Common use of Sublicenses Clause in Contracts

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination Merck shall have the right to sublicense ([…***…]) any or all of this CCPS Agreement will not automatically terminate any sublicense the licenses granted by Celgene pursuant to Section 10.3 for Commercialization rights Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a non-Affiliated SublicenseeThird Party that encompasses material Commercialization of Program Nanobody(ies), provided Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (ito the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) such Sublicensee in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not then an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (a) in material breach of any provision of this CCPS Agreement or (b) in material breach not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the applicable sublicense agreement or otherwise in breach of such sublicense agreement relevant activities by the sublicensee in a manner that would give rise be reasonably expected to a right result in their timely and successful completion of termination on such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the part performance of Celgenesuch activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) power or remedy, or proceed against such sublicensee for Celgene’s failure to fulfill its payment obligations any obligation or performance hereunder, such Sublicensee agrees prior to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely proceeding directly against Merck with respect to the Bluebird Licensed IP, prior to termination sublicense. Merck shall ensure compliance with the applicable terms of this CCPS Agreement (to the extent applicable to sublicensees) by its sublicensee, including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the Bluebird Licensed IP)foregoing, (iv) such Sublicensee will pay to Bluebird all amounts the extent that Celgene would have been Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to pay assign rights to Bluebird hereunder any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) the terms and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope conditions of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this , including Section 17.4(b)7.1.

Sublicenses. A termination Licensee may not sublicense any of this CCPS Agreement will not automatically terminate any sublicense its rights under the licenses granted by Celgene to it pursuant to Section 10.3 for Commercialization rights with respect this Agreement except to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach Affiliates of any provision of this CCPS Agreement such Licensee, or (b) other Persons providing services for the benefit of Licensee in material breach connection with the businesses, products and services of Licensee that are covered by the applicable licenses granted herein (each such other Person, a “Third Party Sublicensee” and, together with the Affiliates described in clause (a), a “Sublicensee”). Each permitted sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right Third Party Sublicensee shall be granted pursuant to a written agreement which at all times (i) is subject to, and consistent with, the terms and conditions of termination on the part of Celgenethis Agreement, and (ii) if Bluebird terminates includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP licensed to such Licensee at least as protective of Licensor as the provisions of this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunderAgreement. In addition, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under without limiting the sublicenseforegoing, (iii) Bluebird will Licensee shall have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Dategrant distribution and resale rights to distributors, with all the rights that Celgene had under such sublicense, in each case solely with respect to the Bluebird Licensed IP, prior to termination extent necessary in connection with the distribution and resale of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from products and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included services within the scope of the applicable license granted to such Licensee (collectively, “Distributors”), in each case pursuant to a written agreement which at all times (A) is subject to, and consistent with, the terms and conditions of this CCPS Agreement, and (B) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP at least as protective of Licensor as the provisions of this Agreement. Celgene will include Without limiting the foregoing, Licensee shall have the right to grant customer and end-user rights in connection with such customer’s and end-user’s use of products and services in accordance with this Agreement. For clarity, granting a sublicense, or distribution and resale rights, shall not relieve Licensee of any sublicense agreement executed after obligations hereunder and Licensee shall cause all of its Sublicensees to comply, and shall be jointly and severally responsible and liable hereunder for all Sublicensees’ and Distributors’ compliance, with all terms and conditions hereof applicable to Licensee, including the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)use restrictions and confidentiality obligations, and all terms and conditions of such sublicense.

Sublicenses. A COMPANY shall have the right to grant sublicenses under its license grant as described in Section 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. The terms of any sublicense agreement shall not contradict the terms of this AGREEMENT and shall include (at least) the following provisions: prohibiting any use of THE PARTIES’s names, requiring indemnification of THE PARTIES, requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY will not grant or amend any sublicense under PATENT RIGHTS unless it first submits a full and complete draft of any such proposed sublicense or amendment (as the case may be) to THE PARTIES and then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of any sublicense agreement or amendment within thirty (30) days of execution thereof by COMPANY. Upon termination of this CCPS Agreement will not automatically terminate for any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicenseereason, provided that (i) such Sublicensee is existing sublicenses of the PATENT RIGHTS, if not then (a) in material breach of any provision of this CCPS Agreement or (b) breach, shall remain in material breach full force and effect, with the effect that THE PARTIES shall be substituted in place of the applicable sublicense agreement COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to SUBLICENSEE for any actual or otherwise in alleged breach of such sublicense agreement by COMPANY, nor shall THE PARTIES be obligated to accept any provisions in a manner the sublicense that would give rise conflicts with the rights granted by THE PARTIES to a right the COMPANY, nor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for CelgeneTHE PARTIES’s failure to fulfill its payment legal obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such other sublicense executed after the CCPS Agreement Effective Dategranted by COMPANY, with all the rights or by applicable federal, state or local statute or regulations or that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)violate THE PARTIES policies.

Sublicenses. A COMPANY shall have the right to grant sublicenses under its license grant as described in Section 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. The terms of any sublicense agreement shall not contradict the terms of this AGREEMENT and shall include (at least) the following provisions: prohibiting any use of THE PARTIES’s names, requiring indemnification of THE PARTIES, requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY will not grant or amend any sublicense under PATENT RIGHTS unless it first submits a full and complete draft of any such proposed sublicense or amendment (as the case may be) to THE PARTIES and then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of any approved sublicense agreement or amendment within thirty (30) days of execution thereof by COMPANY. Upon termination of this CCPS Agreement will not automatically terminate for any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicenseereason, provided that (i) such Sublicensee is existing sublicenses of the PATENT RIGHTS, if not then (a) in material breach of any provision of this CCPS Agreement or (b) breach, shall remain in material breach full force and effect, with the effect that THE PARTIES shall be substituted in place of the applicable sublicense agreement COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to SUBLICENSEE for any actual or otherwise in alleged breach of such sublicense agreement by COMPANY, nor shall THE PARTIES be obligated to accept any provisions in a manner the sublicense that would give rise conflicts with the rights granted by THE PARTIES to a right the COMPANY, nor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for CelgeneTHE PARTIES’s failure to fulfill its payment legal obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such other sublicense executed after the CCPS Agreement Effective Dategranted by COMPANY, with or by applicable federal, state or local statute or regulations or that violate any or all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)THE PARTIES’ policies.

Sublicenses. A termination of The License granted to RedHill under this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that is Sublicensable (i) such Sublicensee is not then (aand further Sublicensable) in material breach whole or in part, to third parties in arms length transactions. For the avoidance of doubt, RedHill shall, subject to the license grant provided herein, be entitled to conduct or to perform any activity in respect of the Product by means of any provision third party sub-contractor, and such conduct shall not be considered to be a grant of this CCPS Agreement or (b) in material breach a Sublicense hereunder. RedHill shall give IntelGenx written notice of any intended Sublicense, including the name of the applicable sublicense Sublicensee and the material terms thereof. IntelGenx shall have 30 days (or such shorter period as is reasonably specified by RedHill to address the exigencies of an agreement or otherwise in breach negotiation with a Sublicensee) to deliver a notice that it does not approve the proposed Sublicense. In the event IntelGenx notifies RedHill that it does not approve the proposed Licensee the matter shall be presented to the Steering Committee for resolution and the provisions of Section 5.7 shall be applicable. If IntelGenx does not deliver a notice of disapproval within such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene30 day period, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will then RedHill shall have the right to step into execute the role Sublicense with the Sublicensee. IntelGenx agrees that it cannot unreasonably withhold, delay or condition approval to any proposed Sublicense hereunder. Any sublicense by the Parties of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had granted to such Party under such sublicense, solely this Agreement shall be consistent with respect to the Bluebird Licensed IP, prior to termination terms of this CCPS Agreement, shall contain provisions necessary to effectuate the terms of this Agreement (including and shall include an obligation for the Sublicensee to comply with obligations similar to those of this Agreement. However, in the event that IntelGenx and RedHill enter into a [****] Agreement, RedHill will not have the right to receive any payments to Celgene grant sublicenses and all sublicenses granted by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)RedHill shall terminate.

