Common use of Sublicensees Clause in Contracts

Sublicensees. Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

Sublicensees. Licensee Each Party shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior give notice to the payment other of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted appointed by it. The Party appointing a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed obligations of such Sublicensee hereunder, including without limitation their obligation to Lilly under this Agreementpay royalties on sales of Licensed Products, and (b) each the obligation of such Sublicensees not to sell Licensed Products outside, in the case of the Modex Sublicensees, the Modex Field, and, in the case of CTI Sublicenses, the CTI Field. In the event that the license granted to Modex hereunder by CTI shall terminate for any reason, any Sublicensee is subject under any such terminated license shall continue automatically to have the rights and license previously licensed by CTI to Modex under such terminated license and shall be entitled to enforce such rights and license directly against CTI, provided that any such Sublicensee agrees in writing with CTI that CTI shall be entitled to enforce the provisions of such terminated license directly against such Sublicensee. In the event that the license granted to CTI hereunder by Modex shall terminate for any reason, any Sublicensee under any such terminated license shall continue automatically to have the rights and license previously licensed by Modex to CTI under such terminated license and shall be entitled to enforce such rights and license directly against Modex, provided that any such Sublicensee agrees in writing with Modex that Modex shall be entitled to enforce the provisions of such terminated license directly against such Sublicensee. At the request of either Party, the other Party shall enter into a direct contractual arrangement with any Sublicensee of the requesting Party providing for such Sublicensee to have such rights and obligations as described in the two preceding sentences, effective upon any termination of the license granted hereunder from the requested Party to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licenseerequesting Party.

Sublicensees. Licensee shall have In the full right (but not the obligation) to sublicense those event that PhotoCure's licenses under this Agreement are terminated or DUSA exercises its rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided6.6, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With with respect to any each sublicense which has been granted under this Agreement to one or more Sublicensees, then DUSA agrees to grant to each such Sublicensee granted (other than an Affiliate of PhotoCure) a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable direct license under the terms and conditions of this Agreement and such license shall be of the same scope sublicensed to such Sublicensee, provided, that such Sublicensee (1) agrees to be bound to DUSA under the terms and conditions of this Agreement applicable to such sublicense; (2) the Sublicensee is not in breach of its sublicense agreement with PhotoCure or in breach of any obligations sublicensed to such Sublicensee under this Agreement, including ; (3) the non-compete, reporting, audit, inspection Sublicensee pays to DUSA any amount due and confidentiality provisions hereunder. Each owing under this Agreement with respect to such sublicense at the time of termination that has not been paid by PhotoCure; and (4) the Sublicensee shall also be prohibited from further sublicensingdirectly pay to DUSA all royalties due to DUSA on the sales invoiced by such Sublicensee in accordance with this Agreement after taking into consideration the aggregation of Net Sales made by all parties and with appropriate true-up after annual sales are reported. For the avoidance of doubtIn such event, DUSA shall not become obligated under any commitments or undertakings made to such Sublicensee and in no event (aX) Licensee will remain directly responsible for all amounts owed shall DUSA have any obligations to Lilly under such Sublicensee other than applicable obligations which are expressly set forth in this Agreement, and (bY) each any obligations that DUSA does have to such Sublicensee is subject shall be limited to and no greater in scope than the negative applicable obligation DUSA has agreed to undertake in this Agreement. Sublicensees are intended third-party beneficiaries of, and restrictive covenants set forth in Sections 2.3.1 and 2.5shall have the right to enforce, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licenseethis Section 10.5(b).

