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 shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 2.1.1 and Section 2.2.2 to a (i) any Affiliate or Third Party outside of the United States, without the prior written consent of Licensor, (ii) a Qualified Sublicensee [*CONFIDENTIAL*], without the prior written consent of Licensor, and (iii) any other Third Parties [*CONFIDENTIAL*], with Licensor’s prior written consent, not to be unreasonably withheld or delayed (each of (i) through (iii), a “Sublicensee”); provided, howeverwhich sublicenses may include the right of such Sublicensees to grant further sublicenses on terms consistent with this Section 2.3.2 (and any such sub-sublicensees, thatregardless of the number of tiers, shall be a “Sublicensee”). Each sublicense granted by Licensee or its Sublicensees shall be consistent with the terms and conditions of this Agreement. Licensee shall provide Licensor notice of each sublicense promptly after the execution, and prior to any public disclosure, thereof identifying the payment of Sublicensee, the first milestone pursuant to Section 7.2, Licensee may not grant any countries involved and whether 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 advanceSublicensee is being granted the right(s) to LillyDevelop, which shall include a description of Manufacture and/or Commercialize 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 Compound and/or Product. Licensee shall remain responsible for the performance or non-performance of all of its obligations under this Agreement by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunderSublicensees as if such actions or inactions were being taken, or omitted, directly by Licensee and, accordingly, Licensee shall ensure that each of its Sublicensees accepts have such cure rights, if any, as are provided to Licensee hereunder in writing all applicable terms and conditions connection with any such actions or inactions as may constitute a breach 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 Without limiting Licensee’s obligations under this Agreement, and (b) Licensee shall enforce the terms of each Sublicensee is subject to relevant sublicense agreement as Licensee will deem appropriate in the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectivelybest interest of the Product. Licensee hereby expressly waives any requirement that Lilly Licensor exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. For the avoidance of doubt, and notwithstanding the grant of any sublicense A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. with respect to any one or more countries, Licensee will remain directly responsible for all amounts owed to Licensor under this Agreement.

Sublicensees. Licensee Pfizer shall have the full right (but not to grant sublicenses to any sublicensee under all of its rights under the obligation) to sublicense those rights license 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 2.1 or to subcontract its rights as provided under Section 6.6 at any given time during the Term in any part of the Territory; provided however that with respect to 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 subcontract, as applicable, (i) Auxilium shall be notified 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 thereforgranted, the identity of the Third Party sublicensee or subcontractor and the countries involved), and Lilly’s (subject to Section 6.6) Pfizer shall obtain the prior written consentconsent of Auxilium thereto, 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 Pfizer shall ensure that each of its Sublicensees sublicensees and subcontractors accepts in writing and complies with all applicable terms and conditions of this Agreement, and Pfizer shall remain responsible for, and shall guarantee, the performance of its sublicensees and subcontractors hereunder, and (iii) any such sublicense or subcontract 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 of Pfizer’s obligations under this Agreement, and (d) impose on the sublicensee or subcontractor all applicable obligations under 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 or subcontractor from further sublicensingsublicensing or subcontracting. For the avoidance of doubt, (a) Licensee Pfizer will remain directly responsible for all amounts owed to Lilly Auxilium 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 Pfizer hereby expressly waives any requirement that Lilly Auxilium exhaust any right, power or remedy, or proceed against a sublicensee or subcontractor, for any obligation or performance hereunder prior to proceeding directly against LicenseePfizer. ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Sublicensees. Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any 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 (“CRO”) or any Third Parties conducting contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities without activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least twenty (20) 20 Business Days in advance) to LillyLilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the Third Party proposed Sublicensee and the countries involved, and Lilly’s prior written consent, but or (c) a Specified Person. Each Affiliate or other Person to which any such consent shall only be required (i) until such time sublicense is granted is referred to herein 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 a “Sublicensee.” Licensee shall remain responsible for the performance by any each of its SublicenseesSublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunderWithout limiting the foregoing, Licensee shall shall: (x) 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; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within 90 days after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. Each A Sublicensee shall also be prohibited from have the right to grant further sublicensingsublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (ai) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (bii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 2.2.1 and 2.52.4, respectively. Licensee hereby expressly waives any requirement that Lilly Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).