Sublicenses. A termination of 3.1. LICENSEE shall have the right to grant sublicenses to SUBLICENSEES under this CCPS Agreement will only with XXXXXXX’x prior written consent, which shall not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights be unreasonably withheld. LICENSEE shall provide MOFFITT with respect to a nonfinal, un-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach redacted copy of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, thirty (ii30) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect days prior to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date execution of the termination sublicense agreement, and a copy of this CCPS Agreement solely with respect to each full executed sublicense agreement within thirty (30) days of the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival final execution of such sublicense will agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not result diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article 3. For the avoidance of doubt, LICENSEE shall also include provisions in an imposition all sublicenses to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any additional of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations on hereunder and for the part performance of Bluebird that are not included within the scope its SUBLICENSEE (including without limitation, making all payments due to MOFFITT by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this CCPS Agreement. Celgene will include LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)without XXXXXXX’X prior written permission.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill NewLink and its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Affiliates shall have the right to step into grant sublicenses to third parties (each, a “Sublicensee”) under the role LIMR Technology and Patent Rights (with the further rights to sublicense) for all purposes including to research, develop, make, have made, use and sell the Licensed Products. Such sublicenses shall be in writing and expressly subject to the terms of Celgene as sublicensor this Agreement, and shall not grant rights under the Patent Rights that exceed the scope of the rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the Patent Rights or LIMR Technology or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. Upon termination of this Agreement in compliance with the notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effectand be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and he applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, agreement which obligation accrued prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation], the subsublicensee may sell all Licensed Products in its inventory and [complete Licensed Products in the process of manufacture at the time of such termination of this CCPS Agreement solely with respect and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the Bluebird Licensed IP), sublicensor thereunder and provides one or more accountings of all such sales to LIMR (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicenseewithin thirty (30) days of LIMR’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) request therefore and (vii) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed thirty days after the CCPS Agreement Effective Date that relates solely last such sale, such accountings to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)be certified as true, complete and correct by such sublicensee’s chief financial officer.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill NewLink and its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Affiliates shall have the right to step into grant sublicenses to third parties (each, a “Sublicensee”) under the role LIMR Technology and Patent Rights (with the right to further sublicense) for all purposes including to research, develop, make, have made, use, sell, offer for sale, and import the Licensed Products. Such sublicenses shall be in writing and expressly subject to the terms of Celgene as sublicensor this Agreement, and shall not grant rights under the Patent Rights that exceed the scope of the rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the Patent Rights or LIMR Technology or the royalties, revenue or consideration thereunder or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. If LIMR has requested copies of the Agreement, New Link shall automatically provide copies of any amendments in existence at the time of the request and subsequently at the time such amendments are entered into. Upon termination of this Agreement in compliance with the notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effect and be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and the applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, agreement which obligation accrued prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation, the subsublicensee may sell all Licensed Products in its inventory and complete Licensed Products in the process of manufacture at the time of such termination of this CCPS Agreement solely with respect and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the Bluebird Licensed IP), sublicensor thereunder and provides one or more accountings of all such sales to LIMR (iv1) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicenseewithin thirty (30) days of LIMR’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) request therefore and (vii) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed thirty (30) days after the CCPS Agreement Effective Date that relates solely last such sale, such accountings to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)be certified as true, complete and correct by such sublicensee’s chief financial officer.

Sublicenses. A Any sublicense by COMPANY shall be to a Sublicensee that agrees in writing to be bound by substantially the same terms and conditions of this Agreement, excluding financial terms and conditions, or such sublicense shall be null and void. Sublicenses granted by COMPANY hereunder may be transferable, including by further sublicensing, delegatable or assignable. COMPANY will notify MAYO within [***] after the grant of any Sublicense and provide MAYO with a copy of each sublicense agreement promptly after execution; provided such Sublicense may be redacted to delete any terms that are not material to compliance with this Agreement. COMPANY is responsible for the performance of all Sublicensees as if such performance were carried out by COMPANY itself, including the payment of any royalties or other payments provided for hereunder triggered by such Sublicense, regardless of whether the terms of any sublicense require that Sublicensee pay such amounts (such as in a fully paid-up license) to COMPANY or that such amounts be paid by the Sublicensee directly to MAYO. Each sublicense agreement shall name MAYO as a third party beneficiary; provided, MAYO may only exercise its rights as a third party beneficiary if COMPANY has failed to take steps to correct any breach by a Sublicensee identified by MAYO. COMPANY shall not grant any fully-paid up, royalty-free or exclusive sublicenses without MAYO’s prior written consent; provided, COMPANY and its Sublicensees may grant sublicenses, with MAYO’s consent, to third parties performing contract services on behalf of the COMPANY with regard to Licensed Products, e.g, pre-clinical toxicology, manufacturing, clinical trial conduct, etc. In the event of any termination of this CCPS Agreement will not automatically terminate Agreement, any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided Sublicensee that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will shall have the right to step into the role of Celgene as sublicensor under any such retain its sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Patent Rights, Know How and Licensed IPMaterials by providing notice to MAYO, prior and in such event any Sublicensee shall pay directly to termination of this CCPS Agreement (including the right MAYO any amounts that would be due to receive any payments to Celgene MAYO from COMPANY hereunder for activities conducted by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination From the Effective Date, Processa shall have the right to grant sublicenses under the licenses to Ocuphire Intellectual Property and Ocuphire’s interest in the Joint Intellectual Property granted to Processa under Section 2.1(a) to its Affiliates and to Third Parties; provided that Ocuphire provides its prior written consent to such sublicense, such consent not to be unreasonably withheld, conditioned or delayed, except that a sublicense to an Affiliate shall not require Ocuphire’s consent for so long as such Affiliate remains an Affiliate of Processa; provided, further, that any such sublicense shall be consistent with, and subject to, all applicable terms and conditions of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant Agreement, and Processa shall remain responsible for the performance of its obligations under this Agreement, regardless of whether Processa may have delegated those obligations to Section 10.3 for Commercialization its Sublicensee or Affiliate. Each agreement with each Sublicensee must include grants of rights sufficient to enable Processa to grant substantially the rights set forth in Sections 11.7(c) through 11.7(e) with respect to a non-Affiliated Sublicensee, provided that (i) all Know-How and Patent Rights (including all applicable pre-clinical and clinical data, including pharmacology and biology data; Manufacturing documents and materials; and Manufacturing technologies) Controlled by such Sublicensee during the Term and used by such Sublicensee in the Development, Manufacture or Commercialization of any Compound or Product (collectively, “Sublicensee Intellectual Property”); (ii) all filings with Regulatory Authorities in the Territory relating to Compounds and Products and Regulatory Approvals relating to Compounds and Products held by such Sublicensee, including related correspondence with Regulatory Authorities; (iii) all Manufacturing agreements to which such Sublicensee is not then a party that are related to Compounds or Products; (aiv) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role inventory of Celgene Compounds and Products existing as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) applicable date; and (v) all trademarks owned by such Sublicensee and used solely in connection with the survival Products, along with all associated goodwill. Without limiting the foregoing, Processa shall, within thirty (30) days after granting any sublicense, notify Ocuphire of the grant of such sublicense will not result in an imposition and provide Ocuphire with a copy of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any such sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)agreement.

Sublicenses. A termination OST shall have the right to grant sublicenses of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant the rights licensed to it under Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee5.1, provided that (i) such Sublicensee is not then as applicable, solely as follows: (a) in material breach connection with Development and regulatory activities related to Studies for the First Indication, to COG and to other Third Parties who are either approved by an authorized representative of any provision of this CCPS Agreement Advaxis in writing or identified in Exhibit B attached hereto; (b) in material breach connection with manufacture and testing of Licensed Products, to Third Parties who are either approved by an authorized representative of Advaxis in writing or identified in Exhibit B attached hereto; or (c) in connection with any other Development and commercialization activities, to any Affiliate or other Third Parties who are approved by an authorized representative of Advaxis in writing. Without limiting the applicable sublicense agreement foregoing, Advaxis may (i) and revise the Third Parties identified in Exhibit B at any time or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates withhold its approval to sublicense, in each case ((i) and (ii)), where Advaxis has a reasonable concern with the capability, experience and resources of the proposed sublicensee to perform the activities set forth in the foregoing Sections 5.3(a), (b) and (c) or comply with the terms of this CCPS Agreement pursuant (including enabling OST to comply with its obligations under this Agreement) or where the proposed sublicensee has a reputation for failing to manufacture products in accordance with GMP or otherwise comply with applicable law. Notwithstanding the foregoing, OST recognizes that any sublicensing of Advaxis Technology licensed from Penn will require Penn’s consent, and subject to Section 17.2(a) 9.1(d), Advaxis will use Commercially Reasonable Efforts to obtain Penn’s consent for Celgene’s failure to fulfill its payment obligations hereunderany sublicenses that meet the applicable requirements as promptly as possible. If Penn grants such consent, such Sublicensee OST hereby agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under it shall require in any such sublicense executed after that its sublicensee be subject to all terms and conditions of the CCPS Penn Agreement Effective Dateapplicable to a “sublicensee” thereunder. Further, with OST shall remain primarily liable to Advaxis for all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of OST’s duties and obligations contained in this Agreement and any act or omission of any of its sublicensees which would be a breach of this CCPS Agreement (including the right if performed by OST shall be deemed to receive any payments to Celgene be a breach by such Sublicensee that accrue from and after the date of the termination OST of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A (i) Any sublicense agreement(s) entered into under Section 2.4 of this Agreement for the purpose of the development and commercialization of any drug or products (each, a “Sublicense”) in effect as of the effective date of termination of this CCPS Agreement will not automatically shall terminate any sublicense granted (the “Termination Date”), and such Sublicensee shall, at its option by Celgene pursuant providing written notice of its election to Section 10.3 for Commercialization rights with respect do so within forty-five (45) days following the Termination Date, be a direct licensee under and subject to the terms and conditions of this Agreement as if a non-Affiliated Sublicenseesignatory hereto, provided that that: (i) such Sublicensee is not then (a) in material breach the payment terms of any provision the direct license will be those of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, Agreement; (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such the Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely is in good standing with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including Sublicense and was not itself the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date cause of the termination of this CCPS Agreement solely with respect Agreement; (iii) the rights granted to the Bluebird Licensed IP), Sublicensee shall be subject to the field restrictions and other limitations under the Sublicense as if fully set forth herein; (iv) Enumeral and Sublicensee shall negotiate in good faith regarding the choice of law jurisdiction for such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and direct license; (v) the survival of such sublicense will not result in an imposition of any additional obligations diligence requirements on the part of Bluebird such Sublicensee for the development of any product under the Sublicense Agreement shall continue in addition to any diligence requirements under this Agreement; (vi) such Sublicensee has expressly agreed to abide by this provision and assume the obligations under this Agreement; and (vii) such direct license between Enumeral and the Sublicensee shall not place any additional obligations or restrictions (including but not limited to representations, warranties, or liabilities) on Enumeral that are not included within the scope of in this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date or that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its are beyond Enumeral’s obligations to Bluebird under this Section 17.4(b)Agreement without the prior written consent of Enumeral. By accepting such direct license, such Sublicensee releases Enumeral from any claim or liability whether actual or contingent under any agreement with Pieris.

