Common use of Sublicense Rights Clause in Contracts

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Subject Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, Astellas and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties 2.1 (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (bLicense Grants) to a subcontractor any Third Party to perform Astellas’s assigned responsibilities under this Agreement Manufacture Products or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Informationconduct Process Development.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas Each Party shall have the right to grant sublicenses of Sublicense the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related the other Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan(including rights under Section 2.1 and Section 2.2), Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 its Affiliates or any Third Party, provided that (a) any such Sublicenses shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with (b) each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas Party shall be responsible for any failure the acts and omissions of any its Sublicensees as if such Sublicensee to comply with such terms Sublicensees were the relevant Party hereunder, and (c) if a Party licenses or conditions, with the further understanding that any action Sublicenses (as applicable) all or omission by any such Sublicensee that, if committed by Astellas would be a breach substantially all of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s its rights or obligations under this Agreement or, in the case of NOVARTIS, its retained rights in the Licensed Technology (including Ambit’s Co-Promotion rightse.g., if LICENSEE Subicenses all of its rights to Develop and Commercialize all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable). Without limiting A Party granting a Sublicense pursuant to this Section 2.3 shall furnish to the foregoingother Party a true and complete copy of each Sublicense and each amendment thereto, within thirty (30) days after the Sublicense or amendment has been executed, which copy may be redacted by the Party granting the Sublicense to remove proprietary and confidential information to the extent not required to confirm compliance with this Section 2.3; provided that neither Party shall be required to provide copies of any sublicense agreement Sublicenses with Third Parties that are solely performing services on behalf of such Party (which, for the avoidance of doubt, shall contain not include Sublicenses with academic investigators and collaborators). The terms of any Sublicense disclosed to the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar Party pursuant to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with Section 2.3 shall be deemed the confidentiality provisions Confidential Information of Article 6 with respect to Ambit’s Confidential Informationthe relevant Party granting the Sublicense.

Sublicense Rights. Subject Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and 2.1(b) (Manufacturing License to Licensee) without the prior written consent of BioGenerics, which consent may be withheld [***] except with respect to (i) [***], or (ii) [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to any [***] shall mean a [***]. For clarity, a [***], such as [***], including, without limitation, [***] shall not be considered [***] for conducting those specific activities. If BioGenerics consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall remain jointly and severally liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, Astellas and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; and (e) Licensee will notify BioGenerics of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties 2.1 (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (bLicense Grants) to any Third Party to Manufacture Products, other than under Section 2.1(b) (Manufacturing License to Licensee) and in accordance with Section 5.3 (Manufacturing Subcontracting), to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Cocontract manufacturing organization that Manufactures Product for Licensee on a fee-Promotion Planfor-services basis. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that Certain information in this document has been omitted and filed separately with the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretionSecurities and Exchange Commission. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, treatment has been requested with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Informationomitted portions.

Sublicense Rights. Subject to Alnylam Third Party Obligations and the terms and conditions of this Agreement, Astellas Monsanto and its Affiliates shall have the right to grant sublicenses within the scope of the rights licenses granted to it under in Section 3.1.1 and 2.5.3(c) through multiple tiers 2.1(a), to Third Parties solely for purposes of Discovering, Developing, Manufacturing and/or Commercializing Licensed Product(s), wherein said Third Parties, except for entities that are end users, growers, or farmers (in each case to which Monsanto or its AffiliatesAffiliate has granted only a Commercialization sublicense), provided that Astellas shall be and remain responsible for performance of all its obligations under are “Sublicensees”. Notwithstanding anything to the contrary in this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas Monsanto and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plannot sublicense Restricted Software. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event Each such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 agreement shall be subject and subordinate to to, and consistent with, the terms and conditions of this AgreementAgreement and the Listed Alnylam Third Party Agreements. Any sublicense granted by Astellas shall impose on the Agreements with any Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (ix) a requirement that such Sublicensee submit applicable Net Sales sales or other reports consistent with those required hereunder; (iiy) an audit requirements requirement similar to those the requirement set forth in this AgreementSection 5.13; and (iiiz) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article 6 VI with respect to Ambit’s both Parties’ Confidential Information. Monsanto shall remain liable to Alnylam for each Sublicensees’ failure to comply with all applicable restrictions, limitations, and obligations under the sublicense agreement and this Agreement. Notwithstanding any provision of this Agreement to the contrary (including, without limitation, Section 9.3), in the event a Sublicensee materially breaches its sublicense agreement, Monsanto shall not be in material breach of this Agreement and Alnylam shall not terminate this Agreement because of said Sublicensee’s material breach; provided that Monsanto has entered into a sublicense agreement with said Sublicensee that is subject and subordinate to, and consistent with, the terms and conditions of this Agreement and the Listed Alnylam Third Party Agreements and contains the foregoing provisions (x), (y), and (z), and, in the event of a material breach by said Sublicensee, Monsanto takes all commercially reasonable steps to address, remedy, or cure the Sublicensee’s material breach, including, for example, terminating or attempting to terminate the sublicense and seeking or assisting Alnylam in seeking appropriate remedies at law and/or equity. Monsanto shall provide a copy of each sublicense agreement with a Sublicensee to Alnylam (with such reasonable redactions as Monsanto may make; provided that provisions necessary to demonstrate compliance by Monsanto and its Affiliates with the requirements of this Agreement may not be redacted).