Sublicensees. Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any 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 (“CRO”) or any Third Parties conducting contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities without activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least twenty (20) 20 Business Days in advance) to LillyLilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the Third Party proposed Sublicensee and the countries involved, and Lilly’s prior written consent, but or (c) a Specified Person. Each Affiliate or other Person to which any such consent shall only be required (i) until such time sublicense is granted is referred to herein 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 a “Sublicensee.” Licensee shall remain responsible for the performance by any each of its SublicenseesSublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunderWithout limiting the foregoing, Licensee shall shall: (x) 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; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within [***] after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. Each A Sublicensee shall also be prohibited from have the right to grant further sublicensingsublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (ai) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (bii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 2.2.1 and 2.5(except for CROs or CMOs) 2.4, respectively. Licensee hereby expressly waives any requirement that Lilly Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).

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.

Sublicensees. Licensee shall require that its Sublicensees maintain similar books and records. Licensor shall have and is hereby granted the full right right, to be exercised no more frequently than once in any Semi-Annual Accounting Period, to have Licensee's said books and records examined by a certified public accountant or other representative selected by Licensor for the purpose of verifying the Royalty Statements. Licensee shall permit access to its books and records for the purpose of such examination during the normal hours of business upon receipt of notice from Licensor not less than five (but not the obligation5) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment business days in advance of the first milestone pursuant to Section 7.2requested date of examination. Such examination requested by Licensor shall be made at Licensor's sole cost and expense, Licensee may not grant except that if upon any such sublicense to any contract research organization conducting Clinical Trials examination Licensor shall determine and demonstrate that the amount of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice 's Net Sales as set forth in a Royalty Statement has been understated by more than three (at least twenty (203%) 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 involvedpercent then, and Lilly’s prior written consent, but in 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 hereunderevent, Licensee shall ensure that each reimburse Licensor for the fair and reasonable cost to Licensor of its Sublicensees accepts examination of Licensee's books and records for the period covered by such understated Royalty Statement. Licensee shall procure for Licensor a similar right, to be exercisable no less frequently than once in writing all applicable terms any Semi-Annual Accounting Period, to have the books of each Affiliate and conditions Sublicensee examined for the purpose of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunderverifying Collateral Statements. Each Affiliate and Sublicensee shall also further agree that any such examination requested by Licensor shall be prohibited from further sublicensing. For made at Licensor's sole cost and expense, except that if upon any such examination Licensor shall determine and demonstrate that the avoidance amount of doubt, the Affiliate's or Sublicensee's (aas the case may be) 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 Net Sales as set forth in Sections 2.3.1 a Collateral Statement has been understated by more than three (3%) percent then, and 2.5in such event, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power the Affiliate or remedy, Sublicensee shall reimburse Licensor for the fair and reasonable cost to Licensor of its examination of the Affiliate's or proceed against a subcontractor, Sublicensee's books and records for any obligation or performance hereunder prior to proceeding directly against Licenseethe period covered by such understated Collateral Statement.

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 AstraZeneca shall have not grant sublicenses under any or all of this Agreement in *** without the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”)prior express written consent of Avanir; provided, however, thatno such consent shall be required in the event (i) AstraZeneca demonstrates that pursuant to each such sublicense, prior the reasonably anticipated economic benefits to Avanir will be no less favourable on the whole than if the definition of "Net Sales" had applied equally to the payment gross invoiced amount on sales of the first milestone pursuant to Section 7.2, Licensee may not grant any Licensed Product by Sublicensees under the sublicensing arrangement proposed; (ii) that such sublicense was granted in order to any contract research organization conducting Clinical Trials CONFIDENTIAL TREATMENT REQUESTED satisfy concerns of Products Competition/Anti Trust authorities in *** 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 that a description of the rights sublicence was otherwise compelled to be granted and pursuant to Applicable Law; or (iii) AstraZeneca confirms in writing to Avanir that it will pay royalties to Avanir from the purpose therefor, the identity sublicensing arrangement proposed by applying for such arrangement a definition of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required Net Sales as mentioned under sub-clause (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 sublicenses granted a sublicense by AstraZeneca outside the *** as set forth under sub-clause (ii)), AstraZeneca shall pay to any Commercialization Avanir an amount equal to *** percent (***%) of all sublicensing revenues received by it or its Affiliates from Sublicensees whether comprising license fees, milestone payments, royalties in respect of sales of Licensed Product or Licensed Compound by Sublicensees to Third Parties, or other similar or dissimilar payments in respect of the sublicensing of 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, Agreement and the right to commercialise Licensed Products and Licensed Compounds. All such amounts received by AstraZeneca and its Affiliates upon which Avanir is paid *** percent (b***%) each Sublicensee is subject shall be deemed to be Net Sales for the negative purpose of deciding the Annual Net Sales under Section 10.2 and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives shall be counted before 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 LicenseeNet Sales received by AstraZeneca by other means.