Sublicenses. A termination Affiliates of Licensee shall have no licenses under this Agreement unless Licensee grants a sub-license to such Affiliates. Licensee may only sublicense to its Affiliates or other parties to the extent reasonably necessary for the development and commercialization of Licensed Products in accordance with this Agreement. Each Sublicensee must be subject to a written sublicense agreement. Such sublicenses shall contain terms, conditions, obligations and other restrictions that are consistent with those in this Agreement. For the purposes of compliance with this Agreement, Licensee shall be responsible to ensure that its Sublicensees comply with the terms of this CCPS Agreement will not automatically terminate any Agreement, and accordingly, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. Sublicensees who have received a direct sublicense granted from Licensee under this Article 2 may grant further sublicenses (without further rights to sublicense) solely for the purpose of developing, manufacturing and/or commercializing, in collaboration with Licensee, Licensed Products developed and/or commercialized in material part by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) Licensee or EndoChem. Any such Sublicensee is not then sublicense (a) shall not be granted on a stand-alone basis, where the term "standalone" means that a sublicense is granted to an entity for the development, manufacture or commercialization of Licensed Products without EndoChem or Licensee or any such direct Sublicensee participating or having participated in the development or commercialization of Licensed Products in material breach part (i.e., without Licensee or EndoChem or any such direct Sublicensee having incurred more than ******** dollars ($*****) in costs related to the development, manufacture or commercialization of any provision of this CCPS Agreement or Licensed Products); (b) shall not allow for further sublicensing of any such rights; and (c) shall be subject to the terms and conditions herein. For the avoidance of doubt, Licensee and any permitted Sublicensee can engage independent contractors such as manufacturers, clinical trial organizations, and work-for-hire research laboratories (such as those who conduct assays on a fee for service basis) so long as the work conducted by such entities is being conducted on Licensee's or such Sublicensee's behalf and such contracting entity does not receive rights to develop, manufacture, use or commercialize Licensed Products outside of, or after it completes, its services. Licensee shall require appropriate reporting from all Sublicensees to establish all amounts owed hereunder, and shall make such reports available to EndoChem. Licensee shall require all Sublicensees to comply with the audits and obligations set forth in material breach Section 6.7 as if they were Licensee and to submit to Licensee progress reports and financial reports consistent with this Agreement. Licensee shall make all of the applicable sublicense agreement or otherwise foregoing reports available to EndoChem. Licensee understands and agrees that EndoChem may provide the information in breach of such sublicense agreement these reports to UC, in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities accordance with EndoChem's reporting requirements under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene UC Agreement. Licensee shall require that Sublicensees indemnify UC as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination provided for in Section 11 of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A Mallinckrodt shall have the right to grant sublicenses, through multiple tiers of sublicenses, under the licenses granted in Section 4.1 to Sublicensees; provided that any such sublicenses shall (a) be in writing, (b) be consistent with the terms and conditions of this Agreement, and (c) require the applicable Sublicensee to comply with all applicable terms of this Agreement. Mallinckrodt shall be responsible for the performance of any Sublicensee as if such Sublicensee was “Mallinckrodt” hereunder. Each sublicense granted by Mallinckrodt to any rights licensed or granted will terminate immediately upon the termination of the license from Silence to Mallinckrodt with respect to such rights; provided, however, that with respect to any such Sublicensee that has rights to Commercialize a Licensed Product, then, unless such Sublicensee caused a breach of this Agreement that resulted in its termination, effective upon termination of this CCPS Agreement Agreement, Silence will not automatically terminate any grant such Sublicensee such rights under the Silence Background IP, Silence Research IP, and Silence’s interest in the Joint Research IP consistent with the scope of the sublicense under such rights granted by Celgene pursuant Mallinckrodt to Section 10.3 for Commercialization rights with respect such Sublicensee to enable such Sublicensee to wind-down such activities in a non-Affiliated commercially reasonable manner and, upon the written request of such Sublicensee, provided that (i) will consider in good faith assuming such Sublicensee’s agreement with Mallinckrodt or entering into a license agreement with such Sublicensee is not then (a) under terms and conditions that are substantially similar, in all material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise respects, to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result those of such Sublicensee’s activities under the sublicenseagreement with Mallinckrodt, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by extent such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that terms are not included within the scope of the subject matter of this CCPS Agreement. Celgene will include in any sublicense Agreement and provided that Silence’s obligations under such agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges would not be greater than its obligations to Bluebird under this Section 17.4(b)Agreement.

Sublicenses. A Except as expressly permitted hereby, Licensee shall not have the right to sublicense all or any portion of the License granted hereby without obtaining Licensor's prior written consent. Notwithstanding the foregoing, Licensee shall have the right, without obtaining Licensor's consent, to grant sublicenses of any or all rights granted to Licensee by Licensor hereunder to (i) Affiliates, or (ii) any other entity so long as Licensee shall exercise and maintain managerial control over all Restaurants owned by such entity substantially in the manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a "Sublicensee"). Each sublicense will contain the provisions set out in this Agreement as the last sentence of this paragraph, subparagraph 6(b), subparagraphs 15(e) through (k) below and provisions (a) confirming Licensor's ownership of the Marks and Associated Rights which are the subject of the sublicense, (b) declaring that the sublicense will be deemed automatically assigned by Licensee to Licensor upon any lawful termination of this CCPS Agreement (provided, however, that Licensor shall have the option, to be exercised within fifteen (15) days of such termination, to reject such sublicense by notice to the Sublicensee), (c) requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement and to maintain the operating and quality standards prescribed herein, (d) giving Licensor the right to determine directly whether or not such operating and quality standards are being maintained, and (e) prohibiting further sublicensing of the rights granted under the sublicense except in compliance with the terms and provisions of this paragraph. Licensee will take all appropriate steps to exercise quality control over the goods and services provided by each Sublicensee in order to ensure that the operating and quality standards required by this Agreement are being maintained. Notwithstanding anything to the contrary contained herein, Licensor shall not automatically have the right to terminate this Agreement or the License granted hereby for any sublicense granted default which may arise hereunder by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that reason of the acts or omissions of any Sublicensee so long as (i) Licensee shall use its best efforts to cause such Sublicensee is not then (a) in material breach of any provision to comply with the applicable terms and conditions of this CCPS Agreement or (b) in material breach of and to maintain the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneoperating and quality standards prescribed herein, and (ii) if Bluebird terminates this CCPS Agreement pursuant such efforts fail to Section 17.2(a) for Celgene’s failure cause the Sublicensee to fulfill its payment obligations hereundercomply with such terms and conditions or maintain such standards within a reasonable time period not to exceed ninety days, such Sublicensee agrees Licensee shall immediately terminate or cause to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under be terminated the applicable sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A KHK (or its Affiliates) shall be permitted to sublicense the rights granted to it hereunder, subject to the prior written consent of Syndax, which shall not be unreasonably withheld, conditioned or delayed. KHK, however, acknowledges that any of its sublicenses under the Syndax Patents licensed to Syndax from Bayer will require the prior written consent of Bayer, which shall not be unreasonably refused and which Syndax will use Commercially Reasonable Efforts to obtain, but Syndax shall not be liable to KHK if Bayer fails to provide such consent. KHK and the applicable Sublicensee shall document each such sublicense in writing, and the terms of the written sublicense shall be consistent with this Agreement. Without limiting the generality of the foregoing, each such written sublicense shall (a) require the applicable Sublicensee to comply with the terms of this Agreement; (b) require that, upon a termination of such sublicense, the Sublicensee must assign to KHK, and provide to KHK full copies of, all Regulatory Approvals and INDs, NDAs and other similar regulatory filings that relate to Products and/or Compounds and are owned or Controlled by such Sublicensee, (such that KHK will be able to, pursuant to Section 13.5.3, assign to Syndax, and provide Syndax with full copies of, all such Regulatory Approvals and regulatory filings upon termination of this CCPS Agreement Agreement); and (c) explicitly state that such sublicense will not automatically immediately terminate any sublicense granted by Celgene pursuant to Section 10.3 upon termination of this Agreement. KHK shall be responsible for Commercialization rights its Sublicensee’s *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. actions and omissions with respect to this Agreement. Promptly after the execution of each written sublicense agreement, KHK shall provide to Syndax a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach true and complete copy of such sublicense agreement in a manner agreement; provided, however, that would give rise any financial or other information may be redacted to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant extent not applicable to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such the Sublicensee’s activities under compliance with this Agreement. Syndax shall be permitted to provide such redacted copy to Bayer in confidence. Notwithstanding the sublicenseforegoing, (iii) Bluebird will have the right KHK shall be permitted to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all to its Affiliates the rights that Celgene had under such sublicense, solely with respect granted to it hereunder without obtaining the Bluebird Licensed IP, prior to termination consent of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Syndax.