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas and provided that (i) Ohm has complied with its obligations under Sections 2.2(b), 2.3 and 2.4 and (ii) Aptose has no further rights under Section 2.3 or 2.4 with respect to the applicable sublicense scope, Ohm shall have the right to grant sublicenses of the rights license granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers 2.1 to its Affiliates, provided that Astellas shall be Affiliates and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approvalParties. Each sublicense granted by Astellas pursuant to this Section 3.1.2 Ohm shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this AgreementAgreement and shall require such sublicensee to assign to Ohm, with each Sublicensee being required or to grant Ohm an exclusive, sublicenseable, worldwide license under, all of such sublicensee’s interest in Patent Rights and Know-How that, if Controlled by Ohm, would be Ohm IP, and shall permit such sublicensee to grant further sublicenses only under the foregoing conditions. Ohm shall be solely responsible for all of its sublicensees’ (and their further sublicensees’) activities, including any and all failures by such sublicensees to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement. Prior to granting a sublicense to a Third Party, Ohm shall notify Aptose of the applicable Third Party and Astellas scope of the anticipated sublicense and shall be responsible for any failure provide to Aptose a copy of any such Sublicensee to comply with such the substantially agreed or executed term sheet, containing all material terms or conditionsof the anticipated sublicense agreement, with promptly upon availability thereof. Within thirty (30) days after the further understanding that any action or omission by any such Sublicensee thatgrant of a sublicense, Ohm shall notify Aptose and, if committed by Astellas would such sublicense is granted to a Third Party, shall provide Aptose with a true and complete copy of the sublicense agreement; provided, however, the sublicense agreement may be a breach of this Agreement (redacted with respect to those country(ies)) information that is not necessary to disclose to Aptose in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (order to ensure Ohm’s compliance with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas Lilly shall have the right to grant sublicenses within the scope of the rights granted to it license under Section 3.1.1 and 2.5.3(c) through multiple tiers 2.1 solely to its Affiliates, provided that Astellas shall be Affiliates and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is Bona Fide Collaborators; (b) Third Parties for the purpose of distributing, importing, marketing, promoting and selling a Licensed Product in the Field (i) in any country other than a Major Market Country and (ii) in a Major Market Country ***; *** Confidential material redacted and filed separately with the Commission. or (c) Third Parties for the purpose of engaging such Third Parties as contract manufacturingresearch organizations, solely for manufacturing contract manufacturers, contract sales forces and supplying academic institutions in connection with Development and/or Commercialization of Licensed Compound or Product Compounds and Licensed Products in the Field in the Territory; provided that any sublicense granted under this Agreement shall be pursuant to Astellas or any Related a written agreement that subjects such sublicensee to all relevant restrictions and limitations set forth in this Agreement. If Lilly grants a sublicense to a Third Party pursuant to subclause (a) or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement research, Develop or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate Commercialize Licensed Products in the Joint Development Territory prior to […***…] will require prior United States, Major EU Countries or Japan, as permitted by Section 2.2(a) or (b), then Lilly shall provide Incyte with prompt written approval from Ambit, which notice thereof and shall not be unreasonably withheld or delayed, provided that in the event provide Incyte with an executed copy of any such sublicense is (redacted as necessary to all of Astellas’s rights protect confidential or commercially sensitive information). Except as otherwise agreed by the Parties in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval writing, Lilly shall be at Ambit’s sole discretion. In jointly and severally responsible with its sublicensees to Incyte for failure by its sublicensees to comply with, and Lilly guarantees the case compliance by each of sublicenses pursuant to the immediately preceding sentence aboveits sublicensees with, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) applicable restrictions and limitations in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, accordance with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on For the Sublicensee obligations consistent purposes this Section 2.2, a “Bona Fide Collaborator” means a Third Party that has entered into a collaboration with Lilly for the terms and conditions research, Development or Commercialization of this Agreement, with each Sublicensee being required to comply with Licensed Compounds and/or Licensed Products in which Lilly plays a significant role in the obligations under this Agreement applicable to Sublicensees, and also to comply with the generallydecision-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (making process with respect to those country(ies)the Development and/or Commercialization of such Licensed Compound and/or Licensed Product. For purposes of clarity, a Third Party that is granted a sublicense in accordance with Section 2.2(b) in which such Sublicensee is sublicensed), will or 2.2(c) shall not be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential InformationBona Fide Collaborator.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas SymBio shall have the right to grant sublicenses of the rights license granted in Section 2.1(a) to it under Section 3.1.1 and 2.5.3(c(i) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed (so long as such entity remains an action by Astellas for which it is responsible. Astellas Affiliate) and its Affiliates may grant sublicenses through multiple tiers to (ii) a Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellasonly with Eagle’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require express prior written approval from Ambit, which shall consent (not to be unreasonably withheld or delayed). SymBio shall provide notice of any sublicense granted to any Affiliate promptly after such grant, provided that in and copies of any draft sublicense agreement for any Third Party sublicense for review and approval together with any other supporting documentation directly related to the event proposed sublicensee. Within thirty (30) days after granting a permitted sublicense hereunder, SymBio shall notify Eagle of the grant of such sublicense is to all and provide Eagle with a true and complete copy of Astellas’s rights in the U.S. or sublicense agreement (each, a “SymBio Sublicense Agreement”). Notwithstanding the Joint Development Territory to a Person who is not an Astellas Affiliate such approval foregoing, SymBio shall be at Ambit’s sole discretion. In entitled to omit or redact from the case of sublicenses pursuant draft sublicense agreement, final sublicense agreement and supporting documentation, financial or other terms that SymBio does not need to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, confirm compliance with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas Each SymBio Sublicense Agreement shall impose on the Sublicensee obligations be consistent with the terms and conditions of this Agreement, with each Sublicensee being required and SymBio shall be solely responsible for all of its sublicensees’ activities and for any and all failures by its sublicensees to comply with the obligations under this Agreement applicable to Sublicenseesterms, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions including financial terms, of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense each SymBio Sublicense Agreement shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain include the following provisions, as applicableadditional terms and conditions: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with the sublicensee shall be bound by non-use and non-disclosure obligations no less stringent than those required hereunderset forth in Article 12 of this Agreement; (ii) audit requirements similar the sublicensee shall not have any right to those set forth grant further sublicenses to the Eagle IP although the sublicensee shall have the right to engage subcontractors in accordance with this AgreementAgreement to perform its obligations to SymBio; (iii) the sublicensee shall not have any right to enforce any Eagle Licensed Patents; (iv) the sublicensee shall not have the right to submit, own or control any Regulatory Materials for the Licensed Product; and (iiiv) a requirement that such Sublicensee comply with if this Agreement terminates, Eagle shall have the confidentiality provisions of Article 6 with respect option, at its sole discretion, to Ambit(A) assume SymBio’s Confidential Informationrights and obligations under the SymBio Sublicense Agreement, or (B) terminate the SymBio Sublicense Agreement in its entirety without any penalty or other obligation to the sublicensee.