Sublicensees. Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party Party, including through multiple tiers of sublicense to Third Parties (each such Third Party, a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s (i) Licensee providing prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involvedinvolved (a “Sublicense Notice”), and (ii) Lilly’s prior written consent, but such which consent shall only not be required unreasonably withheld, conditioned or delayed. Within fifteen (i15) until such time as Business Days of receipt of any Sublicensee Notice, Lilly shall respond in writing to Licensee is the holder of record for the Regulatory Materials related to Taladegib and either (iix) consenting to the extent grant of such organization is not performing services sublicense or (y) rejecting such sublicense if Lilly in good faith believes that it has reasonable grounds for Licensee as withholding its consent to such sublicense. If Lilly fails to provide such written response within fifteen (15) Business Days of receipt of such Sublicense Notice, then, effective upon the expiration of such fifteen (15) Business Day period, Lilly shall be deemed to have consented to the grant of the Effective Date; and provided further, that sublicense described in such Sublicense Notice. Licensee shall remain responsible for the performance by any of its all Sublicensees. With respect to any Sublicensee For clarity, Third Party Contractors performing Product Development, Manufacturing or other services on behalf and for the benefit of Licensee shall not be considered Sublicensees, unless they are granted a sublicense under the rights granted to any Commercialization rights hereunderLicensee under Section 2.1, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.which

Sublicensees. Licensee shall will have the full right (but not the obligation) to sublicense sublicense, through multiple tiers, those rights granted to it under Section 2.1 (Grant to a Licensee) to one or more of its Affiliates or Third Party Parties (each such Third Party, but excluding any subcontractors, a “Sublicensee”); provided, however, that, prior to the payment provided that [**]. Licensee shall provide Agenus a copy of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense agreement between Licensee and the applicable Sublicensee (which copy may be reasonably redacted for any information that is not required for Agenus to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without assess Licensee’s prior written notice (at least twenty (20compliance with this Agreement, including any financial terms) Business Days in advance) to Lillywithin [**] after execution of such sublicense agreement. For clarity, which shall include a description any information and terms of the rights sublicense agreement disclosed to be Agenus shall constitute the Confidential Information of Licensee. Except as otherwise agreed by the Parties in connection with sublicenses granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) pursuant to the extent such organization is not performing services for above proviso, Licensee as of the Effective Date; and provided further, that Licensee shall will remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of Sublicensees and will cause its Sublicensees accepts in writing all to comply with the applicable terms and conditions provisions of this AgreementAgreement in connection with such performance, including the non-compete, negative covenant, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensingprovisions. For the avoidance of doubtclarity, (a) Licensee will remain directly responsible for all amounts owed to Lilly Agenus under this Agreement, and (b) each Sublicensee is subject . Except as otherwise agreed by the Parties in connection with sublicenses granted pursuant to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5above proviso, respectively. Licensee hereby expressly waives any requirement that Lilly Agenus exhaust any right, power power, or remedy, or proceed against a subcontractorSublicensee, for any obligation or performance hereunder prior to proceeding directly against Licensee. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Sublicensees. Licensee GSK shall have the full right to grant sublicenses to its current and future Affiliates (but not solely for so long as such entity remains an Affiliate) or to a Third Party, without the obligation) to sublicense those rights prior written consent of Amicus, under and within the scope of the licenses granted to it GSK in Section 2.1.1(ii), (iii), (iv) and (v). GSK shall have the right to grant sublicenses under and within the scope of the license granted to GSK in Section 2.1 2.1.1(i): (i) without the prior written consent of Amicus, to its current and future Affiliates solely for so long as such entity remains an Affiliate; (ii)without the prior written consent of Amicus to a Third Party ******; (a “Sublicensee”); provided, however, that, prior to iii) without the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) consent of Amicus to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party in ******; and (iv) subject to 2.2(iii), only with the countries involved, and Lilly’s prior written consent, but such consent of Amicus (which consent shall only not be required (iunreasonably withheld) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further******. In any event, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee GSK shall ensure that each of its Sublicensees accepts in writing is bound by a written agreement containing provisions at least as protective of the Compound, the Products and Amicus as this Agreement; and GSK shall remain responsible to Amicus for all applicable activities of its Affiliates and Sublicensees to the same extent as if such activities had been undertaken by GSK itself. Promptly following the execution of each Sublicense, GSK shall provide Amicus with a redacted copy of such Sublicense (redacted solely to the extent necessary to prevent the disclosure of Third Party confidential information and not redacting any terms and conditions or information that are necessary for Amicus to determine GSK’s compliance with the provisions of this AgreementAgreement with respect to the grant of such Sublicense); provided, including the non-competehowever, reporting, audit, inspection and confidentiality provisions hereunder. Each that GSK’s obligation to provide a redacted copy of any Sublicense granted by GSK to a Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed not apply with respect to Lilly under Sublicenses granted to a Third Party in accordance with this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth Section 2.2 in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licenseeconnection with ******.