Sublicenses. A termination S&N may grant to any Affiliate of this CCPS Agreement will not automatically terminate any S&N a sublicense of the license granted by Celgene pursuant to S&N under Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee2.1.1 without the prior consent of Nucryst, provided that (i) there is and continues to be throughout the term of the sublicense an enforceable sublicense agreement between S&N and any such Sublicensee is not then (a) in material breach of any provision Affiliate wherein such Affiliate agrees to be bound by the provisions of this CCPS Agreement or (b) in material breach relating to the use and safeguarding of the applicable sublicense agreement or otherwise licensed technology including the confidentiality provisions in breach Article 7. S&N shall be responsible for diligently enforcing the provisions of such sublicense agreement and for the acts and omissions of each such Affiliate and such acts and omissions shall be regarded for the purposes of this Agreement as the acts and omissions of S&N. No such S&N Affiliate shall grant any further license of such licensed technology to any other Person nor assign its rights to any other Person, except in a manner that would give rise either case, to a right of termination another S&N Affiliate on the part terms and conditions specified in this Section 2.2. Any distributors retained by S&N to distribute Products, to the extent they require a sublicense of Celgeneany marketing or Sales rights granted to S&N under Section 2.1.1 of this Agreement, shall, for the purposes of this Section 2.2., be regarded as Affiliates of S&N and the provisions hereof shall apply accordingly. Further, S&N may not grant sublicenses of the license granted to S&N under Section 2.1.1 to any other Person without the prior written consent of Nucryst (ii) if Bluebird terminates this CCPS Agreement pursuant such consent not to Section 17.2(a) for Celgene’s failure be unreasonably withheld), and provided that there is and continues to fulfill its payment obligations hereunder, be throughout the term of the sublicense an enforceable sublicense agreement between S&N and such Sublicensee Person wherein such Person agrees to be bound by the provisions of this Agreement relating to the use and does pay to Bluebird all outstanding amounts that accrued as a result safeguarding of the licensed technology including the confidentiality provisions in Article 7. No such Person shall grant any further license of such Sublicensee’s activities under licensed technology to any other Person nor assign its rights to any other Person. S&N shall be responsible for diligently enforcing the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival provisions of such sublicense will not result in an imposition agreement and for the acts and omissions of any additional obligations on its permitted sublicensees and such acts and omissions shall be regarded for the part of Bluebird that are not included within the scope purposes of this CCPS Agreement. Celgene will include in any sublicense agreement executed after Agreement as the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).acts and omissions of S&N.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant Subject to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee2.4.1, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Licensee shall have the right to step into grant sublicenses (or further rights of reference), through multiple tiers of sublicensees, under the role licenses and rights of Celgene reference granted in Section 2.1, to its Affiliates and other Persons; provided that any such sublicenses shall be (i) subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except Licensee may grant a sublicense to an Affiliate with notice but without consent provided that such a sublicense shall terminate automatically in the event that such Affiliate ceases to be an Affiliate of Licensee; and (ii) consistent with, and expressly made subject to, the terms and conditions of this Agreement. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement, as sublicensor under if such Sublicensee were a Party to this Agreement. Licensee hereby (x) guarantees the performance of its Affiliates and permitted Sublicensees that are sublicensed as permitted herein and the grant of any such sublicense executed after the CCPS Agreement Effective Dateshall not relieve Licensee of its obligations under this Agreement, with all the rights that Celgene had under such sublicense, solely with respect except to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene extent they are satisfactorily performed by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (vy) the survival waives any requirement that AstraZeneca exhaust any right, power or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement prior to proceeding directly against Licensee. A copy of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed by Licensee shall be provided to AstraZeneca within [* * *] days after its execution; provided that the CCPS Agreement Effective Date that relates solely financial terms of any such sublicense agreement to the Bluebird Licensed IP extent not pertinent to an understanding of a provision in which said Sublicensee acknowledges its Party’s obligations to Bluebird or benefits under this Section 17.4(b).Agreement may be redacted. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406

Sublicenses. Strata shall have the right to sublicense rights granted in Section 3.1 to its Affiliates. Strata shall cause its Affiliates to comply with and be bound by those terms and conditions of Strata under this Agreement that by their terms are intended to obligate Strata or its Affiliates commercializing the Product as permitted hereunder, including Section 3.4, Section 3.5, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11 (excluding however Section 11.1), Article 12 and Section 14.5. Notwithstanding the foregoing, Strata shall remain primarily responsible for complying with such applicable terms and conditions. A termination breach by any such Affiliate of any such obligation shall constitute a breach by Strata of this CCPS Agreement will not automatically terminate and shall entitle Micrologix to exercise its rights hereunder, in addition to any other rights and remedies to which Micrologix may be entitled. Strata shall also have the right to sublicense rights granted by Celgene pursuant in Section 3.1 to Section 10.3 for Commercialization rights Third Parties, subject to the following: Strata shall give Micrologix prompt notice of the execution of any sublicense. Within ten (10) calendar days after execution of a sublicensing agreement, Strata shall provide Micrologix with respect to a non-Affiliated Sublicensee, copy thereof (provided that (i) Strata shall be permitted to redact the financial terms and other confidential information in such Sublicensee is not then (a) agreement). Each sublicense shall contain covenants by the sublicensee for such sublicensee to observe and perform materially the same terms and conditions as those set out for Strata in this Agreement to the extent applicable. In the event Strata grants sublicenses to others to sell Product, such sublicenses shall include an obligation for the sublicensee to account for and report its Net Sales on the same basis as if such sales were Net Sales by Strata, and Micrologix shall receive royalties from Strata in the same amounts as if the Net Sales of the sublicensee were Net Sales of Strata. In the event that Strata becomes aware of a material breach of any provision such sublicense by the sublicensee, Strata shall promptly notify Micrologix of the particulars of same and use its Commercially Reasonable Efforts to enforce the terms of such sublicense. Upon the request of Micrologix, Strata shall act reasonably in considering any request of Micrologix for Strata to terminate such sublicense for cause, but Strata shall have the final and sole right and responsibility and decision making authority with respect to any such sublicense (provided that Strata acts reasonably in such regard). The terms of this CCPS Agreement Section 3.5 shall apply to each subsequent sublicensee or (b) in material breach sub-sublicensee, as if same were Strata's original sublicensee. Micrologix will, upon request by any sublicensee of the applicable sublicense agreement or otherwise in breach Strata, provide such sublicensee with a letter whereby Micrologix agrees that if Micrologix gives notice of such sublicense agreement in a manner that would give rise default to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement Strata pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder13.2 or Section 13.4, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IPthen, prior to any termination of this CCPS Agreement (including Agreement, Micrologix will give such sublicensee written notice of such default or intention to terminate this Agreement, and in the right event of any breach or default by Strata, which may be cured pursuant to receive any payments to Celgene by such Sublicensee that accrue Section 13.2 or Section 13.4, will for 60 days from and after the date of the termination of this CCPS Agreement solely with respect such notice to the Bluebird Licensed IP)sublicensee, (iv) give the sublicensee the opportunity to cure such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations default or breach on the part terms provided in Section 13.2 or Section 13.4, mutatis mutandis. Further, such letter shall evidence Micrologix's agreement that if this Agreement is terminated, and provided that the sublicense between Strata and the sublicensee is in good standing at such time, Micrologix will then grant to the sublicensee a license of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any same rights conferred on the sublicensee by the sublicense agreement executed after the CCPS on substantially those same terms and conditions as are contained in this Agreement Effective Date that relates solely as would correspond to the Bluebird Licensed IP a provision sublicense rights granted in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)the sublicense agreement, on the financial terms set out in the relevant sublicense agreement.

