Common use of Sublicense Clause in Contracts

Sublicense. (a) Any sublicense granted by ALNYLAM pursuant to Section 4.1 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (ii) an audit requirement similar to the requirement set forth in Section 9.5; and (iii) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event of any termination of one or both of the licenses, provided that sublicensee(s) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with PROTIVA to the same terms and conditions as in the sublicense agreement. In the event ALNYLAM becomes aware of a material breach of any sublicense by a Sublicensee, ALNYLAM shall promptly notify PROTIVA of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense.

Sublicense. (a) Any sublicense granted by ALNYLAM PROTIVA pursuant to Section 4.1 3.3 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 aboveSection 3.6 below. Agreements with any Sublicensee shall contain the following provisions: (ia) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (iib) an audit requirement similar to the requirement set forth in Section 9.5; and (iiic) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article VIII. ALNYLAM PROTIVA shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense the licenses granted to the license granted for ALNYLAM PROTIVA Development Products Targets and will itself pay and account to PROTIVA ALNYLAM for all payments due under such licenses by reason of such sublicense. Sublicenses under the licenses license granted for ALNYLAM to PROTIVA Development Products Targets will remain in full force and effect in the event of any termination of one or both of the licensessuch license, provided that sublicensee(sSublicensee(s) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with PROTIVA ALNYLAM to the same terms and conditions as in the sublicense agreement. In the event ALNYLAM PROTIVA becomes aware of a material breach of any sublicense by a Sublicensee, ALNYLAM PROTIVA shall promptly notify PROTIVA ALNYLAM of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense.

Sublicense. (a) Any sublicense The License granted by ALNYLAM pursuant in Section 2.1 includes the right of Licensee to Section 4.1 shall be subject grant Sublicenses to third parties other than Affiliates, provided and subordinate to on the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: express condition that (i) a requirement that such Sublicenses shall include, to the extent applicable, an obligation of Sublicensee submit applicable sales or other reports consistent to comply with those required hereunderall rights and obligations due to Licensor pursuant to this Agreement; (ii) an audit requirement similar such Sublicenses shall contain a provision prohibiting the Sublicensee from sublicensing its rights thereunder without first obtaining Licensor’s prior written consent, which shall not be unreasonably withheld and shall be limited to the requirement set forth portion of such Sublicense relating to the compliance with rights and obligations due to Licensor pursuant to this Agreement by the Sublicensee to which rights are sublicensed under such Sublicense (it being understood that Licensor’s consent right shall not extend to specific business and financial terms of any Sublicense, which shall remain subject to Licensee’s consent, in Section 9.5their sole discretion); and (iii) Licensee shall provide Licensor with a requirement that such Sublicensee comply with the confidentiality copy of each Sublicense issued and non-use provisions of Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event of any termination of one or both of the licenses, provided that sublicensee(s) are in compliance with the sublicense agreement (or are in compliance amendment thereto within thirty (30) days of the termination) such Sublicense or amendment, which copy may be redacted to remove sensitive business and agree in writing with PROTIVA financial terms not related to the same terms compliance with the rights and conditions as in the sublicense agreement. In the event ALNYLAM becomes aware obligations due to Licensor pursuant to this Agreement; and (iv) Licensee shall collect and guarantee payment of a material breach of any sublicense by a Sublicenseeall payments due, ALNYLAM shall promptly notify PROTIVA of the particulars of same directly or indirectly, to Licensor from Sublicensees and take summarize and deliver all reasonable efforts reports due, directly or indirectly, to enforce the terms of such sublicenseLicensor from Sublicensees.

Sublicense. Subject to ADCT’s express prior written consent (a) Any not to be unreasonably delayed, conditioned, or withheld), NewCo shall have the right to grant sublicenses under the license granted to NewCo under Section 2.1; provided, that each sublicense granted by ALNYLAM pursuant to Section 4.1 shall be subject and subordinate to a written agreement that is consistent with the terms and conditions of this Agreement and Agreement. Without limiting the foregoing, each sublicense shall contain at least the following terms and conditions consistent conditions: (a) requiring each such sublicensee to protect and keep confidential any Confidential Information of the Parties in accordance with those in Article 10 of this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (iib) an requiring each such sublicensee to assign to NewCo (or, with respect to NewCo IP only, exclusively license to NewCo in a manner that permits NewCo to satisfy its obligations under this Agreement) all NewCo IP and Arising Product IP developed by such sublicensee; (c) providing that ADCT shall have the right to audit requirement similar to the requirement set forth books and records of each such sublicensee in Section 9.5; and (iii) a requirement that such Sublicensee comply accordance with this Agreement. Within [**] days after the confidentiality and non-use provisions of Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event of any termination of one or both of the licenses, provided that sublicensee(s) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with PROTIVA to the same terms and conditions as in the sublicense agreement. In the event ALNYLAM becomes aware of a material breach execution of any sublicense by agreement, NewCo shall provide ADCT with a Sublicensee, ALNYLAM shall promptly notify PROTIVA of the particulars of same true and take all reasonable efforts to enforce the terms complete copy of such sublicensesublicense agreement, which shall be deemed to be NewCo Confidential Information; provided, that NewCo shall have the right to redact any provisions that are solely related to any product that is not a Product. NewCo shall remain directly responsible for all of its obligations under this Agreement. Any sublicensee conduct, act, omission or state of affairs that would have constituted a breach of this Agreement shall be imputed to NewCo and deemed a breach of this Agreement as if such conduct, act, omission or state of affairs had been directly attributable to NewCo. For avoidance of doubt, distributors, resellers, sales representatives, and other channel partners, CROs, and other service providers and subcontractors shall not be deemed to be sublicensees under this Agreement.