Sublicense Rights. Subject to i) Licensee may not grant any Sublicense until it has paid the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it upfront payments due under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates3.1(i), provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii), and (iii) through multiple tiers of Sublicensees without Ambit’s approvalhereunder. Each Any sublicense granted by Astellas pursuant to this Section 3.1.2 Licensee shall be to a Sublicensee that agrees in writing to be bound to terms consistent with and to be subject and subordinate to the terms and conditions of this Agreement. Any LIRUM agrees to notify IGF in writing by email to [***] at least [***] ([***]) [***] prior to entering into any sublicensing agreements with any Third Party and such notice will include the name of such proposed Sublicensee and a summary of the material terms contemplated in such sublicensing agreement. To the extent IGF has any concerns about the proposed Sublicensee or any of the proposed terms of such sublicensing agreement, it will notify LIRUM of such concerns within [***] ([***]) [***] of receipt of LIRUM’s written notice. LXXXX agrees that it take into consideration any such concerns raised by the IGF in the final sublicense agreement; provided, however, LIRUM shall have the sole discretion as to the final terms of such sublicensing agreement. In the event that IGF does not respond to LIRUM’s written notice within [***] ([***]) [***] of receipt of such notice, LIRUM may presume that there are no objections to the summary terms of the sublicense agreement and enter into such sublicense agreement without further coordination with IGF. Sublicenses granted hereunder shall be further transferable. LIRUM will provide IGF (by Astellas shall impose on email to: [***]) with an un-redacted copy of each sublicense agreement promptly after execution. LIRUM is responsible for the performance of all Sublicensees as if such performance were carried out by LIRUM itself, including the payment of any royalties or other payments provided for hereunder triggered by such Sublicense, regardless of whether the terms of any sublicense require that Sublicensee pay such amounts (such as in a fully paid-up license) to LIRUM or that such amounts be paid by the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required directly to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to SublicenseesIGF. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any Each sublicense agreement shall contain the following provisions, name IGF as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales third-party beneficiary. LIRUM shall not grant any fully-paid up or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambitroyalty-free sublicenses without IGF’s Confidential Informationprior written consent.

Sublicense Rights. Subject Valens shall have the right (a) to sublicense the rights granted under Section 2.1 and Section 2.7 to wholly-owned subsidiaries of Valens, and (b) subject to SoRSE's prior written consent, to sublicense the rights granted under Section 2.1 and Section 2.7, to third parties as reasonably necessary for and limited to the purposes of research, development, collaboration, co-marketing, distribution, manufacturing or other similar arrangements with Valens. For the avoidance of doubt, any sublicense granted pursuant to this Section 2.4 shall be narrowly limited to the specific role of the sublicensee, whether as distributor, manufacturer or otherwise. In the event of any approved sublicense of rights by Valens hereunder, (i) full copies of the final sublicense shall be provided to SoRSE; (ii) such sublicense shall be subject to the terms and conditions of this AgreementAgreement that, Astellas by their terms, are applicable to such sublicense (excluding any further rights to sublicense); and (iii) the sublicense by Valens shall have the right to grant sublicenses not relieve Valens of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and (iv) Valens shall remain responsible to SoRSE for the performance or non-performance of any action by such sublicensee hereunder. Notwithstanding the foregoing, Valens may, without SoRSE's prior consent, enter into an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, agreement solely for manufacturing and supplying the resale or distribution of unmodified pre-packaged finished Licensed Compound or Product to Astellas or any Related Party or (b) to Products on a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Costand-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate alone basis in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayedTerritory, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and Valens provides SoRSE notice thereof (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 such agreement shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted Agreement that, by Astellas their terms, are applicable thereto (with no right to sublicense), (iii) such agreement shall impose on the Sublicensee obligations consistent with the terms and conditions not relieve Valens of this Agreement, with each Sublicensee being required to comply with the its obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas (iv) Valens shall be remain responsible to SoRSE for any failure the performance or non-performance of any such Sublicensee to comply with such terms distributor or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required reseller hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Subject to the terms and conditions of this AgreementSection 2.2 (Sublicense Rights), Astellas shall have the right to Lysovant may grant sublicenses Sublicenses of the rights license granted in Section 2.1 (License to it under Section 3.1.1 and 2.5.3(c) Lysovant), including through multiple tiers tiers, to Affiliates of Lysovant or any Third Parties without the consent of, but with prior written notice to, iNtRON. Such notice shall include the name of the applicable Affiliate(s) or Third Party and description of the applicable Licensed Product and scope of the license granted. Lysovant shall not need to provide such notice for the grant of any sublicense entered into by Lysovant in the ordinary course of its Affiliates, provided that Astellas shall be and remain responsible business to a Third Party subcontractor conducting activities on behalf of Lysovant in order for performance of all Lysovant to perform its obligations under this Agreement. Lysovant shall remain responsible for the performance of all of its Affiliates and Sublicensees to the same extent as if such activities were conducted by Lysovant. Any Sublicense granted hereunder, and any action by whether to an Affiliate or Sublicensee, shall be deemed an action in writing and shall incorporate terms and conditions sufficient to enable Lysovant to comply with this Agreement. Lysovant shall include in any Sublicense a provision granting iNtRON access and Lysovant rights to Data and Inventions made or generated by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturingsuch Affiliate or Sublicensee, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities such that iNtRON will have the same rights thereto under this Agreement as if such Data and Inventions were made or generated by Lysovant, subject to such Affiliate’s or Sublicensee’s consent and any Research Plan, Development Plan or Co-Promotion PlanApplicable Law. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to Within […***…] will require prior written approval from Ambitafter execution, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas Lysovant shall provide to Ambit, upon Ambit’ written request, iNtRON with a copy of all executed agreements in which rights granted each agreement granting a Sublicense to any Third Party (other than any sublicense entered into by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) Lysovant with a Third Party subcontractor conducting activities on behalf of Lysovant in the Joint Development Territory at any time after the first NDA Submission ordinary course of its business in the Joint Development Territory, provided that, with respect order for Lysovant to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the perform its obligations under this Agreement applicable Agreement), which copy may be redacted of any confidential information of the Sublicensee that is not necessary for iNtRON to Sublicensees, and also to comply confirm compliance with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas (a) Bioenvision shall have the right to grant sublicenses of the rights granted Sublicenses to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliatesany Third Party, provided that Astellas shall be and remain responsible for performance that: (i) Bioenvision must disclose to SRI the identity of all its obligations under this Agreement, proposed Sublicensees and provide