Sublicenses. A Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions sufficient to enable Licensee to comply with this Agreement. Licensee shall provide to BIDMC a fully signed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the same, excluding sublicenses granted to third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (“Third Party Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the extent that such redaction does not impact BIDMC’s ability to confirm Licensee’s compliance with this Agreement. Notwithstanding the foregoing, Licensee will disclose to BIDMC the identity of the Sublicensee (excluding, for avoidance of doubt, Third Party Contractors). Any sublicense which is not in accordance with the forgoing provisions shall be null and void. Any Sublicensee and Distributor agreement under this Agreement shall provide for termination of any sublicense granted hereunder upon termination of this CCPS Agreement will not automatically terminate for any sublicense granted by Celgene pursuant to Section 10.3 reason. Upon termination of this Agreement for Commercialization rights with respect to a non-Affiliated Sublicenseeany reason, provided that (i) such any Sublicensee is and Distributor not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense default under its agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will shall have the right to step into seek a license from BIDMC. BIDMC agrees to negotiate such licenses in good faith under reasonable terms and conditions consistent with this Agreement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Upon Licensee’s request during the role term of Celgene as sublicensor under any such sublicense executed after this Agreement, BIDMC agrees to provide, on a timely basis, a letter to an existing or potential Sublicensee specifically named by Licensee stating that, in the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to event of termination of this CCPS Agreement (including Agreement, BIDMC will grant a license to Sublicensee under terms and conditions to be no less favorable as a whole than those granted to Sublicensee by Licensee, provided that Sublicensee is not in default of its sublicense agreement with Licensee at the time such license is to be granted by BIDMC and provided that BIDMC shall not assume any obligation of Licensee to Sublicensee under such agreement, except for the license granted. Licensee’s right to receive any payments request and Sublicensee’s right to Celgene by acquire such Sublicensee that accrue from and after the date letter are specifically conditioned on BIDMC’s review of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP)final, (iv) such executed sublicense agreement between Sublicensee will pay to Bluebird all amounts and Licensee and on BIDMC’s conclusion, at its reasonable discretion, that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result agreement is reasonable and in an imposition the best interests of any additional obligations on the part commercialization of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Patent Rights.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Licensee shall have the right to step into grant sublicenses under the role of Celgene as sublicensor under licenses granted in Section 7.1 to: (a) Sublicensable Affiliates, provided that any such sublicense executed after shall automatically terminate, and all rights shall revert back to Licensee in case such Sublicensable Affiliate ceases to be a Sublicensable Affiliate; and (b) to Affiliates that are not Sublicensable Affiliates and Third Parties with the CCPS Agreement Effective Dateprior written approval of Licensor. Licensee shall cause each sublicensee to comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its sublicensees, with all and the rights that Celgene had giant of any such sublicense shall not relieve Licensee of its obligations under such sublicensethis Agreement, solely with respect except to the Bluebird Licensed IP, prior extent they are satisfactorily performed by such sublicensee. All sublicenses shall be consistent with and expressly made subject to termination the terms and conditions of this CCPS Agreement (including Agreement. Sublicensee must agree in writing to be bound by the right to receive any payments to Celgene by such Sublicensee that accrue from applicable terms and after the date of the termination conditions of this CCPS Agreement solely with respect to the Bluebird Licensed IP)Agreement, (iv) such Sublicensee will pay to Bluebird all amounts and each sublicense agreement shall indicate that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival Licensor is a third party beneficiary of such sublicense will not result in an imposition agreement. In case a Sublicensable Affiliate that has been granted a sublicense under this Agreement ceases to be a Sublicensable Affiliate, the respective sublicense agreement shall automatically terminate, and all rights shall revert back to Licensee. A copy of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed by Licensee (which must have received Licensor’s prior written approval in case of a sublicense agreement with a Third Party as set forth above) shall be provided to Licensor within [***] days after its execution. As between the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges Parties, Licensee shall be fully responsible for all acts and omissions of its obligations to Bluebird under this Section 17.4(b)sublicensees.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Licensee shall have the right to step into grant sublicenses, through multiple tiers of sublicensees, under the role licenses granted in Sections 2.1(a), (b), (c) and (e), to its Affiliates and other Persons; provided that any such sublicense shall (a) be consistent with, and expressly made subject to, the terms and conditions of Celgene this Agreement and the Nektar Agreement (including, for the avoidance of doubt, the scope of the licenses granted in Sections 2.1(a), (b), (c) and (e)), (b) without limiting clause (a), contain terms requiring any Information and intellectual property rights arising therein to be owned by Licensee (or AstraZeneca or Nektar, as sublicensor applicable), or if owned by the Sublicensee to be licensed to Licensee with rights for Licensee to disclose such Information to AstraZeneca and for AstraZeneca to use, disclose and grant further rights under such Information and intellectual property rights as contemplated by this Agreement, (c) bind such Sublicensee with non-disclosure and non-use provisions substantially similar to those set forth in this Agreement and (d) limit the purpose for which any confidential information under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect may be used to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene activities conducted by such Sublicensee that accrue from and after in connection with the date Exploitation of the termination Licensed Products hereunder. Licensee shall ensure each Sublicensee complies with the applicable terms and conditions of this CCPS Agreement solely and the Nektar Agreement, as if such Sublicensee were a party to this Agreement, and Licensee shall be responsible for any failure of any such sublicensee to comply with respect such terms or conditions, with the further understanding that any action or omission by any such sublicensee that, if committed by Licensee would be a breach of this Agreement, will be deemed a breach by Licensee of this Agreement for which Licensee is responsible. To the extent that Applicable Law would require that AstraZeneca exhaust any right, power or remedy, or proceed against any Affiliate or Sublicensee of Licensee for any obligation or performance under this Agreement by Licensee prior to proceeding directly against Licensee, then Licensee hereby waives any such requirement to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival extent waivable. A copy of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed by Licensee shall be provided to AstraZeneca within [***] after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)execution.

Sublicenses. A ALIMERA may grant sublicenses to sublicensees that are consistent with the terms and conditions of this Agreement, provided that ALIMERA shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by ALIMERA, including but not limited to payment of all fees and royalties due under this Agreement, whether or not such payments are made to ALIMERA by its sublicensees. Unless otherwise consented to in writing by EMORY (such consent not to be unreasonably withheld or delayed), [*]. ALIMERA shall include in any sublicense granted pursuant to this Agreement, (i) a provision requiring the sublicensee to indemnify EMORY and maintain liability coverage substantially to the same extent that ALIMERA is so required pursuant to Articles 10.2 and 10.4 of this Agreement and (ii) the right for EMORY or ALIMERA to audit the sublicensee to the same extent that ALIMERA is so required pursuant to Article 4.4 of this Agreement. Notwithstanding the foregoing, [*]. ALIMERA shall provide EMORY with complete copies of all sublicense agreements within [*] after their execution date, provided that ALIMERA shall have the right, prior to disclosing to EMORY, to redact such copies to remove the confidential business information of the sublicensee to the extent that such information does not relate to the Licensed Patents and/or Licensed Technology, including the business plans and research plans of the sublicensee related solely to technology other than the Licensed Patents and/or Licensed Technology. For the avoidance of doubt, ALIMERA may not remove the economic terms of such sublicense agreements to the extent that such information relates to the Licensed Patents and/or Licensed Technology. EMORY shall treat all copies of sublicense agreements and other sublicensee (or potential sublicensee) information received from ALIMERA as Information pursuant to Article 11 below. Upon termination of this CCPS Agreement will not automatically terminate for any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicenseereason, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will sublicensee shall have the right to step into seek a license from EMORY to the role of Celgene as sublicensor under any such sublicense executed after Licensed Patents and the CCPS Agreement Effective DateLicensed Technology, and EMORY * Certain Information has been omitted and filed separately with all the rights that Celgene had under such sublicense, solely Commission Confidential treatment has been requested with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)omitted portions.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will AstraZeneca shall have the right to step into grant sublicenses, through multiple tiers of sublicensees, under the role licenses granted in Section 4.1(a) and (b), to its Affiliates and to any other Person. Where AstraZeneca grants a sublicense to a Person that is not an Affiliate of Celgene as sublicensor under AstraZeneca, and such Person is not a Distributor or a Third Party to which AstraZeneca or its Affiliates grants sublicense to sell Generic Products by AstraZeneca, such Person shall be a “Sublicensee” for purposes of this Agreement. In the event AstraZeneca desires to grant a sublicense in the [***] or any country within a [***], AstraZeneca shall conduct such sublicensing efforts using such efforts and resources that are typically used by AstraZeneca, and consistent with its typical standards, in connection with evaluating and negotiating sublicensing transactions for its own compounds or products with similar commercial potential at a similar stage in their lifecycle. AstraZeneca shall ensure that all Persons to which it grants sublicenses comply with all applicable terms and conditions of this Agreement, and AstraZeneca shall be responsible for any failure of any such sublicense executed after the CCPS Agreement Effective Datesublicensee to comply with such terms or conditions, with all the rights further understanding that Celgene had under any action or omission by any such sublicensesublicensee that, solely if committed by AstraZeneca would be a breach of this Agreement (with respect to the Bluebird Licensed IPthose country(ies) in which such sublicensee is sublicensed), prior to termination will be deemed a breach by AstraZeneca of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (ivthose country(ies) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).such sublicensee is sublicensed) for which AstraZeneca is responsible. EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under

Sublicenses. A termination Subject to the terms and conditions of this CCPS Agreement, EOC [***], through multiple tiers of sublicenses, under the license granted to EOC under Section 2.01, [***]. Without limiting the foregoing, before granting any such Sublicense, EOC shall give written notice to Aadi of EOC's intent to grant such a Sublicense. Such written notice shall identify the prospective Sublicensee. Aadi shall have a period of [***] to [***], the prospective Sublicensee and EOC shall [***] provided during such [***] period. Notwithstanding anything else in this Section 2.02 or otherwise in this Agreement, in no event will EOC be permitted to enter into a Sublicense or other agreement [***]. In the event [***], Aadi will promptly notify EOC thereof. Aadi will consider any comments provided within a reasonable period of time by EOC regarding such proposed addition in good faith, [***]. EOC, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant Sublicenses comply with all applicable terms and conditions of this Agreement. EOC acknowledges and agrees that the grant of any Sublicense shall not relieve EOC from its obligations under this Agreement will not automatically terminate any sublicense granted and EOC shall, under each Sublicense agreement, obligate the Sublicensee to be bound by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that all of the applicable terms and conditions of this Agreement. Each Sublicense agreement must be in the English language and must (i) such Sublicensee is provide that the Sublicensee's rights are not then (a) further sublicensable without Aadi's prior written consent, which may be withheld by Aadi in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneits sole discretion, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts provide that accrued as Abraxis is a result of such Sublicensee’s activities under the sublicensethird party beneficiary, (iii) Bluebird will have provide that the right Sublicensee expressly acknowledge and agree in writing to step into Abraxis that it shall comply with the role provisions of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date[***], with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) include terms and conditions substantially identical to those of [***]. EOC shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.01 by EOC, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope constituted a breach of this CCPS Agreement. Celgene will include in any sublicense agreement executed after Agreement if such action or failure were committed by Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the CCPS Agreement Effective Date type that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)registrant treats as private and confidential.

