Common use of Subcontracting Permitted Clause in Contracts

Subcontracting Permitted. (a) Bayer acknowledges and agrees that portions of the work to be performed by Nektar under the Project (including, without limitation, manufacture of the Device) may be performed on behalf of Nektar by Third Parties, provided that (i) Nektar shall first have obtained written confidentiality agreements with any such subcontractors and written assignments of, or equivalent rights under, all Patent rights and know-how that such subcontractors may develop by reason of work performed under this Agreement, (ii) Nektar may not subcontract obligations to co-promote in the Shared Territory without Bayer’s prior written consent (which consent may not be unreasonably withheld or delayed), unless the GBT has previously approved such subcontracting, and (iii) Nektar shall be and remain responsible to Bayer for the performance of its subcontractors. (b) Nektar acknowledges and agrees that portions of the work to be performed by Bayer under the Project (including, without limitation, manufacture of Formulated Amikacin for commercial use) may be performed on behalf of Bayer by Third Parties, provided that (i) Bayer shall first have obtained written confidentiality agreements with any such subcontractors and written assignments of, or equivalent rights under, all Patent rights and know-how that such subcontractors may develop by reason of work performed under this Agreement, (ii) Bayer may not subcontract obligations to co-promote in the Shared Territory, without Nektar’s prior written consent (which consent may not be unreasonably withheld or delayed), and (iii) Bayer shall be and remain responsible to Nektar for the performance of its subcontractors.

Subcontracting Permitted. (a) Bayer CCP acknowledges and agrees that portions of the work to be performed by Nektar Fibrocell under the Project (including, without limitation, manufacture of the Device) this Agreement may be performed on behalf of Nektar Fibrocell by Third Parties, provided that (i) Nektar shall Fibrocell will first have obtained written confidentiality agreements with any such subcontractors and written assignments of, or equivalent rights under, all Patent rights and rights, know-how and other intellectual property rights that such subcontractors may develop by reason of work performed under this Agreement, (ii) Nektar may any such subcontractors must be approved by CCP in advance in writing (such approval not subcontract obligations to co-promote in the Shared Territory without Bayer’s prior written consent (which consent may not be unreasonably withheld withheld, conditioned or delayed), unless provided that the GBT has previously approved such subcontractingsubcontractors identified on Exhibit 4.5(a) will be deemed pre- approved, and (iii) Nektar shall Fibrocell will be and remain responsible to Bayer CCP for the performance of its subcontractors. Without limiting the generality of the foregoing, Fibrocell will include in its agreements entered into after the Effective Date with each of its subcontractors under this Section 4.5(a), (A) a right for CCP to receive, directly or through Fibrocell, any confidential information of such subcontractor disclosed under or related to such subcontract (including any information obtained in connection with any audit of such subcontractor) that is reasonably necessary for CCP to perform its obligations or exercise its rights under this Agreement, and (B) a right to audit the performance of such subcontractor under such subcontract, including through audit of any applicable books, records, data or other Information of such subcontractor, consistent with industry practice. (b) Nektar Fibrocell acknowledges and agrees that portions of the work to be performed by Bayer CCP under the Project (including, without limitation, manufacture of Formulated Amikacin for commercial use) this Agreement may be performed on behalf of Bayer CCP by Third Parties, provided that (i) Bayer shall CCP will first have obtained written confidentiality agreements with any such subcontractors and written assignments of, or equivalent rights under, all Patent rights, know- how and other intellectual property rights and know-how that such subcontractors may develop by reason of work performed under this Agreement, and (ii) Bayer may not subcontract obligations to co-promote in the Shared Territory, without Nektar’s prior written consent (which consent may not be unreasonably withheld or delayed), and (iii) Bayer shall CCP will be and remain responsible to Nektar for the performance of its subcontractors.Fibrocell 19 US-DOCS\106669270.9