SRI with copies of any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties proposed Sublicense or similar agreement not less than thirty (a30) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory days prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld the proposed execution of a Sublicense or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed similar agreement; (and Astellas ii) SRI shall have the right to make approve or reject any Sublicense (including the Sublicensee and the terms of the Sublicense in advance), which approval will not be unreasonably withheld (it being understood that SRI will have the right to reject any proposed Sublicense if, in SRI's reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S.judgment, the Required Exercise Date has occurred and Ambit has not exercised terms of such Sublicense are likely to deprive SRI of the Co-Promotion Option or the Co-Promotion Term has expired or terminated and economic benefits provided by this Agreement), (iiiii) outside the Joint Development Territory, all Sublicenses entered into by Bioenvision will conform in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate all material respects to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure including, if applicable, the written agreement of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee assume all due diligence and applicable financial obligations of Bioenvision hereunder (provided that, if committed by Astellas would be notwithstanding the agreement of a breach Sublicensee to assume any obligations of this Agreement (Bioenvision, Bioenvision will remain obligated with respect to those country(iesany and all such obligations)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iiiiv) Bioenvision will notify SRI of any material breach of a requirement that Sublicense by a Sublicensee and to the extent the material breach is not cured within sixty (60) days after notice thereof by Bioenvision, Bioenvision will terminate the Sublicense granted to such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential InformationSublicensee.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas Lilly shall have the right to grant sublicenses within the scope of the rights granted to it license under Section 3.1.1 and 2.5.3(c) through multiple tiers 2.1 solely to its Affiliates, provided that Astellas shall be Affiliates and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is Bona Fide Collaborators; (b) Third Parties for the purpose of distributing, importing, marketing, promoting and selling a Licensed Product in the Field (i) in any country other than a Major Market Country and (ii) in a Major Market Country [***]; [***] Confidential material redacted and filed separately with the Commission. or (c) Third Parties for the purpose of engaging such Third Parties as contract manufacturingresearch organizations, solely for manufacturing contract manufacturers, contract sales forces and supplying academic institutions in connection with Development and/or Commercialization of Licensed Compound or Product Compounds and Licensed Products in the Field in the Territory; provided that any sublicense granted under this Agreement shall be pursuant to Astellas or any Related a written agreement that subjects such sublicensee to all relevant restrictions and limitations set forth in this Agreement. If Lilly grants a sublicense to a Third Party pursuant to subclause (a) or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement research, Develop or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate Commercialize Licensed Products in the Joint Development Territory prior to […***…] will require prior United States, Major EU Countries or Japan, as permitted by Section 2.2(a) or (b), then Lilly shall provide Incyte with prompt written approval from Ambit, which notice thereof and shall not be unreasonably withheld or delayed, provided that in the event provide Incyte with an executed copy of any such sublicense is (redacted as necessary to all of Astellas’s rights protect confidential or commercially sensitive information). Except as otherwise agreed by the Parties in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval writing, Lilly shall be at Ambit’s sole discretion. In jointly and severally responsible with its sublicensees to Incyte for failure by its sublicensees to comply with, and Lilly guarantees the case compliance by each of sublicenses pursuant to the immediately preceding sentence aboveits sublicensees with, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) applicable restrictions and limitations in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, accordance with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on For the Sublicensee obligations consistent purposes this Section 2.2, a “Bona Fide Collaborator” means a Third Party that has entered into a collaboration with Lilly for the terms and conditions research, Development or Commercialization of this Agreement, with each Sublicensee being required to comply with Licensed Compounds and/or Licensed Products in which Lilly plays a significant role in the obligations under this Agreement applicable to Sublicensees, and also to comply with the generallydecision-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (making process with respect to those country(ies)the Development and/or Commercialization of such Licensed Compound and/or Licensed Product. For purposes of clarity, a Third Party that is granted a sublicense in accordance with Section 2.2(b) in which such Sublicensee is sublicensed), will or 2.2(c) shall not be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential InformationBona Fide Collaborator.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas shall Geron will have the right to grant sublicenses of the rights granted to it under Section 3.1.1 Sections 2.1 and 2.5.3(c2.2; provided, that, Geron shall (i) through multiple tiers make Commercially Reasonable Efforts to its Affiliates, provided that Astellas shall be provide written notice to AngioChem of any such proposed sublicense at least thirty (30) days prior to the execution of a sublicense together with either (x) a summary of material business and remain responsible for performance economic terms of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers such sublicense pertaining to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be sublicense rights granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior Geron with respect to […***…] will require Licensed Intellectual Property if prior written approval of AngioChem is not required as set forth below, or (y) a copy of the draft sublicense if prior written approval of AngioChem is required as set forth below and give good faith consideration to comments made by AngioChem with respect thereto; provided that, for the avoidance of doubt, nothing herein shall require Geron to incorporate any comments made by AngioChem and provided further that nothing herein shall require Geron to defer or delay execution of any sublicense in order to receive comments from AmbitAngioChem, (ii) except as set forth below in this Section 2.3, obtain prior written approval of AngioChem with respect to any such proposed sublicense, which consent shall not to unreasonably withheld, conditioned or delayed, (iii) not be relieved of its obligations pursuant to this Agreement as a result of such sublicense, and (iv) provide copies to AngioChem of each such sublicense (redacted to protect the confidential information or proprietary business information of the Sublicensee, other than payments required to be made by such Sublicensee to Geron in consideration of sublicense rights granted by Geron with respect to Licensed Intellectual Property) within thirty (30) days after full execution of such sublicense. Notwithstanding anything to the contrary set forth herein, the prior written consent of AngioChem shall not be unreasonably withheld or delayed, provided that in the event such required for a sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, if a copy of Section 10.4.4.1 of this Agreement is attached to such sublicense as an exhibit, and the Sublicensee agrees in such sublicense that the sublicense will terminate upon the termination of this Agreement unless all executed agreements the conditions in which rights granted Sections 10.4.4.1 and 10.4.4.3 are satisfied. All information provided by Ambit Geron to AngioChem under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 2.3 shall be subject and subordinate to the terms and conditions treated by AngioChem as Geron Confidential Information in accordance with Section 7.1 of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Subject Valens shall have the right (a) to sublicense the rights granted under Section 2.1 and Section 2.7 to wholly-owned subsidiaries of Valens, and (b) subject to SoRSE's prior written consent, to