Sublicenses. A termination Prior to the [* * *] anniversary of this CCPS Agreement will not automatically terminate any sublicense the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted by Celgene pursuant to Licensee in Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that 6.1 (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of CelgeneAffiliates to Develop, Manufacture and Commercialize Licensed Products and (ii) if Bluebird terminates to Third Party contractors engaged in the Development, Manufacture or Commercialization of Licensed Products on behalf of Licensee solely to assist Licensee to perform its obligations under this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunderAgreement. In addition, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed on or after the CCPS Agreement [* * *] anniversary of the Effective Date, with all Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the rights license granted to Licensee in Section 6.1 to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Third Parties to Manufacture, Develop and Commercialize Licensed Products and Licensee’s right to grant sublicenses shall not be restricted. For the avoidance of doubt, nothing in this Section 6.3 limits the right of Licensee to sell Licensed Products through any distributors or sub-distributors of its choice in carrying out its Commercialization activities under this Agreement. Licensee shall inform POZEN in writing of each sublicense granted pursuant to this Section 6.3. Licensee shall remain liable for the performance of its obligations under this Agreement, and any actions of a Sublicensee shall be considered actions of Licensee, and any act or omission of a Sublicensee that Celgene would be a breach of this Agreement if such act or omission had under such sublicensebeen taken or made by Licensee, solely with respect shall be deemed a breach of this Agreement by Licensee. Subject to the Bluebird restrictions set forth in this Section 6.3, any Third Party that has been appointed as a Sublicensee shall be entitled to all of the rights, and be subject to all of the obligations, under this Agreement which are applicable to Sublicensees. Notwithstanding anything to the contrary in this Agreement, Licensee shall not be obligated to obtain any right, title or interest to any Inventions, Joint Inventions or Licensed IP, prior to termination Product Improvements developed or conceived by or with any of this CCPS Agreement (including the right to receive its Sublicensees from any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay satisfy any obligation to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird POZEN under this Section 17.4(b)Agreement.

Sublicenses. A termination COMPANY may grant sublicenses to sublicensees, who may in tum grant sub-sublicenses so long as and on the condition that any such sublicensee or sub-sublicensee, as the case may be, be approved in advance and in writing by EMORY following notice and request of any such approval by Licensee or sublicensee, which approval shall not be unreasonably denied or delayed; provided further, that any delay in responding to any such request for approval beyond thirty (30) days shall be deemed an approval of such Person for such purpose. All such sublicenses (and sub-sublicenses) shall be further conditioned on each such agreement being consistent with the terms and conditions of this CCPS Agreement, provided that COMPANY shall remain responsible for the operations of its sublicensees that are relevant to this Agreement will as if such operations were carried out by COMPANY, including, but not automatically terminate limited to, the payment of all fees and royalties due under this Agreement, whether or not such payments are made to COMPANY by its sublicensees. COMPANY shall (a) use commercially reasonable efforts to enforce the terms of any sublicense granted by Celgene such agreement against the sublicensee, (b) require the sublicensee to indemnify EMORY and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision 10.2 of this CCPS Agreement or and (bc) in material breach retain the right for EMORY to audit any such sublicensee to the same extent that COMPANY is so required pursuant to Section 4.5 of this Agreement. COMPANY may also grant any such sublicensee the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise right to a right of termination cure any payment default on the part of CelgeneCOMPANY under this Agreement. COMPANY shall provide EMORY with copies of all sublicense agreements within thirty (30) days of their execution date. In the event of any termination of this Agreement by EXXXX, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to XXXXX shall deemed the “licensor” under any and does pay to Bluebird all outstanding amounts that accrued sublicenses having been entered into or otherwise granted by COMPANY so long as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect conforms to the Bluebird Licensed IP, prior to termination requirements of this CCPS Agreement (including the right to receive any payments to Celgene by and such Sublicensee that accrue from and after shall not otherwise be in default under the date terms of the termination of this CCPS Agreement solely with respect its Sublicense, in which case EMORY shall be bound to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less terms of any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will as if it were a party thereto, unless mutually agreed in writing otherwise by EMORY and Sublicensee. Such Sublicensee shall not result in an imposition become a direct licensee of EMORY should the Sublicensee challenge the validity or enforceability of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Patent.

Sublicenses. A termination All Sublicenses granted by LICENSEE of its rights hereunder to a Sublicensee shall be subject to the terms of this CCPS Agreement will License Agreement. LICENSEE shall obtain prior written approval from the LICENSOR before entering into any Sublicense with a Sublicensee. LICENSOR's approval shall not automatically terminate be unreasonably withheld or delayed for any sublicense granted markets or territories that are not readily or fully penetrable by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that LICENSEE so long as (i) such LICENSOR's share of Sublicensing Revenue generated by the Sublicense for transactions performed by the Sublicensee is at least 50% of the amount LICENSOR would receive for the same transactions if performed by the LICENSEE rather than the Sublicensee (e.g., at least 1.5% of End-user Revenue but not then less than $.38, .75% but not less than $.19 after expiration/invalidity of all Relevant Patents and 1 .5% Net Sales Revenue for outright sales of Licensed Products, .75% after expiration/invalidity of all Relevant Patents), or (aii) despite LICENSOR's share of the Sublicensing Revenue being less than the minimum stated in material breach clause (I) LICENSEE agrees to pay LICENSOR the minimum stated in (I), or (iii) the total Sublicensing Revenue consists of an up-front fee and LICENSOR is unwilling or unable, within ninety (90) days of being requested to approve the Sublicense, to find an equivalent Sublicensee that is willing to pay a higher Sublicensing Revenue. It shall be deemed reasonable for LICENSOR to withhold it's approval of any provision Sublicense (i) for any market or territory that is capable of this CCPS Agreement being readily and fully penetrable by LICENSEE, or (bii) in material breach for which LICENSOR's share of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of CelgeneSublicensing Revenue does not fall within clauses (I), (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, or (iii) Bluebird will have of the right to step into the role of Celgene as sublicensor under previous sentence. LICENSEE shall be responsible for its Sublicensees and shall not grant any such sublicense executed after the CCPS Agreement Effective Date, rights which are inconsistent with all the rights granted to, and obligations of, LICENSEE hereunder. Any act or omission of a Sublicensee that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination would be a breach of this CCPS License Agreement (including the right if performed by LICENSEE shall be deemed to receive any payments to Celgene be a breach by such Sublicensee that accrue from and after the date LICENSEE of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).this

Sublicenses. A termination Licensee shall have the right to grant sublicenses (or further rights of this CCPS Agreement will not automatically terminate any sublicense reference), through multiple tiers of sublicensees, under the licenses and rights of reference granted by Celgene pursuant in Section 2.1, to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, its Affiliates and Sublicensees; provided that any such sublicenses granted to Sublicensees shall be (i) subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except Licensee may grant a sublicense to an Affiliate with notice but without consent; provided ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 that in the event a sublicensed Affiliate ceases to be an Affiliate of Licensee, then such Affiliate shall thereafter be deemed to be a Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach and Licensee shall deliver a copy of the applicable sublicense agreement or otherwise in breach to AstraZeneca within [***] ([***]) [***] of such sublicense agreement in a manner that would give rise Sublicensee ceasing to a right be an Affiliate of termination on the part of Celgene, Licensee; and (ii) consistent with, and expressly made subject to, the terms and conditions of this Agreement. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement, as if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees were a Party to this Agreement. Licensee hereby (x) guarantees the performance of its Affiliates and does pay to Bluebird all outstanding amounts permitted Sublicensees that accrued are sublicensed as a result permitted herein and the grant of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Dateshall not relieve Licensee of its obligations under this Agreement, with all the rights that Celgene had under such sublicense, solely with respect except to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene extent they are satisfactorily performed by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (vy) the survival waives any requirement that AstraZeneca exhaust any right, power or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement prior to proceeding directly against Licensee. A copy of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed by Licensee to a Sublicensee shall be provided to AstraZeneca within [***] ([***]) [***] after its execution; provided that the CCPS Agreement Effective Date that relates solely financial terms of any such sublicense agreement to the Bluebird Licensed IP extent not pertinent to an understanding of a provision in which said Sublicensee acknowledges its Party’s obligations to Bluebird or benefits under this Section 17.4(b)Agreement may be redacted.

