublicensee must be subject to a written agreement that contains obligations, terms and conditions in favor of HHMI or the HHMI Indemnitees, as applicable, that are substantially similar to those undertaken by LICENSEE in favor of HHMI or the HHMI Indemnitees, as applicable, under this Agreement and intended for the protection of the HHMI Indemnitees, including, without limitation, the obligations, terms and conditions regarding indemnification, insurance and HHMI’s third party beneficiary status.