Sublicense. Licensee shall have no right to sublicense the Licensed Property except that Licensee shall be permitted to sublicense the Licensed Property to Aquarium Suppliers solely to the extent necessary for such Aquarium Suppliers to assist Licensee in performing Licensee’s obligations under the L&M Agreement or as otherwise expressly permitted by Licensor in writing. Licensee's right to sublicense the Licensed Property to Aquarium Suppliers is subject to the following: (a) Any sublicense granted by ALNYLAM pursuant to Section 4.1 all sublicenses shall be subject non-exclusive, non- transferrable and subordinate non-sublicensable; (b) no sublicense may exceed the scope of rights granted to Licensee under this Agreement; (c) in the event of any expiration or termination of this Agreement, all sublicense rights will automatically terminate effective as of the expiration or termination date of this Agreement; (d) Licensee shall require all sublicensees to agree in writing to be bound by the applicable terms and conditions of this Agreement Agreement; (e) Licensor shall be a third-party beneficiary to the sublicense agreement, with an independent right to enforce the same; (f) all rights and goodwill arising out of use of the Licensed Property by such sublicensees shall contain inure to the sole benefit of Licensor; and (g) Licensee shall be responsible and liable for the acts or omissions of its sublicensees as if such acts or omissions were the acts or omissions of Licensee. Subject to this Section 2.2, the granting of sublicenses shall be in Licensee's sole and exclusive discretion, including with respect to (x) the identity of any sublicensee, (y) the applicable licensee fees or royalty rates, if any, and (z) other terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (ii) an audit requirement similar to the requirement set forth in Section 9.5; and (iii) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event of any termination of one or both of the licenses, provided that sublicensee(s) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with PROTIVA to the same terms and conditions as in the sublicense agreement. In the event ALNYLAM becomes aware of a material breach of any sublicense by a Sublicensee, ALNYLAM shall promptly notify PROTIVA of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense.

Sublicense. (a) Any sublicense granted by ALNYLAM PROTIVA pursuant to Section 4.1 3.3 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 aboveSection 3.6 below. Agreements with any Sublicensee shall contain the following provisions: (ia) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (iib) an audit requirement similar to the requirement set forth in Section 9.5; and (iiic) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article VIII. ALNYLAM PROTIVA shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense the licenses granted to the license granted for ALNYLAM PROTIVA Development Products Targets and will itself pay and account to PROTIVA ALNYLAM for all payments due under such licenses by reason of such sublicense. Sublicenses under the licenses license granted for ALNYLAM to PROTIVA Development Products Targets will remain in full force and effect in the event of any termination of one or both of the licensessuch license, provided that sublicensee(sSublicensee(s) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with PROTIVA ALNYLAM to the same terms and conditions as in the sublicense agreement. In the event ALNYLAM PROTIVA becomes aware of a material breach of any sublicense by a Sublicensee, ALNYLAM PROTIVA shall promptly notify PROTIVA ALNYLAM of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. *Confidential Treatment Requested.

Sublicense. (a) Any LICENSEE shall not have the right to enter into sublicensing agreements for the rights, privileges and licenses granted hereunder without the prior written approval of RTC. Upon such approval, all such sublicense granted by ALNYLAM pursuant agreements shall: contain a statement setting forth the date upon which LICENSEE's exclusive/non-exclusive rights, privileges, and license hereunder shall terminate; and provide that the obligations to Section 4.1 shall be subject and subordinate to the terms and conditions RTC of this Agreement and shall contain terms and conditions consistent with those in be binding upon the sublicensee as if it were a party to this Agreement. LICENSEE further agrees to attach copies of this Agreement to sublicense agreements, except that Paragraph 4.1 to this Agreement, includingRoyalties and Fees, without limitation, may be redacted from the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (ii) an audit requirement similar aforesaid copies to be attached to the requirement set forth in Section 9.5; and (iii) sublicensee agreements if LICENSEE determines it must do so for business purposes. LICENSEE agrees to forward to RTC a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event copy of any termination of one or both of the licenses, provided that sublicensee(s) are in compliance with the and all sublicense agreement (or are in compliance agreements within thirty (30) days of the termination) execution of each such sublicense agreement and agree further agrees to require and to forward to RTC annually a copy of reports received by LICENSEE from its sublicensees during the preceding twelve month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. LICENSEE shall not receive from sublicensees anything of value in writing with PROTIVA to the same terms and conditions as lieu of cash payments in the sublicense agreement. In the event ALNYLAM becomes aware of a material breach of consideration for any sublicense by a Sublicenseeunder this Agreement without the express, ALNYLAM prior written permission of RTC. Upon termination of this Agreement for any reason, RTC, at its sole discretion, shall promptly notify PROTIVA of the particulars of same determine whether LICENSEE shall cancel or assign to RTC any and take all reasonable efforts to enforce the terms of such sublicensesublicenses.

