Common use of Sub-licensing Clause in Contracts

Sub-licensing. 4.1 The Licensee is hereby authorized to sub-license the use and sale of the Licensed Products and the use of the Licensed Process globally to any person, firm or corporation, subject to the condition that prior to entering into any such sub-license, the Licensee shall consult with NTJBPT on its choice of such authorized sub-licensee, and shall provide NTJBPT with such material information as it deems reasonably necessary for the purpose of such consultation (the “Authorized Sub-Licensees”). 4.2 Each sub-license hereunder shall be on such terms as deems appropriate, but in no event shall any such sub-license include the right to sub-license. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 4.3 The Licensee shall be responsible to NTJBPT for payments due in respect of purchases and sales by the Authorized Sub-Licensees as though they were purchases and sales by the Licensee. It is understood and agreed that the Licensee shall not be a guarantor for any Authorized Sub-Licensee and where the Licensee is unable to obtain from an Authorized Sub- Licensee the information required to comply with this Agreement, failure by the Licensee to supply same to NTJBPT shall not entitle NTJBPT to terminate this Agreement or the license. Where an Authorized Sub-Licensee fails to make payments due under its sub-license to the Licensee, the Licensee shall promptly notify NTJBPT of the default and the Licensee shall take such action as may be reasonably required. 4.4 The duration of each sub-license hereunder shall be indefinite, for as long as the underlying projects are in operation and all royalty fees are paid on-time. 4.5 The Licensee shall be responsible to NTJBPT for the enforcement of the terms of each sub- license hereunder and for inspecting the accounts and records kept by each Authorized Sub- Licensee for the purpose of enforcing the sub-license only. The Licensee shall at the request of NTJBPT appoint a qualified person jointly with to inspect the records of an Authorized Sub- Licensee for the purpose of enforcing the sub-license only on behalf of both parties and both parties shall be entitled to a full report thereon.

Sub-licensing. 4.1 a) Licensee may sublicense its rights pursuant to Section 3.1 to Third Party Transferees; provided that such sublicense is consistent with the terms and conditions of this Agreement. The Parties agree that Licensee is hereby authorized not entitled to sub-license the right to use the ABD or the license to the Albumin Binding Technology separately from the right to use the Affibody® Ligand(s). Licensee is, however, entitled to sub-license its rights to research, develop, make, have made, use, sell and sale have sold Licensed Products, in whole or in part. b) Sublicenses shall be made non-assignable and non-transferable without the prior written consent of the Licensed Products and the use of the Licensed Process globally Licensor, not to any person, firm be unreasonably withheld or corporation, delayed. c) The right to grant further sublicenses (i.e. sub-sub-licenses) is subject to the condition that prior written consent of Licensor, not to entering into any such sub-license, the be unreasonably withheld or delayed. Licensee shall consult with NTJBPT on its choice of such authorized sub-licenseeremains primarily responsible for, and shall provide NTJBPT ensure that each Third Party Transferee complies with such material information as it deems reasonably necessary for the purpose terms of such consultation (the “Authorized Sub-Licensees”). 4.2 Each sub-license hereunder shall be on such terms as deems appropriate, but in no event shall any such sub-license include the right to sub-license. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 4.3 The Licensee shall be responsible to NTJBPT for payments due in respect of purchases and sales by the Authorized Sub-Licensees as though they were purchases and sales by the Licensee. It is understood and agreed that the Licensee shall not be a guarantor for any Authorized Sub-Licensee and where the Licensee is unable to obtain from an Authorized Sub- Licensee the information required to comply with this Agreement, failure by the including all confidentiality, diligence, payment, audit rights and reporting obligations. Promptly after execution of an agreement with a Third Party Transferee, Licensee will provide Licensor with a copy of each such sublicense agreement, of which Licensee may redact provisions that do not relate to supply same to NTJBPT shall not entitle NTJBPT to terminate compliance of such sublicense agreement with this Agreement or of Licensee’s or its Third Party’ Transferee’s compliance with the licenseterms and conditions of this Agreement, in addition. Where an Authorized Sub-Licensee fails to make payments due under its shall cause sublicenses and any permitted sub-license to the Licensee, the Licensee shall promptly notify NTJBPT of the default and the Licensee shall take such action as may be reasonably required. 4.4 The duration of each sub-license hereunder shall licenses to be indefiniteautomatically terminated by termination of this Agreement (for any reason or cause), for as long as the underlying projects are at which time any Third Party Transferee that is not then in operation and all royalty fees are paid on-time. 4.5 The Licensee shall be responsible to NTJBPT for the enforcement of the terms of each sub- license hereunder and for inspecting the accounts and records kept by each Authorized Sub- Licensee for the purpose of enforcing the sub-license only. The Licensee shall at the request of NTJBPT appoint a qualified person jointly with to inspect the records of an Authorized Sub- Licensee for the purpose of enforcing the sub-license only on behalf of both parties and both parties shall default will be entitled to negotiate, directly with Licensor, a full report thereonlicense.