sublicense the rights granted under Section 2.1 and Section 2.7, to third parties as reasonably necessary for and limited to the purposes of research, development, collaboration, co-marketing, distribution, manufacturing or other similar arrangements with Valens. For the avoidance of doubt, any sublicense granted pursuant to this Section 2.4 shall be narrowly limited to the specific role of the sublicensee, whether as distributor, manufacturer or otherwise. In the event of any approved sublicense of rights by Valens hereunder, (i) full copies of the final sublicense shall be provided to SoRSE; (ii) such sublicense shall be subject to the terms and conditions of this AgreementAgreement that, Astellas by their terms, are applicable to such sublicense (excluding any further rights to sublicense); and (iii) the sublicense by Vxxxxx shall have the right to grant sublicenses not relieve Valens of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and (iv) Valens shall remain responsible to SoRSE for the performance or non-performance of any action by such sublicensee hereunder. Notwithstanding the foregoing, Valens may, without SoRSE's prior consent, enter into an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, agreement solely for manufacturing and supplying the resale or distribution of unmodified pre-packaged finished Licensed Compound or Product to Astellas or any Related Party or (b) to Products on a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Costand-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate alone basis in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayedTerritory, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and Valens provides SoRSE notice thereof (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 such agreement shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted Agreement that, by Astellas their terms, are applicable thereto (with no right to sublicense), (iii) such agreement shall impose on the Sublicensee obligations consistent with the terms and conditions not relieve Valens of this Agreement, with each Sublicensee being required to comply with the its obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas (iv) Valens shall be remain responsible to SoRSE for any failure the performance or non-performance of any such Sublicensee to comply with such terms distributor or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required reseller hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Subject Bayer’s right to grant sublicenses under the licenses granted to it under Section 2.1, and Nektar’s right to grant sublicenses under the licenses granted to it under Section 11.2(a)(ii) shall be subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by a Party shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) a Party’s grant of any sublicense shall not relieve the Party from any of its obligations under this Agreement; (d) the granting Party shall remain jointly and severally liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, Astellas and any breach of the sublicense by the Sublicensee shall be deemed a breach of this Agreement by the Party to the extent that such breach would constitute a breach of this Agreement; (e) each Party will notify the other Party of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense; (f) Bayer will not have the right to grant sublicenses of the sublicenses, under any rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its AffiliatesBayer by Nektar in Sections 2.1(a)(i), provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under Third Party during the term of this Agreement for the promotion or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate marketing of Product in the Joint Development Territory prior to […***…] will require without Nektar’s prior written approval from Ambitconsent, which consent shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is ; (g) Bayer will not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions grant sublicenses under any rights granted to Bayer by Nektar in Section 2.1(b) to a Third Party during the term of this Agreement for the promotion or marketing of the Product in the Shared Territory without Nektar’s prior to providing such agreements(s))written consent, which consent shall not be ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 unreasonably withheld or its Affiliates delayed; provided, however, that Bayer may grant sublicenses (iunder any rights granted to Bayer by Nektar in Section 2.1(b) without Nektar’s prior written consent in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas event that Nektar opts out pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement8.2(b)(ii), with each Sublicensee being required to comply with the obligations under this Agreement applicable is terminated by Bayer pursuant to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate Section 18.4 for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement by Nektar, or Bayer elects a Royalty Conversion in accordance with Section 20.2(b); and (with respect h) Nektar will not have the right to those country(ies)) grant sublicenses, under any rights granted to Nektar by Bayer in which such Sublicensee is sublicensedSection 11.2(a)(ii), will be deemed to a breach by Astellas Third Party during the term of this Agreement (with respect to those country(ies) for the promotion or marketing of Product in the Field in the Territory without Bayer’s prior written consent, which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense consent shall modify Ambit’s rights not be unreasonably withheld or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Informationdelayed.

Sublicense Rights. Subject Bayer’s right to grant sublicenses under the licenses granted to it under Section 2.1, and Nektar’s right to grant sublicenses under the licenses granted to it under Section 11.2(a)(ii) shall be subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by a Party shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) a Party’s grant of any sublicense shall not relieve the Party from any of its obligations under this Agreement; (d) the granting Party shall remain jointly and severally liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, Astellas and any breach of the sublicense by the Sublicensee shall be deemed a breach of this Agreement by the Party to the extent that such breach would constitute a breach of this Agreement; (e) each Party will notify the other Party of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense; (f) Bayer will not have the right to grant sublicenses of the sublicenses, under any rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its AffiliatesBayer by Nektar in Sections 2.1(a)(i), provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under Third Party during the term of this Agreement for the promotion or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate marketing of Product in the Joint Development Territory prior to […***…] will require without Nektar’s prior written approval from Ambitconsent, which consent shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is ; (g) Bayer will not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions grant sublicenses under any rights granted to Bayer by Nektar in Section 2.1(b) to a Third Party during the term of this Agreement for the promotion or marketing of the Product in the Shared Territory without Nektar’s prior to providing such agreements(s)). Ambit written consent, which consent shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas not be unreasonably withheld or its Affiliates delayed; provided, however, that Bayer may grant sublicenses (iunder any rights granted to Bayer by Nektar in Section 2.1(b) without Nektar’s prior written consent in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas event that Nektar opts out pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement8.2(b)(ii), with each Sublicensee being required to comply with the obligations under this Agreement applicable is terminated by Bayer pursuant to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate Section 18.4 for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement by Nektar, or Bayer elects a Royalty Conversion in accordance with Section 20.2(b); and (with respect h) Nektar will not have the right to those country(ies)) grant sublicenses, under any rights granted to Nektar by Bayer in which such Sublicensee is sublicensedSection 11.2(a)(ii), will be deemed to a breach by Astellas Third Party during the term of this Agreement (with respect to those country(ies) for the promotion or marketing of Product in the Field in the Territory without Bayer’s prior written consent, which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense consent shall modify Ambit’s rights not be unreasonably withheld or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Informationdelayed.