Sublicense. (a) Any LICENSEE shall not have the right to enter into sublicensing agreements for the rights, privileges and licenses granted hereunder without the prior written approval of MSU. Upon such approval, all such sublicense granted by ALNYLAM pursuant agreements shall: contain a statement setting forth the date upon which LICENSEE's exclusive/non-exclusive rights, privileges, and license hereunder shall terminate; and provide that the obligations to Section 4.1 shall be subject and subordinate to the terms and conditions MSU of this Agreement and shall contain terms and conditions consistent with those in be binding upon the sublicensee as if it were a party to this Agreement. LICENSEE further agrees to attach copies of this Agreement to sublicense agreements, except that Paragraph 4.1 to this Agreement, includingRoyalties and Fees, without limitation, may be redacted from the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (ii) an audit requirement similar aforesaid copies to be attached to the requirement set forth in Section 9.5; and (iii) sublicensee agreements if LICENSEE determines it must do so for business purposes. LICENSEE agrees to forward to MSU a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event copy of any termination of one or both of the licenses, provided that sublicensee(s) are in compliance with the and all sublicense agreement (or are in compliance agreements within thirty (30) days of the termination) execution of each such sublicense agreement and agree further agrees to require and to forward to MSU annually a copy of reports received by LICENSEE from its sublicensees during the preceding twelve month period under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. LICENSEE shall not receive from sublicensees anything of value in writing with PROTIVA to the same terms and conditions as lieu of cash payments in the sublicense agreement. In the event ALNYLAM becomes aware of a material breach of consideration for any sublicense by a Sublicenseeunder this Agreement without the express, ALNYLAM prior written permission of MSU. Upon termination of this Agreement for any reason, MSU, at its sole discretion, shall promptly notify PROTIVA of the particulars of same determine whether LICENSEE shall cancel or assign to MSU any and take all reasonable efforts to enforce the terms of such sublicensesublicenses.

Sublicense. (a) Licensee shall not sublicense the right to use any of the Marks without the prior written consent of S-K. Any sublicense granted by ALNYLAM agreement pursuant to Section 4.1 which Licensee grants such sublicense shall be subject contain clauses that (i) obligate the sublicensee to the terms and subordinate conditions of this Agreement, (ii) require the Licensee to remain fully obligated by the terms and conditions of this Agreement and (iii) cause such sublicense to terminate simultaneously with the termination of this Agreement. Licensee shall contain terms provide S-K with a fully executed copy of each such sublicense agreement. Notwithstanding the provisions Of this SECTION 2.4, Licensee may sublicense the right to use the Marks to the Subsidiaries without entering into a written sublicense agreement and conditions consistent with those in without obtaining S-K's prior written consent; PROVIDED, however, that (i) such sublicensees shall be obligated by all provisions of this Agreement, including, without limitation, the requirements of Sections 4.2 and 4.4 above. Agreements with any Sublicensee shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (ii) an audit requirement similar to Licensee shall remain fully obligated and liable under the requirement set forth in Section 9.5; and terms of this Agreement for such sublicensees' use of the Marks, (iii) a requirement that such Sublicensee comply sublicense shall terminate simultaneously with the confidentiality and non-use provisions of Article VIII. ALNYLAM shall assume full responsibility for the performance of all obligations and the observance of all terms herein under a sublicense to the license granted for ALNYLAM Development Products and will itself pay and account to PROTIVA for all payments due by reason of such sublicense. Sublicenses under the licenses granted for ALNYLAM Development Products will remain in full force and effect in the event of any termination of one or both of the licenses, provided that sublicensee(sthis Agreement and (iv) are in compliance with the sublicense agreement (or are in compliance within thirty (30) days of the termination) and agree in writing with PROTIVA to the same terms and conditions as in the sublicense agreement. In the event ALNYLAM becomes aware of a material breach of any sublicense by with a Sublicensee, ALNYLAM particular Subsidiary shall promptly notify PROTIVA of the particulars of same and take all reasonable efforts to enforce immediately terminate consistent with the terms of such sublicensethis Agreement upon that Subsidiary ceasing to be a Subsidiary. Licensee hereby covenants and agrees to immediately terminate any sublicense agreement, pursuant to the terms of that sublicense agreement, upon. a breach thereof by the sublicensee of that sublicense agreement.