Sub-licensing. 4.1 The 4.1. Licensee is hereby authorized shall have the right to grant written, royalty-bearing sub-licenses under the license the use and sale granted under Section 3.1 of the Licensed Products and the use of the Licensed Process globally this Agreement to any person, firm or corporation, subject to the condition that prior to entering into any such sub-license, the provided that: (a) Licensee shall consult with NTJBPT on be responsible for its choice of such authorized subSub-licensee, Licensees and shall provide NTJBPT not grant any rights which are inconsistent with such material information as it deems reasonably necessary for the purpose rights and obligations of such consultation Licensee hereunder; (the “Authorized b) any act or omission of a Sub-Licensees”).Licensee, which would be a breach of this Agreement if performed by Licensee, shall be deemed to be a breach by Licensee of this Agreement; 4.2 Each (c) each sub-license hereunder agreement granted by Licensee shall be on such terms as deems appropriate, but in no event shall any include a right to review and inspect such sub-license include the right agreement after delivery thereof by Licensee pursuant to sub-license. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 4.3 The Licensee shall be responsible Section 4.2 to NTJBPT for payments due in respect of purchases and sales by the Authorized Sub-Licensees as though they were purchases and sales by the Licensee. It is understood and agreed confirm that the Licensee shall not be a guarantor for any Authorized such Sub-Licensee granted to Licensors of the same scope as provided in Section 8.1(c) hereof with respect to Licensee; (d) Licensee shall, in accordance with the terms and where conditions of Section 17.1, at all times indemnify and keep indemnified Licensors against all or any costs, claims, damages or expenses incurred by Licensors, or for which Licensors may become liable, as a result of the Licensee is unable default or negligence of any Sub-Licensee; (e) upon the termination of this Agreement under Section 19, at the option of each Sub-Licensee, all such Sub-Licensee’s sub-licenses shall be assigned to obtain from an Authorized Sub- Licensee Licensors, and shall remain in full force and effect under the information required to comply terms and conditions thereof with this AgreementLicensors, failure by the Licensee to supply same to NTJBPT provided that Licensors shall not entitle NTJBPT to terminate assume any additional restrictions, obligations or responsibilities beyond those appearing in this Agreement or and the license. Where an Authorized Sub-Licensee fails to make payments due under its applicable sub-license agreement subject to the such Sub-Licensee, the Licensee shall promptly notify NTJBPT of the default and the Licensee shall take such action as may be reasonably required. 4.4 The duration of each sub-license hereunder shall be indefinite, for as long as the underlying projects are in operation and all royalty fees are paid on-time. 4.5 The Licensee shall be responsible to NTJBPT for the enforcement of ’s compliance with the terms of each sub- license hereunder and for inspecting the accounts and records kept by each Authorized Sub- Licensee for the purpose of enforcing the sub-license onlyagreement. The As such, in the event that a Sub-Licensee shall at the request of NTJBPT appoint a qualified person jointly with to inspect the records of an Authorized Sub- Licensee for the purpose of enforcing does not exercise such option under Section 4.1(e), the sub-license only agreement will be terminated in accordance with the terms of such sub-license agreement. 4.2. Licensee shall, within [***] days of the execution of any sub-license agreement, provide Licensors with a certified true copy of the sub-license agreement at Licensee’s own expense. 4.3. The sub-licenses granted by Licensee under Licensee’s rights under Section 3.1 of this Agreement shall not be transferable but may be further sub-licensed, provided that (a) a sub-license or further sub-license may be transferred or assigned by a Sub-licensee to an Affiliate, provided that Licensee shall, within [***] days of the execution of such transfer or assignment, provide Licensors with a certified true copy of the transfer or assignment agreement at Licensee’s own expense, and (b) any such further sub-license is granted under the Patent Rights to an Affiliate or third party acting on Licensee’s or a Sub-licensee’s behalf and contributes to the development, manufacture or commercialization of both parties and both parties shall be entitled to a full report thereonone or more royalty-bearing Licensed Products or Licensed Processes under the scope of this Agreement.

