Sublicense Agreements. Licensee shall, in each agreement under which it grants a sublicense under the license set forth in [Section 2.01] (each, a “Sublicense Agreement”), require the sublicensee to transfer to Merck, if this Agreement terminates for any reason but for termination by Licensee under [Section 12.03] and to Licensee, if only such sublicense terminates, # all regulatory filings and Marketing Authorizations held, possessed or controlled by such sublicensee and # all patent rights and Know-How controlled by such sublicensee relating to a Licensed Product or its use, Manufacture, sale, or importation (such patent rights and Know-How shall be transferred either by assignment or by a freely sublicensable exclusive license). Licensee shall # use reasonable efforts to procure the performance by any sublicensee of the terms of each such sublicense Agreement, and # ensure that any sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and sublicensees that are sublicensed as permitted herein, and the grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the extent they are satisfactorily performed by such Affiliate or sublicensee.