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 Subject to the rights of Astellas under the Astellas License Agreement, CHRP shall have the full right right, upon the approval of NGX to grant sublicenses to Sublicensees under the Patent Rights and/or NGX Know-How to Manufacture, package and have packaged, develop, register, keep, import, offer for sale, sell, have sold, use, market, distribute and/or promote any Product in any country or countries in the Territory, provided that NGX shall not withhold or delay any such approval for economic reasons (but not i) prior to such time as CHRP has received Revenue Interest Payments under the obligation) Financing Agreement in an amount equal to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); 1.75 times the Revenue Investment Advance, provided, however, thatthat CHRP shall act in good faith to maximize the Revenue Interest (both during the term of this Agreement and thereafter) derived from such sublicense; (ii) after such time as CHRP has received Revenue Interest Payments under the Financing Agreement in an amount equal to [***] the Revenue Investment Advance, prior if the economics in consideration with such sublicense are reasonable taking into consideration all relevant factors including CHRP’s and NGX’s respective interest in the Revenue Interest generated therefrom; provided that in all events each Sublicensee shall be responsible for and reimburse NGX for any and all amounts due by NGX to Third Parties in consideration of any rights to the payment NGX Know-How or Patent Rights as a result of the first milestone pursuant grant to Section 7.2or exercise of by or under authority of such Sublicensee (including amounts due by NGX to LTS under the LTS Agreement and UC under the UC License Agreement) and (iii) any other obligations of NGX thereunder is no more onerous on NGX and materially similar to those set forth in the Astellas License Agreement with respect to Astellas. For clarity, Licensee may unless NGX otherwise agrees (such agreement not grant to be unreasonably withheld or delayed) any such sublicense shall (a) be pursuant to any contract research organization conducting Clinical Trials a written agreement (each, a “Sublicense Agreement”) that includes the provisions materially similar to the provisions of Products Sections 2.6 (No Modifications to the Product), 2.7.1 – 2.7.3 (Competitive Products; Astellas, for the Exclusivity Period and scope described therein), 2.7.8 (Ex-Territory; No Exploitation except as Licensed), 4.3 (Extraterritorial DPR), 4.4 (Existing NGX Third Party Royalties), 4.5 (Discounting), 4.6 (Royalty Reports), 5.1 (with references to “JSC” meaning the JSC as established by NGX and CHRP hereunder and references to “Existing Product” replaced by “each Product”), 8 (Commercialization), 10 (Payments; Book and Records), 11 (Intellectual Property), 12 (Trademarks), 13 (Confidentiality), 15 (Liability), 16 (Indemnification), 17 (Term and Termination), 18 (Effect of Expiration or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice Termination), 19 (at least twenty Dispute Resolution) and 20 (20Miscellaneous) Business Days of the Astellas License Agreement with the applicable Sublicensee in advanceplace of Astellas in such provisions, (b) to Lilly, which shall include a description provision materially similar to Section 2.3.2 hereof with the applicable Sublicensee in place of CHRP, (c) otherwise consistent with 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 assignment to Lilly under this Agreement, NGX upon expiration hereof as provided in Section 2.5.3 below and (bd) each Sublicensee is subject NGX shall be either a (I) signatory thereto or (II) a named and intended third party beneficiary thereof, in either case with the right to enforce the negative terms and restrictive covenants set forth conditions thereof 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 Licenseeconsultation with CHRP.

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 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.