Sub-licensing. 4.1 3.2.1 The Licensee is hereby authorized to sub-license the use and sale of the Licensed Products and the use of the Licensed Process globally to any person, firm or corporation, subject to the condition that prior to entering into any such sub-license, the Licensee shall consult with NTJBPT on its choice of such authorized sub-licensee, and shall provide NTJBPT with such material information as it deems reasonably necessary for the purpose of such consultation (the “Authorized Sub-Licensees”). 4.2 Each sub-license hereunder Concessionaire shall be on such terms as deems appropriateentitled, but in no event shall any such sub-license include during the right to sub-license. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 4.3 The Licensee shall be responsible to NTJBPT for payments due in respect subsistence of purchases and sales by the Authorized Sub-Licensees as though they were purchases and sales by the Licensee. It is understood and agreed that the Licensee shall not be a guarantor for any Authorized Sub-Licensee and where the Licensee is unable to obtain from an Authorized Sub- Licensee the information required to comply with this Agreement, failure by to allow the Licensee use, possession, occupation and enjoyment of the Project through a sub‐license arrangement to supply same to NTJBPT shall not entitle NTJBPT to terminate sub‐licensees, in accordance with the terms and conditions contained in this Agreement or the license. Where an Authorized Sub-Licensee fails and subject to make payments due under its sub-license to the Licensee, the Licensee shall promptly notify NTJBPT of the default and the Licensee shall take such action as may be reasonably requiredall Applicable Laws. 4.4 3.2.2 The duration of each sub-license hereunder shall be indefinite, for as long as the underlying projects are in operation and all royalty fees are paid on-time. 4.5 The Licensee shall be responsible to NTJBPT for the enforcement of the terms of each sub- license hereunder and for inspecting the accounts and records kept by each Authorized Sub- Licensee for the purpose of enforcing the sub-license only. The Licensee shall at the request of NTJBPT appoint a qualified person jointly with to inspect the records of an Authorized Sub- Licensee for the purpose of enforcing the sub-license only on behalf of both parties and both parties Concessionaire shall be entitled to sub‐license the MLCP and its components, either in whole or any part of it, in accordance with Article 3.2.1 of this Agreement, during the subsistence of this Agreement with a full report thereonclear stipulation that the sub‐license granted shall terminate simultaneously with the termination of this Agreement including early termination for any reason whatsoever. All contracts, agreements or arrangements with sub‐licensees shall specifically stipulate the heads of terms as specified in Schedule M specifically the covenant of termination of the sub‐licensees rights and further that the sub‐ licensees shall not have any claim whatsoever against the Authority for any such termination. 3.2.3 The Concessionaire shall prepare a draft standard format of the sub‐license agreement or arrangement which shall include the heads of terms set out at Schedule M, which the Concessionaire will be required to sign with the sub‐licensees for the use, possession, occupation and enjoyment of any part of the MLCP and its components. The Concessionaire shall furnish the draft of such agreement to the Authority for confirmation and approval. The Authority shall be entitled to incorporate such provisions, as the Authority may consider appropriate to protect the Authority’s interest. The Concessionaire shall not incorporate any provision in the sub‐license agreement that would have any adverse effect on the Authority. In case of any deviation from the above mentioned approved and confirmed draft of the sub‐license agreement in any particular circumstance, which supersedes or adversely affects the Authority’s terms and covenants, the Authority reserves the right to take necessary action against the Concessionaire for breach of this Agreement.