Sublicensees. Licensee Each Party shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior give notice to the payment other of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted appointed by it. The Party appointing a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed obligations of such Sublicensee hereunder, including without limitation their obligation to Lilly under this Agreementpay royalties on sales of Licensed Products, and (b) each the obligation of such Sublicensees not to sell Licensed Products outside, in the case of Modex Sublicensees, the Modex Field, and, in the case of CTI Sublicensees, the CTI Field. In the event that the license granted to Modex hereunder by CTI shall terminate for any reason, any Sublicensee is subject under any such terminated license shall -------------------------- * This confidential portion has been omitted and filed separately with the Commission continue automatically to have the rights and license previously licensed by CTI to Modex under such terminated license and shall be entitled to enforce such rights and license directly against CTI, provided that any such Sublicensee agrees in writing with CTI that CTI shall be entitled to enforce the provisions of such terminated license directly against such Sublicensee. In the event that the license granted to CTI hereunder by Modex shall terminate for any reason, any Sublicensee under any such terminated license shall continue automatically to have the rights and license previously licensed by Modex to CTI under such terminated license and shall be entitled to enforce such rights and license directly against Modex, provided that any such Sublicensee agrees in writing with Modex that Modex shall be entitled to enforce the provisions of such terminated license directly against such Sublicensee. At the request of either Party, the other Party shall enter into a direct contractual arrangement with any Sublicensee of the requesting Party providing for such Sublicensee to have such rights and obligations as described in the two preceding sentences, effective upon any termination of the license granted hereunder from the requested Party to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licenseerequesting Party.

Sublicensees. Licensee Each Party shall have the full right to grant sublicenses to any sublicensee under all of its rights under the licenses granted pursuant to Sections 2.1 and 2.2 (but not as applicable) at any given time during the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”)Term; provided, however, that, prior with respect to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any each such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice granted by Teijin, (i) Teijin shall notify Radius in writing at least twenty (20) Business Days business days in advance) to Lilly, which shall include advance of the grant (including a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involvedsublicensee), and Lilly’s shall obtain the prior written consentconsent of Radius, but such consent shall only not to be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and unreasonably withheld, (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee Teijin shall ensure that each of its Sublicensees accepts in writing sublicensees shall accept and comply with all applicable terms and conditions of this Agreement and Teijin shall remain responsible for, and shall guarantee, such compliance and the performance of its sublicensees hereunder, and (iii) any such sublicense shall (a) be subject and subordinate to the terms and conditions of this Agreement, (b) contain terms and conditions which are consistent with the terms and conditions of this Agreement, (c) not in any way diminish, reduce or eliminate any obligations of Teijin under this Agreement, and (d) impose on the sublicensee all applicable obligations under the terms of this Agreement or necessary to effectuate the terms of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited , as well as a provision prohibiting such sublicensee from further sublicensing. For the avoidance of doubt, (a) Licensee will Teijin shall remain directly responsible for all amounts owed to Lilly Radius under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee Each Party hereby expressly waives any requirement that Lilly the other Party exhaust any right, power or remedy, or proceed against a sublicensee or subcontractor, for any obligation or performance hereunder prior to before such other Party initiates a proceeding directly against Licenseea Party. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.