through multiple tiers under the rights licensed to Licensee in Sections 2.1.1 and 2.1.2 provided that Licensee does so by written agreement consistent with the terms and conditions of this Agreement. Licensee agrees to provide Research Institute with: (a) the identity of any sublicensee; (b) prompt notification and a copy of each final sublicense agreement and any amendment thereof. Any such sublicense agreement shall name Research Institute and Ludwig as a third party beneficiary with respect to indemnification obligation by such licensee. In the event of termination of this Agreement, in order to continue to practice the Licensed Technology, at each sublicensee’s election, such sublicensee shall become a direct licensee of Research Institute under the terms and conditions of this Agreement, to the extent applicable to the scope of the sublicense granted to such sublicensee, on the condition that (i) the sublicensee is not then in breach of its sublicense and (ii) sublicensee did not cause or contribute to such termination. Each sublicense agreement shall terminate upon termination of this Agreement. Licensee shall remain **** for each sublicensee’s compliance with the sublicense agreement as if such entity was performing as Licensee under the terms and conditions of this Agreement, and at Research Institute’s request, Licensee shall audit sublicensee(s) in accordance with the terms of the applicable sublicense agreement to determine compliance.
2.2 Reservation of Rights.
2.2.1 Research Institute and Ludwig reserve on behalf of themselves and their affiliates and subsidiaries: (a) all rights, titles and interests not expressly granted in Sections 2.1.1 and 2.1.2; (b) the right to practice, have practiced and transfer the Licensed Technology for research and development purposes, including education, research, teaching, clinical trials, publication and public service; and (c) the right to practice and license the Licensed Technology in connection with its use in Research Institute GMP manufacturing facility for research and development purposes, including education, research, teaching, clinical trials, publications and public service. Notwithstanding the foregoing, in no event shall Research Institute’s or Ludwig’s use or practice, or permit others to use or practice, the Licensed Technology in the Field of Use for any commercial for profit purpose For purposes of clarification nothing in this Agreement is intended to or shall be construed to restrict the ability of Research Institute or Ludwig to use, practice or permit others to use or practice the Licensed Technology for any purpose except as to the Field of Use, as stated above. Licensee is obtaining access to the Licensed Technology but not secrecy thereof.
2.2.2 Subject to Section 12.2, this Agreement does not convey and Research Institute retains all rights, titles or interests, including conveyances by implication, estoppel or otherwise, in tangible or intangible property rights, including any patents, know-how, tangible materials, or other inventions or discoveries, that are not the Licensed Technology as granted in Sections 2.1.1 and 2.1.2.
2.3 Government Rights. Licensee understands that the Licensed Patents may have been conceived or may be first actually reduced to practice with funding from the U.S. government. All rights granted shall be limited by and subject to the rights of the U.S. government, as applicable, and Licensee agrees to comply and enable Research Institute to comply with all obligations to the U.S. government, including those set forth in 35 U.S.C. §200 et al., regarding substantially manufacturing and practicing Licensed Products in the U.S., unless waived. On an annual basis, Licensee shall report to Research Institute whether or not it qualifies as a “small business firm” as defined in 37 C.F.R. 401.14(a)(5).