Sub-licensing. 4.1 The Licensee is hereby authorized shall have the right to grant written, sub-license the use and sale licenses under all or any of the Licensed Products licenses granted under Section 3.1, 3.6 and the use 3.8 of the Licensed Process globally this Agreement to any person, firm or corporation, subject to the condition that prior to entering into any such sub-license, the Licensee shall consult with NTJBPT on its choice of such authorized sub-licensee, and shall provide NTJBPT with such material information as it deems reasonably necessary for the purpose of such consultation provided that: (the “Authorized Sub-Licensees”). 4.2 Each sub-license hereunder shall be on such terms as deems appropriate, but in no event shall any such sub-license include the right to sub-license. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 4.3 The a) Licensee shall be responsible for the payment to NTJBPT Licensors of all amounts payable hereunder with respect to the activities of any Related Company or Sub-Licensee; (b) Any sublicense granted to a Related Company shall not grant to such Related Company any rights which are inconsistent with the rights and obligations of Licensee hereunder; and Licensee shall remain responsible to the Licensors hereunder for payments due in respect all activities of purchases and sales its Related Companies to the same extent as if such activities had been undertaken by the Authorized Licensee itself; (c) Licensee shall be responsible for its Sub-Licensees as though they were purchases and sales by the Licensee. It is understood and agreed that the Licensee shall not be grant any rights which are inconsistent with the rights and obligations of Licensee hereunder; (d) any act or omission of a guarantor for any Authorized Sub-Licensee and where or of a Related Company under a sublicense of the Patent Rights, which would be a breach of this Agreement if performed by Licensee, shall be deemed to be a breach by Licensee is unable to obtain from an Authorized Sub- Licensee the information required to comply with of this Agreement, failure by ; it being understood that the Licensee to supply same to NTJBPT Licensors shall not entitle NTJBPT have the right to terminate this Agreement as a result of any such act or the license. Where an Authorized omission of a Sub-Licensee fails to make payments due under its sub-license to the Licenseeif such act or omission is capable of remedy and, [***] below, the applicable Sub-Licensee shall promptly notify NTJBPT of the default and the or Licensee shall take itself cures such action as may be reasonably required.breach; 4.4 The duration of (e) each sub-license hereunder shall be indefinite, for as long as the underlying projects are in operation and all royalty fees are paid onagreement granted by Licensee to a Related Company or Sub-time. 4.5 The Licensee shall be responsible include a right to NTJBPT for the enforcement audit such Related Company or Sub-Licensee granted to Licensors of the terms same scope as provided in Section 9.l(b) hereof with respect to Licensee; (f) Licensee shall at all times indemnify and keep indemnified Licensors against all or any costs, claims, damages or expenses incurred by Licensors, or for which Licensors may become liable, pursuant to any third party claim or proceedings to the extent the same is a result of the default or negligence of any Sub-Licensee or of a Related Company under a sublicense; and (g) upon the termination of this Agreement under Section 18, all sublicenses of Licensee’s rights hereunder granted to (i) a Qualified Sub-Licensee(s) shall survive automatically; and (ii) any Sub-Licensee that is not a Qualified Sub-Licensee, shall survive at the Licensors’ option, in each sub- license hereunder case, with the same field, level of exclusivity and for inspecting the accounts and records kept by each Authorized Sub- Licensee for the purpose of enforcing territorial scope as the sub-license only. The under the Patent Rights that had been granted by Licensee to such Sub-Licensee prior to the applicable termination of this Agreement, and Licensors and each such Sub-Licensee shall at the request negotiate in good faith and [***] enter into a direct license agreement between them, [***]. 4.2 Licensee shall, within [***] with a Sub-Licensee, provide Licensor with a certified true copy of NTJBPT appoint a qualified person jointly with to inspect the records of an Authorized Sub- Licensee for the purpose of enforcing the sub-license only on behalf agreement [***]. 4.3 The sub-licenses granted by Licensee to a Sub-Licensee under Licensee’s rights under Section 3.1 of both parties this Agreement shall [***], provided that [***], as the case may be. 4.4 For the purposes of this Agreement (including without limitation, Section 6 below), payments made to Licensors directly by a Sub-Licensee or Related Company of Licensee and both parties activities of Sub-Licensees, Licensee’s Related Companies and others acting under Licensee’s authority, shall be entitled to a full report thereondeemed [***] for purposes of determining [***] under this Agreement.

Sub-licensing. 4.1 The Licensee is hereby authorized shall be entitled to grant sub-license the use and sale licences of the Licensed Products and the use of the Licensed Process globally its rights under this Agreement to any personof its Affiliates without the need for any further consent from the University, firm or corporation, subject provided that the Licensee complies with the conditions set out in paragraph (i) to the condition that prior to entering into (v) of Clause 2.3(b) in respect of any such sub-licenselicence. Subject to Clause 2.3(a), the Licensee shall consult with NTJBPT on its choice of such authorized sub-licensee, and shall provide NTJBPT with such material information as it deems reasonably necessary for the purpose of such consultation (the “Authorized Sub-Licensees”). 4.2 Each sub-license hereunder shall be on such terms as deems appropriate, but in no event shall any such sub-license include the right to sub-license. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 4.3 The Licensee shall be responsible to NTJBPT for payments due in respect of purchases and sales by the Authorized Sub-Licensees as though they were purchases and sales by the Licensee. It is understood and agreed that the Licensee shall not be a guarantor for any Authorized Subentitled to grant sub-Licensee and where the Licensee is unable to obtain from an Authorized Sub- Licensee the information required to comply with licences of its rights under this Agreement, failure by except where the Licensee University gives its prior written consent to supply same to NTJBPT sub-licensing generally, which consent shall not entitle NTJBPT to terminate this Agreement or the licensebe unreasonably withheld. Where an Authorized Sub-Licensee fails to make payments due under its sub-license to the LicenseeUniversity gives such consent, the Licensee shall promptly notify NTJBPT be entitled to grant sub-licences of its rights under this Agreement to any person, provided that: the sub-licence shall include obligations on the sub-licensee which are equivalent to the obligations on the Licensee under this Agreement and limitations of liability that are equivalent to those set out in this Agreement; the sub-licence shall not permit the sub-licensee to further sub-license any of its rights to the IP and/or the Know-how; the sub-licence shall terminate automatically on the termination of this Agreement for any reason; within thirty (30) days of the default grant of any sub-licence the Licensee shall provide to the University a true copy of it; and the Licensee shall take such action as may be reasonably required. 4.4 The duration of each sub-license hereunder shall be indefinite, for as long as the underlying projects are in operation and all royalty fees are paid on-time. 4.5 The Licensee shall be responsible to NTJBPT for the enforcement any breach of the terms of each sub- license hereunder and for inspecting the accounts and records kept by each Authorized Sub- Licensee for the purpose of enforcing the sub-license only. The Licensee shall at the request of NTJBPT appoint a qualified person jointly with to inspect the records of an Authorized Sub- Licensee for the purpose of enforcing licence by the sub-license only on behalf licensee, as if the breach had been that of both parties the Licensee under this Agreement, and both parties the Licensee shall be entitled to indemnify the University against any losses, damages, costs, claims or expenses which are awarded against or suffered by the University as a full report thereonresult of any such breach by the sub-licensee.

Sub-licensing. 4.1 The In no event shall the Licensee is hereby authorized assign the License created herein to sub-license a third party without the use expressed written permission and sale approval of the Licensed Products and Board of Directors then representing the use of Licensor. Nonetheless, the Licensed Process globally Licensee shall have the right to any person, firm or corporationsub- license others under this Agreement, subject to the condition expressed written approval of each and every proposed sub-licensee. Nonetheless, the Licensor will work with the Licensee to draft a mutually acceptable legal contract for the purpose of sub- licensing. Provided only that prior to entering into the Licensee properly uses the agreed upon sub-licensing agreement, the Licensor shall not unreasonable deny the approval of any sub-licensee. At the option of either Party, a new or amended sub-licensing agreement may be proposed for consideration by the other Party; but any and all such alternations must be mutually agreed upon. In no event will any of the terms and conditions of any such sub-licenselicensing agreement be stated or interpreted in such a way that would violate the terms and conditions of this Exclusive License Agreement. Upon the granting of any one or more sub-licenses, the Licensee shall consult with NTJBPT on its choice agrees to accept the responsibility for the collection of such authorized the Royalty, as defined herein, from the sub-licensee, and licensees; which shall provide NTJBPT with such material information as it deems reasonably necessary for then be paid over in a timely fashion to the purpose of such consultation (Licensor. In the “Authorized Sub-Licensees”). 4.2 Each event that the sub-license hereunder licensee refuses, or is otherwise unable to pay the Royalty; then the Licensee shall be liable to make any and all such Royalty payments to the Licensor on such terms as deems appropriate, but in a timely basis. In no event shall any such the Licensor be liable to the sub-license include the right to sub-license. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 4.3 The Licensee shall be responsible to NTJBPT for payments due in respect of purchases and sales by the Authorized Sub-Licensees as though they were purchases and sales by the Licensee. It is understood and agreed that the Licensee shall not be a guarantor licensees for any Authorized Sub-Licensee and where the Licensee is unable to obtain from an Authorized Sub- Licensee the information required to comply with this Agreement, failure misrepresentation or for any lack of performance by the Licensee to supply same to NTJBPT shall not entitle NTJBPT to terminate this Agreement or the license. Where an Authorized Sub-Licensee fails to make payments due under its sub-license to the Licenseelicensees. Finally, the Licensee shall promptly notify NTJBPT will agree to terminate any and all sub-licensees, which violate the terms, conditions and intent of this Agreement. Any failure of the Licensee in this regard shall constitute a default and by the Licensee shall take such action as may be reasonably required. 4.4 The duration of each sub-license hereunder shall be indefinite, for as long as the underlying projects are in operation and all royalty fees are paid on-time. 4.5 The Licensee shall be responsible to NTJBPT for the enforcement of under the terms and conditions of each sub- license hereunder and for inspecting the accounts and records kept by each Authorized Sub- Licensee for the purpose of enforcing the sub-license only. The Licensee shall at the request of NTJBPT appoint a qualified person jointly with to inspect the records of an Authorized Sub- Licensee for the purpose of enforcing the sub-license only on behalf of both parties and both parties shall be entitled to a full report thereonthis Agreement.