Sublicenses. A termination (1) Subject to this Section 2(j), S&P hereby grants CME the right to sublicense CME’s rights pursuant to Section 2(a) to any third-party exchange or other organized trading facility that is located outside the United States (“Futures Sublicensee”) in connection with Futures Sublicensee’s creating, issuing, listing, trading, clearing, marketing and/or promoting Indexed Contracts that are Futures Contracts, Options on Futures Contracts, Swap Contracts or Options on Swap Contracts (“Sublicensed Futures Contracts”) and with making such disclosure about Sublicensed Futures Contracts as Futures Sublicensee deems necessary or desirable in order to indicate the source of this CCPS Agreement will not automatically terminate the S&P Stock Indices. The terms of any sublicense granted by Celgene pursuant CME hereunder shall be set forth in a sublicense agreement among S&P, CME and the Futures CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [*****]. Sublicensee that is reasonably acceptable to Section 10.3 for Commercialization rights with respect to S&P and CME (a non-Affiliated Sublicensee“Futures Sublicense Agreement”), provided that CME shall (iA) such Sublicensee is not then (a) in material breach provide S&P with a complete copy of any provision of this CCPS such Futures Sublicense Agreement or once executed by all parties thereto, (bB) S&P may elect not to enter into any Futures Sublicense Agreement in material breach its sole discretion and (C) to the extent not specified therein, advise S&P in writing of the applicable sublicense agreement or otherwise fees payable by such Futures Sublicensee to CME in breach respect thereof. CME shall solely determine the fees payable by each Futures Sublicensee in respect of each Futures Sublicense Agreement, provided that in connection with each such sublicense agreement Futures Sublicense Agreement, CME shall use commercially reasonable efforts to achieve commercially reasonable financial terms in a manner that would give rise favor of CME and S&P therein. CME shall use commercially reasonable efforts to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such collect all amounts due from each Futures Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to applicable Futures Sublicense Agreement. Upon termination of this CCPS Agreement (including for any reason, all Futures Sublicense Agreements shall terminate unless otherwise agreed in writing by S&P and the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Futures Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination Subject to the terms and conditions of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated SublicenseeAgreement, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird Haisco will have the right to step into grant Sublicenses, in whole or in part, subject to the role prior written consent of Celgene Starton, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the prior written consent of Starton is hereby waived if and to the extent Haisco: (i) grants to its Affiliate(s) such Sublicensee, or (ii) entrusts certain activities related to Development of the Product to Third Party contract research organizations (the “CROs”) and grants such Sublicense to the CROs to the extent necessary or appropriate for them to conduct the entrusted activities, or (iii) entrusts certain activities related to Commercialization of the Product to Third Party distributors, sub-distributors or sales agents (the “Distributors”) and grants such Sublicense to the Distributors to the extent necessary or appropriate for them to conduct the entrusted activities (collectively, the “Permitted Sublicenses”). Prior to the execution of any proposed Sublicense other than the Permitted Sublicenses, Haisco will furnish to Starton a summary of such proposed Sublicense for review; provided, that Haisco may redact from each such Sublicense agreement provisions that are not relevant to Xxxxxx’s performance hereunder. All Sublicenses must be in writing and be consistent with the terms and conditions of this Agreement, and will include confidentiality, non-disclosure and non-use provisions at least as sublicensor under restrictive or protective of the Parties, the Starton Technology and Starton’s Confidential Information, as those set forth in this Agreement. Notwithstanding any such sublicense executed after Sublicense, Xxxxxx will remain responsible for the CCPS performance of its obligations under this Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive same extent as if such activities were conducted by Xxxxxx and for any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird due hereunder with respect to such Sublicensee’s any activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Sublicensee.

Sublicenses. A termination Licensee shall have the right to sublicense, through multiple tiers, the rights granted pursuant to Sections 2.1.1, 2.1.2 and 2.1.3 (a) without Axsome’s consent, to Licensee’s Affiliates (only for so long as they remain Affiliates of Licensee) and (b) subject to Axsome’s prior written consent, not to be unreasonably withheld or delayed, to Third Parties, in each case subject to the requirements of this CCPS Agreement will not automatically terminate any Section 2.1.6. Each such sublicense shall be granted by Celgene only pursuant to Section 10.3 a written agreement signed by Licensee and the applicable Sublicensee (each, a “Sublicense Agreement”). Each Sublicense Agreement shall contain terms and conditions not inconsistent with the terms of this Agreement and with Axsome’s obligations under its Upstream Licenses and, without limiting the foregoing, shall impose substantially similar or greater obligations upon such Sublicensees as are imposed upon Licensee by this Agreement, including provisions regarding confidentiality, indemnification, insurance, audit, record-keeping, no challenge, sublicensing and termination, in each case for Commercialization rights with respect Axsome’s and its Upstream Licensors’ protection and shall further require each Sublicensee to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision comply with all applicable terms of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of CelgeneAgreement, (ii) if Bluebird terminates submit applicable sales or other reports to Licensee to the extent necessary or relevant to the reports required to be made or records required to be maintained under this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicenseAgreement, (iii) Bluebird will have maintain the right to step into confidentiality of and limit the role use of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, all of Axsome’s Confidential Information in accordance with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP)Article 6, (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder cooperate with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less each of Licensee and Axsome in the prosecution, maintenance and enforcement of EAST\200870719.16 any amounts received by Bluebird in clause (iii) above) Licensed Patent Rights and (v) undertake and agree to indemnify the survival Axsome Indemnified Parties in accordance with Section 9.2. Where Axsome’s consent for a Sublicense is required, Licensee shall provide to Axsome a detailed summary of the proposed Sublicensee’s marketing and financial capabilities and such other information as Axsome may reasonably request, for Axsome’s prior review and consideration in determining whether to provide its consent for such sublicense. Licensee shall provide Axsome with an accurate and complete copy of each Sublicense Agreement entered into by it or its Affiliates, within thirty (30) days after entering into such Sublicense Agreement and Axsome may provide a copy of such sublicense will not result in an imposition Sublicense Agreement to its Upstream Licensors to the extent required under the applicable Upstream License. To the extent that any terms, conditions or limitations of any Sublicense Agreement are inconsistent with this Agreement, those terms, conditions and limitations shall not impose additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in obligations, conditions and limitations against Axsome or any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely Upstream Licensor, except to the Bluebird Licensed IP a provision extent that Axsome or, if applicable, such Upstream Licensor, at its sole discretion, has expressly consented thereto in writing. Any requests for such consent from an Upstream Licensor shall be submitted through Axsome, unless Axsome provides its written consent (which said Sublicensee acknowledges may be provided or withheld in Axsome’s sole discretion) to Licensee for Licensee to communicate directly with such Upstream Licensor with respect thereto. Licensee shall remain directly responsible for all of its obligations to Bluebird under this Section 17.4(b)Agreement whether any such obligations have been delegated, subcontracted or sublicensed to any of Licensee’s Affiliates or Sublicensees.