Sublicense Rights. Subject ImmunityBio agrees that any sublicenses that it grants to the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities Sublicensee under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to (a Person who is not an Astellas Affiliate such approval “Sublicense”) shall be at Ambit’s sole discretion. In the case of sublicenses pursuant subject to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses following terms: (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant such Sublicense must refer to this Section 3.1.2 Agreement and shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required and shall not limit the ability of ImmunityBio (individually or through the activities of its Affiliates and Sublicensees) to comply with the fully perform all of its material obligations under this Agreement applicable or GlobeImmune’s rights under this Agreement; (ii) in such Sublicense, the Sublicensee shall agree to Sublicenseesbe subject to, and also bound by, the terms and conditions of the CU Agreement to comply with the generally-applicable obligations extent required under the terms of the CU Agreement and then only to the same extent as ImmunityBio has agreed in Section 2(h); (iii) ImmunityBio shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, including the payment of all payments due, and making reports and keeping books and records; and (iv) such Sublicensees may permit the Sublicensee to grant further Sublicenses of same or lesser scope as its sublicense from ImmunityBio under the grants contained in Section 2(a) (the other party to such further sublicense also being a “Sublicensee”); provided, however, that are appropriate for application such further sublicenses shall be in accordance with and subject to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable of the terms and conditions of this AgreementSection 2(d) and Section 2(h) (i.e., such initial Sublicensee shall be subject to this Section 2(d) in the same manner and to the same extent as ImmunityBio). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the right to grant Sublicenses hereunder expressly excludes the right to Sublicense the GlobeImmune Platform on a standalone basis or for any purposes other than the development and commercialization of Licensed Products; provided, that ImmunityBio may grant Sublicenses, directly or indirectly, to its contract manufacturers, collaborators, and Astellas shall be responsible for any failure other development partners solely in connection with research, development, and commercialization of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential InformationLicensed Products.

Sublicense Rights. Subject Licensee may sublicense the rights (together with all obligations) granted under this Agreement to Club or a third-party concert promoter (“Sublicensee”), provided that the sublicense (i) shall be in writing and a copy shall be provided to Licensor; (ii) shall not exceed the scope of rights granted to Licensee hereunder and shall not grant any right to further sublicenses; (iii) shall include an agreement by Sublicensee to be bound by the terms and conditions of this Agreement, Astellas ; (iv) shall have the include Licensor’s right to grant sublicenses enforce its rights in the Mark; (v) shall provide that the Term of the sublicense thereunder shall not extend beyond the term of this Agreement; and (vi) shall indicate that Licensor is a third-party beneficiary and entitled to enforce the terms and conditions of the sublicense. Licensee shall not otherwise sublicense the rights granted in this Agreement without the prior written consent of the Licensor, not to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance unreasonably withheld. In the event of all its obligations under the termination or expiration of this Agreement, and any action by an Affiliate all sublicense rights shall be deemed an action by Astellas terminate effective as of the termination or expiration of this Agreement. In the event that a Sublicensee commits a violation of this Agreement for which it is responsible. Astellas Licensor claims monetary damages, Licensor shall pursue any claims for monetary damages directly against the Sublicensee, and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which Licensee shall not be unreasonably withheld or delayed, liable to Licensor for any such monetary damages. Licensor shall deal directly with any Sublicensee concerning compliance with and enforcement of this Agreement; provided that Licensee shall be notified of any alleged violation of this Agreement by any Sublicensee and Licensee shall provide Licensor with reasonable cooperation in the event such enforcement of the sublicense is to all of Astellas’s rights in against the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval Sublicensee. Sublicensee shall be at Ambit’s sole discretion. In the case of sublicenses pursuant a third-party beneficiary and entitled to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to enforce the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Informationdirectly against Licensor.

