and sublicensees), use, sell, offer for sale and import Licensed Products throughout the Licensed Territory solely within the Field of Use.
2.1.2 Technical Information License. Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Research Institute grants to Licensee a non-exclusive, non-transferable (except a transfer to an Affiliate or as otherwise permitted herein), sublicensable through multiple tiers (in accordance with Section 2.1.4) license in the Field of Use in the Licensed Territory to use the Technical Information to develop and manufacture Licensed Products throughout the Licensed Territory for the Field of Use. The Technical Information is “AS IS” and Research Institute shall transfer materials, including those materials listed in Exhibit B, that are included within the Technical Information on the same basis within **** of the Effective Date. Research Institute has no other obligation with respect to the Technical Information; provided, however, that Research Institute shall represent, to the best of its knowledge that (i) none of its inter-institutional agreements or other contractual relationships with third parties shall prohibit or otherwise operate to restrict or materially impair any of the terms of this Agreement (ii) no other obligations to third parties exist that prevent Research Institute from fulfilling its obligations under the Agreement, and (iii) it shall have a continuing obligation to provide certain Technical Information to Licensee, if Licensee determines, in consultation with Research Institute, that such Technical Information is required to satisfy Licensee’s performance under Article 3 of this Agreement to commercialize the Licensed Products. The Technical Information: (a) is provided to Licensee solely for the purpose as set forth in this Section 2.1.2 and no other purpose, in bailment with no equitable or legal title transferring; (b) shall be returned or its destruction certified upon request by Research Institute after termination of the Agreement provided, that in the event of the natural expiration of the Term, Licensee’s license to use the Technical Information would continue in accordance with Section 11.3.1; and (c) nothing herein shall be construed as a sale of the Technical Information.
2.1.3 Subcontracting. Subject to the terms and conditions of this Agreement and Licensee and each subcontractor’s compliance therewith, Licensee, its Affiliates and sublicensees may elect to have Licensed Products made for it under subcontract in accordance with its rights in Section 2.1.1, provided that Licensee, its Affiliates and sublicensees does so by a written agreement with such subcontractor consistent with the terms and conditions of this Agreement, the agreement names Research Institute and Ludwig as a third party beneficiary with respect to the indemnification obligations by such subcontractors, is not further transferable by delegation or otherwise, and terminates upon termination of this Agreement. Licensee shall provide notice to Research Institute of each such agreement granting such rights, including the contact information for the subcontractor and the specific Licensed Products the subcontractor is manufacturing. Licensee shall remain **** for each subcontractor’s compliance with the terms and conditions of this Agreement as if such entity was performing as Licensee under the terms and conditions of this Agreement, and Research Institute shall have the right to request an audit of sublicensees to determine compliance.
2.1.4 Sublicenses. Subject to the terms and conditions of this Agreement and Licensee and each sublicensee’s compliance therewith, Licensee may grant sublicenses