definiens: will be interpreted to mean, in each case, where necessary to give each Licensed Affiliate the benefit of the rights and remedies provided to Licensee in this Agreement ; provided that ( a ) Licensee shall remain responsible for the performance of such Licensed Affiliate and any act or omission taken or made by any Licensed Affiliate under this Agreement will be deemed an ac t or omission by Licensee under this Agreement ; ( b ) solely with respect to Licensed Affiliates of L icensee that are not wholly - owned Subsidiaries, pri or to any such Licensed Affiliate exercising or performin g any of Licensee ’s rights or obligations under thi s Agreement, such Licensed Affiliate shall agree in w riting with Licensee to be bound by the terms and conditions of this Agreement as if it were Licensee hereunder, including specific written agreement ( i ) to indemnify, defend and hold Indemnitees harmless, an d carry insurance, under the same terms as Article 9 ( Indemnification and Insurance ), ( ii ) that the Inde mnitees are express third party beneficiaries of su ch writing, and ( iii ) prior to exercising or performin g any of Licensee ’s rights or obligations under thi s Agreement, such Affiliate shall agree in writing th at it shall not practice the license under the Pate nt Rights for Human Germline Modification ; and ( c ) any assump tion of rights or obligations by Licensed Affiliate s under this Agreement shall not relieve Licensee of any of its obligations under this Agreement . Licens ee shall provide [COMPANY] with a copy of any such agree ment described in subclause ( b ) above ; provided tha t Licensee shall be entitled to redact sensitive info rmation not reasonably required to monitor Licensee ’s and such Licensed Affiliate ’s compliance with their obl igations hereunder and enforce [COMPANY] ’s rights und er this Agreement . [COMPANY] shall keep all such copies in its confidential files and shall use them solely for the purpose of monitoring Licensee ’s compliance with th eir obligations hereunder and enforcing [COMPANY] ’s rights under this Agreement . The obligations of any Licensed Affiliate, as hereunder, shall survive the termination of such agreement with Lice nsee or such status as a Licensed Affiliate, to the extent such obligations under this Agreement, as applied t o Licensee, survive termination of this Agreement