Sublicense Rights. Subject (a) CCP will have the right to grant written Sublicenses, through multiple tiers, under the rights granted to it under Section 2.1 to any of its Affiliates and Third Parties. CCP’s right to grant such Sublicenses will be subject to the following: (a) each Sublicensee will agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each Sublicense granted by CCP will provide that the Sublicensee will be subject to the terms and conditions of this Agreement, Astellas shall have the right to ; (c) CCP’s grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance any Sublicense will not relieve CCP from any of all its obligations under this Agreement; (d) CCP will notify Fibrocell of the identity of any Sublicensee promptly after entering into any Sublicense and provide Fibrocell with a copy of the Sublicense, provided that CCP may redact such copy at its discretion to remove information that is not relevant to this Agreement; and any action by an Affiliate shall (e) the Sublicense must be deemed an action by Astellas for which it is responsiblein writing. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) Unless a Sublicense provides that it will terminate upon termination of this Agreement, if this Agreement terminates for any reason other than termination by CCP pursuant to Section 18.2(a), then at the option of any Sublicensee not in material breach of the applicable Sublicense such Sublicensee will, from the effective date of such termination, become a subcontractor direct licensee of Fibrocell under, and subject to perform Astellas’s assigned responsibilities the terms and conditions of, this Agreement, subject to modifications to the Sublicense with respect to territory, field and exclusivity consistent with the scope of this Agreement and so as to accommodate all such Sublicensees; provided, however, that such Sublicensee promptly cures all material breaches by CCP of this Agreement; and provided further that Fibrocell (i) will not have under any such direct license any obligations that are greater than or inconsistent with the obligations of Fibrocell under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s fewer rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit than it has under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development TerritoryAgreement, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible Fibrocell will have no liability for any failure obligations arising prior to effective date of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Codirect 13 US-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.DOCS\106669270.9

Sublicense Rights. Subject Aurinia shall have the right to grant sublicenses through multiple tiers under the license granted in Section 2.2(a) to the following Sublicensees: any Affiliate of Aurinia or any Third Party. Aurinia will provide written notice to Otsuka prior to or promptly after granting a sublicense to a Third Party, indicating the identity of the Third Party sublicensee and the scope and purpose of such sublicense. All sublicenses granted to Third Parties under the license granted in Section 2.2(a) shall be in writing and all sublicenses (to Third Parties and Affiliates) shall be subject to, and consistent with, the terms and conditions of this Agreement, Astellas and shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided require that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent shall comply with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application applicable to Sublicensees. Astellas shall ensure that all Persons such sublicense with only those differences necessary to which it reflect the scope and purpose of the sublicense, including, to the extent applicable, Sections 2.5 (or its Affiliate) grants sublicenses comply with all applicable terms and conditions No Implied Licenses; Negative Covenant), 2.7 (Disclosure of this AgreementKnow-How), and Astellas shall be responsible for any failure 2.9 (Exclusivity), 4.3 (Summary Development Reports), 4.5 (Development Records), 5.8 (No Harmful Actions), 10.1 (Ownership of any such Sublicensee to comply with such terms or conditionsIntellectual Property), with the further understanding that any action or omission by any such Sublicensee that(and, if committed by Astellas would be a breach of this Agreement (with respect the Sublicensee has rights to those country(ies)) in which such Sublicensee is sublicensed)prosecute or enforce Aurinia Technology, will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights Otsuka Technology or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisionsProduct Marks, as applicable: , the rest of Section 10 (iIntellectual Property)) a requirement that such 11.5 (Disclaimer), 12.5 (Limitation of Liability), and 13 (Confidentiality) all as if the Sublicensee submit applicable Net Sales or other reports consistent were Aurinia hereunder. Notwithstanding any sublicense, Aurinia shall remain primarily liable to Otsuka for the performance by the Sublicensee of all of Aurinia’s obligations under, and Aurinia’s compliance with those required hereunder; (ii) audit requirements similar to those set forth in all provisions of, this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas Takeda shall have the right right, directly or through multiples tiers, to (i) grant sublicenses of the rights licenses granted in Section 2.1(a)(i) to it one or more of its Affiliates at any time; (ii) upon written notice to the JSC, grant sublicenses of the license granted under Section 3.1.1 2.1(a)(i) to one or more Third Parties; provided, however, that the right to sublicense the right to Develop the Product under this Section 2.1(c)(ii) may be granted only to a sublicensee of the right to Commercialize the Product, and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas such Development shall be limited to clinical studies required to obtain or maintain Regulatory Approval in a particular country, subject to Section 4.4(c); and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may (iii) grant sublicenses through multiple tiers under its Development rights under Section 2.1(a)(i) (A) in the EU-5 to Third Parties (a) whose primary business is contract manufacturingupon the written consent of AMAG, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at AmbitAMAG’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed and (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (iB) in the Joint Development Licensed Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development TerritoryEU-5 to Third Parties upon the written consent of AMAG, not to be unreasonably withheld. Takeda shall provide all information reasonably requested by the JSC prior to entering into any such Third Party arrangement and shall, within thirty (30) days after granting a Third Party a sublicense under the licenses granted in each case Section 2.1(a)(i), notify AMAG of the grant of such sublicense and provide AMAG with a true and complete copy of the sublicense agreement ((i) and (iiprovided that Takeda may redact any information contained therein that is not necessary to disclose to ensure compliance with this Agreement)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 agreement shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement. Takeda shall, with in each Sublicensee being required agreement under which it grants a sublicense under the license set forth in Section 2.1(a)(i) (each, a “Takeda Sublicense Agreement”), require the sublicensee (A) to provide Information to Takeda to the extent necessary for Takeda and AMAG to comply with the their obligations under Article 5, and (B) to provide the following to AMAG, if this Agreement applicable terminates, or to SublicenseesTakeda, if only such Takeda Sublicense Agreement terminates: (x) the assignment and transfer of ownership and possession of all Regulatory Materials (including Regulatory Approvals) held or possessed by such sublicensee (which assignment could also be directly to Takeda prior to any such termination), and also (y) the assignment of all intellectual property Controlled by such sublicensee that covers a Product or its respective use, manufacture, sale, or importation and was created by or on behalf of such sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Takeda Sublicense Agreement. In addition, Takeda will include provisions in each Takeda Sublicense Agreement providing that if the sublicensee or any of its Affiliates undertakes a Patent Challenge, Takeda may terminate all sublicenses under the AMAG Patents granted to such sublicensee. If a sublicensee (or an Affiliate of such sublicensee) undertakes a Patent Challenge, then Takeda, upon receipt of notice thereof from AMAG, will terminate all sublicenses under the AMAG Patents granted to such sublicensee in the applicable sublicense agreement. Takeda shall be responsible for ensuring that its sublicensees comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure the operations of any all such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (sublicensees with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify AmbitTakeda’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting hereunder shall be deemed to be the foregoingoperations of Takeda, any sublicense agreement for which Takeda shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Informationbe responsible.

Sublicense Rights. Subject to the terms and conditions of this Agreement, Astellas DS shall have the right to grant sublicenses of sublicense the rights granted to it under Section 3.1.1 and 2.5.3(c2.1.1 without Kite’s consent: (a) through multiple tiers to its Affiliates, provided that Astellas such sublicense shall automatically terminate if such Sublicensee ceases to be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers of DS (without the right to Third Parties further sublicense except as set forth in subclause (ab) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (c)); (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed its Third Party subcontractors (and Astellas shall have without the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellasfurther sublicense) for the sole purpose of performing part of DS’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, obligations with respect to each applicable Product in the U.S., Development of the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated Licensed Products; and (iic) outside to an Approved CMO (without the Joint Development Territory, in each case ((iright to further sublicense) for the sole purpose of manufacturing and (ii)) through multiple tiers of Sublicensees supply the Licensed Products to DS. DS shall not grant any other sublicense without AmbitKite’s approvalexpress prior written consent. Each sublicense granted by Astellas pursuant to this Section 3.1.2 DS shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with and DS shall ensure that each Sublicensee being required agrees in writing to comply with the obligations under this Agreement applicable to Sublicensees, terms and also to comply with the generally-applicable obligations conditions of this Agreement that are appropriate applicable to such Sublicensee’s activities under such sublicense. DS shall remain fully responsible for application all of its Sublicensees’ activities, including any and all failures by its Sublicensees to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all the applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure . Within […***…] after the grant of any such Sublicensee to comply a sublicense with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) Third Party for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify AmbitDS needs to obtain Kite’s rights or obligations prior written consent under this Agreement (including Ambit’s Co-Promotion rights). Without limiting Section, DS shall notify Kite and shall provide Kite with a true and complete copy of the foregoing, any sublicense agreement shall contain the following provisions, (redacted as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or to economic terms and other reports consistent with those required hereunder; (ii) audit requirements similar commercially sensitive numbers and provisions unrelated to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information).

Sublicense Rights. Subject to Company may grant sublicenses, through multiple tiers, under and within the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses scope of the rights Commercial License granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approvalSection 2.1. Each sublicense granted by Astellas pursuant to this Section 3.1.2 Company shall be subject consistent with (and subordinate to to) all the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas Company shall be remain responsible to Xencor for any failure all payments and royalties due under this Agreement as a result of the activities of any such Sublicensee to comply with such terms Affiliate or conditions, with the further understanding that any action or omission by Third Party under any such Sublicensee thatsublicense as if such events or sales were achieved or made by Company under this Agreement. Within thirty (30) days following execution of each sublicense agreement, if committed by Astellas would be a breach Company shall provide Xencor with written notice of such sublicense and shall certify in such notice that the sublicense was granted in accordance with this Section 2.2. In the event of any termination of this Agreement (by Xencor pursuant to the terms hereof, all sublicenses granted by Company to Sublicensees pursuant to this Section 2.2 shall automatically become direct licenses and obligations between Xencor and such Sublicensees with respect to those country(ies)the subject matter hereof with all rights of Company thereunder automatically becoming rights of Xencor (including all rights to receive payment) in which such unless the Sublicensee is sublicensed), will be deemed a breach by Astellas in material default under such sublicense at the time of termination of this Agreement (with respect to those country(ies) Agreement; provided, that in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense event shall modify Ambit’s rights or Xencor have any obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting such sublicense beyond the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those obligations of Xencor set forth in this Agreement unless otherwise agreed in writing by Xencor. Notwithstanding any sublicense, Company will remain primarily liable to Xencor for the performance of all of Company’s obligations under, and Company’s compliance with all provisions of, this Agreement; and (iii) a . Company hereby waives any requirement that Xencor exhaust any right, power or remedy, or proceed against such Sublicensee comply with the confidentiality provisions of Article 6 with respect Sublicensee, for any obligation or performance hereunder prior to Ambit’s Confidential Informationproceeding directly against Company.

Sublicense Rights. Subject Achillion shall have the right to enter into sublicenses (each a “Sublicense”) relating to the license granted in Section 2.1 with third parties (each a “Sublicensee”) with which Achillion has agreed to develop and/or commercialize Licensed Products, provided however, that for each Sublicense grant (a) to a Sublicensee having a market capitalization of greater than [**] dollars ($[**]), Achillion shall give prompt written notice to Emory, and (b) to a Sublicensee having a market capitalization of less than [**] dollars ($[**]), Achillion shall first obtain Emory’s prior written approval, which approval shall not be unreasonably withheld or delayed. Each such Sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, Astellas and shall have provide that any such Sublicensees shall not further sublicense except on terms consistent with this Agreement. Achillion shall include in any Sublicense agreement provisions requiring the right Sublicensee to abide by the confidentiality obligations herein, indemnify Emory and maintain insurance to the same extent that Achillion is so required pursuant to Sections 4.1, 8.4.1 and 8.6 of this Agreement. Achillion shall provide Emory with a copy of any Sublicense granted pursuant to this Section 2.3 within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential scientific information and other information required by a Sublicensee to be kept confidential, provided that all relevant financial terms and information shall be retained. Achillion shall remain responsible for the performance of its Sublicensees (including, without limitation, the payment of all fees and royalties due hereunder regardless of whether or not a Sublicensee pays Achillion such amounts), and shall ensure that any such Sublicensees comply with the relevant provisions of this Agreement. In the event of a material default by any Sublicensee under a Sublicense agreement, Achillion will inform Emory and take such action, after consultation with Emory, which in Achillion’s reasonable business judgment will address such default. Achillion shall not grant sublicenses of any rights which are inconsistent with the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance obligations of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this AgreementAchillion hereunder. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action act or omission by any such of a Sublicensee that, if committed by Astellas which would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will if performed or made by Achillion shall be deemed to be a breach by Astellas such Sublicensee. In addition, if Achillion grants a Sublicense to any third party (other than an Affiliate) with which Achillion also enters into a distribution agreement relating to a Licensed Product, the economic terms of this Agreement (with respect the Sublicense agreement and the distribution agreement must each reflect arm’s-length pricing and Emory shall have the right to those country(ies) in which withhold its approval of such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s CoSublicense if such agreements do not reflect arm’s-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Informationlength pricing.