Sublicenses. A termination (1) Subject to this Section 2(j), S&P hereby grants CME the right to sublicense CME’s rights pursuant to Section 2(a) to any third-party exchange or other organized trading facility that is located outside the United States (“Futures Sublicensee”) in connection with Futures Sublicensee’s creating, issuing, listing, trading, clearing, marketing and/or promoting Indexed Contracts that are Futures Contracts, Options on Futures Contracts, Swap Contracts or Options on Swap Contracts (“Sublicensed Futures Contracts”) and with making such disclosure about Sublicensed Futures Contracts as Futures Sublicensee deems necessary or desirable in order to indicate the source of this CCPS Agreement will not automatically terminate the S&P Stock Indices. The terms of any sublicense granted by Celgene pursuant CME hereunder shall be set forth in a sublicense agreement among S&P, CME and the Futures Sublicensee that is reasonably acceptable to Section 10.3 for Commercialization rights with respect to S&P and CME (a non-Affiliated Sublicensee“Futures Sublicense Agreement”), provided that CME shall (iA) such Sublicensee is not then Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (a) in material breach “*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. provide S&P with a complete copy of any provision of this CCPS such Futures Sublicense Agreement or once executed by all parties thereto, (bB) S&P may elect not to enter into any Futures Sublicense Agreement in material breach its sole discretion and (C) to the extent not specified therein, advise S&P in writing of the applicable sublicense agreement or otherwise fees payable by such Futures Sublicensee to CME in breach respect thereof. CME shall solely determine the fees payable by each Futures Sublicensee in respect of each Futures Sublicense Agreement, provided that in connection with each such sublicense agreement Futures Sublicense Agreement, CME shall use commercially reasonable efforts to achieve commercially reasonable financial terms in a manner that would give rise favor of CME and S&P therein. CME shall use commercially reasonable efforts to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such collect all amounts due from each Futures Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to applicable Futures Sublicense Agreement. Upon termination of this CCPS Agreement (including for any reason, all Futures Sublicense Agreements shall terminate unless otherwise agreed in writing by S&P and the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Futures Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination S&N may grant to any Affiliate of this CCPS Agreement will not automatically terminate any S&N a sublicense of the license granted by Celgene pursuant to S&N under Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee2.1.1 without the prior consent of Nucryst, provided that (i) there is and continues to be throughout the term of the sublicense an enforceable sublicense agreement between S&N and any such Sublicensee is not then (a) in material breach of any provision Affiliate wherein such Affiliate agrees to be bound by the provisions of this CCPS Agreement or (b) in material breach relating to the use and safeguarding of the applicable sublicense agreement or otherwise licensed technology including the confidentiality provisions in breach Article 7. S&N shall be responsible for diligently enforcing the provisions of such sublicense agreement and for the acts and omissions of each such Affiliate and such acts and omissions shall be regarded for the purposes of this Agreement as the acts and omissions of S&N. No such S&N Affiliate shall grant any further license of such licensed technology to any other Person nor assign its rights to any other Person, except in a manner that would give rise either case, to a right of termination another S&N Affiliate on the part terms and conditions specified in this Section 2.2. Any distributors retained by S&N to distribute Products, to the extent they require a sublicense of Celgeneany marketing or Sales rights granted to S&N under Section 2.1.1 of this Agreement, shall, for the purposes of this Section 2.2, be regarded as Affiliates of S&N and the provisions hereof shall apply accordingly. Further, S&N may not grant sublicenses of the license granted to S&N under Section 2.1.1 to any other Person without the prior written consent of Nucryst (ii) if Bluebird terminates this CCPS Agreement pursuant such consent not to Section 17.2(a) for Celgene’s failure be unreasonably withheld), and provided that there is and continues to fulfill its payment obligations hereunder, be throughout the term of the sublicense an enforceable sublicense agreement between S&N and such Sublicensee Person wherein such Person agrees to be bound by the provisions of this Agreement relating to the use and does pay to Bluebird all outstanding amounts that accrued as a result safeguarding of the licensed technology including the confidentiality provisions in Article No such Person shall grant any further license of such Sublicensee’s activities under licensed technology to any other Person nor assign its rights to any other Person. S&N shall be responsible for diligently enforcing the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival provisions of such sublicense will not result in an imposition agreement and for the acts and omissions of any additional obligations on its permitted sublicensees and such acts and omissions shall be regarded for the part of Bluebird that are not included within the scope purposes of this CCPS Agreement. Celgene will include in any sublicense agreement executed after Agreement as the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).acts and omissions of S&N.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Xxxxxx shall have the right to step into sublicense its rights under Section 2.1 to its Affiliates and, excluding the role Co-Promotion Territory, to Third Parties; provided that if Xxxxxx proposes to grant a sublicense to a Third Party granting the Third Party the right to Commercialize the Licensed Product in a Major Market Country in the Xxxxxx Exclusive Territory, Xxxxxx shall provide CTI with written notice of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under at least thirty (30) days in advance of executing such sublicense, solely which notice shall include a reasonable level of detail regarding the terms of the proposed sublicense, and CTI shall have the right to approve or reject such sublicense (such approval not to be unreasonably withheld). Each agreement between Xxxxxx and a Sublicensee (a) shall be in writing and subject and subordinate to, and consistent with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of Xxxxxx’x obligations under this Agreement; (c) shall require the Sublicensee(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which Xxxxxx shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Section 2.4. Xxxxxx shall provide written notice to CTI of any agreement entered into with a Sublicensee, and shall provide a complete copy of such agreement to CTI within thirty (30) days of its execution, which copy may be redacted by Xxxxxx to the extent that such redactions do not reasonably impair CTI’s ability to ensure compliance with this ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Bluebird Licensed IPomitted portions. **** Indicates that the amount of information omitted was a page or more in length, prior to termination of this CCPS Agreement (including and such information has been filed separately with the right to receive any payments to Celgene by such Sublicensee that accrue from Securities and after the date of the termination of this CCPS Agreement solely Exchange Commission. Confidential treatment has been requested with respect to the Bluebird Licensed IP)omitted portions Agreement. Xxxxxx shall be responsible for the performance of each Sublicensee and shall ensure that each Sublicensee complies with all relevant provisions of this Agreement. In the case of any such Sublicense **, (iv) such Sublicensee will Xxxxxx shall pay to Bluebird all amounts that Celgene would have been obligated CTI ** an amount equal to pay to Bluebird hereunder with respect ** of any Sublicensee fee, upfront license fee or milestone (whether regulatory, based on sales or otherwise) or other payment related to such Sublicensee’s activities had this CCPS Agreement Sublicense not terminated (less any amounts received based on a royalty on net sales paid to Xxxxxx by Bluebird in clause (iii) above) and (v) the survival or on behalf of such sublicense will not result Sublicensee, it being understood that if such payment is made in an imposition of any additional obligations a form other than in cash, the Parties shall use good faith reasonable efforts to agree on the part of Bluebird that are not included within fair market value thereof and the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely cash equivalent shall be paid to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)CTI.

Sublicenses. A termination After the Effective Date, any potential sublicensee proposed by Licensee shall be deemed to be a “Sublicensee” hereunder upon the prior written approval of PRF and as of the date of such approval, which approval may not be unreasonably delayed or withheld. Notwithstanding the foregoing, a proposed sublicensee shall be deemed to have been approved within [***] ([***]) [***] of PRF’s receipt of the proposal, unless PRF notifies LICENSEE in writing of its reasonable objections to the proposed sublicensee within such [***] ([***]) [***] period. Any Sublicensee so approved will automatically be added to the last table on Schedule F. For clarity, the Sublicensees listed on Schedule F as of the Effective Date are deemed to be approved by PRF as of the Effective Date. In no event shall a proposed sublicensee be any Person that is designated as the target of any sanction, restriction, or embargo administered by the United States of America. Each Sublicense shall be consistent with the terms and conditions of this CCPS Agreement will Agreement. LICENSEE shall be responsible for the acts and omissions of each Sublicensee including but not automatically terminate any sublicense limited to the payment of all fees and royalties due under this Agreement. LICENSEE shall take reasonable efforts to ensure each Sublicensee’s compliance with the terms and conditions of the license granted by Celgene PRF under this Agreement. LICENSEE shall, upon written request by PRF, provide PRF a copy of each executed Sublicense, which may be redacted to the extent the terms thereof are not necessary to determine compliance with this Agreement. For clarity, LICENSEE has no right to grant Sublicenses outside the scope of the rights granted to LICENSEE pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)2.1.

Sublicenses. A termination 2.2.1. The rights and license granted to VBI under Section 2.1 shall include the right to grant sublicenses (or further rights of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicenseereference), provided that (i) such Sublicensee is not then (a) in material breach any sublicense of any provision of this CCPS Agreement all or (b) in material breach substantially all of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise rights licensed to VBI hereunder to a right Third Party shall require the prior written approval of termination on the part of CelgeneSanquin which may be granted or withheld in Sanquin’s sole discretion, and (ii) if Bluebird terminates this CCPS Agreement pursuant any sublicense of all or substantially all of the rights licensed to Section 17.2(a) VBI hereunder to a Third Party for Celgene’s failure to fulfill its payment obligations hereundera particular country or countries within the Territory shall require the prior written approval of Sanquin, such Sublicensee agrees approval not to and be unreasonably withheld. If Sanquin does pay not respond to Bluebird all outstanding amounts that accrued as a result VBI’s request for Sanquin’s approval of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect contemplated by Section 2.2.1(ii) to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and a Third Party within *** Business Days after the date of receipt of VBI’s request, then such approval shall be deemed given by Sanquin. VBI’s obligations hereunder shall not be affected by the termination sublicense of this CCPS Agreement solely any or all of its rights hereunder. VBI shall provide to Sanquin a written notice setting forth in reasonable detail the nature of such sublicense and the identity of the sublicensee. Immediately upon entering into a sublicense agreement (with the prior written approval of Sanquin), VBI shall provide to Sanquin a copy of such executed sublicense agreement. Any material amendment to such agreement shall require the prior written approval of Sanquin, it being understood that with respect to the Bluebird Licensed IP)a sublicense agreement contemplated by Section 2.2.1(ii) Execution copy dated 8 January 2010 above, (iv) such Sublicensee will pay Sanquin’s approval of any amendment thereof shall be deemed given if Sanquin does not respond to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such SublicenseeVBI’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival request for Sanquin’s approval of such sublicense will not result in an imposition amendment within *** Business Days after the date of receipt of VBI’s request. VBI guarantees the performance of its sublicensees and the grant of any additional such sublicenses shall not relieve VBI of its obligations on under this Agreement. Any such sublicense agreements shall be consistent with and subject to the part of Bluebird that are not included within the scope terms and conditions of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A Licensee shall have the right to grant sublicenses under the license granted to Licensee under Section 2.01 in each case only upon prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of Sutro and subject to the remainder of Section 2.02, provided that Licensee may grant sublicenses to its Affiliates without prior written notice to Sutro so long as such Affiliate remains an Affiliate of Licensee. Where Licensee or its Affiliates grants such sublicense to a Person that is not an Affiliate of Licensee, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that is engaged and appointed by Licensee, its Affiliates and/or Sublicensees as a service provider pursuant to Section 2.01(b) solely to enable such Person to provide such services shall not be a “Sublicensee” for purposes of this Agreement. Licensee, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses (a) comply with all terms and conditions of this Agreement, and, without limiting the foregoing (b) are bound by obligations of confidentiality that are no less restrictive than those contained in this Agreement and provisions sufficient to ensure that any Product-Related IPR developed by them will be fully assigned to Licensee, (c) agree to comply with 4.06(c) to the same extent Licensee is obligated thereunder, and (d) do not have the right to grant further sublicenses. Within [*] days after the execution of each sublicense agreement, Licensee shall provide to Sutro a copy of such each agreement (which may be redacted to remove any sensitive information not necessary for Sutro to verify its compliance with the terms of this Agreement). Licensee shall remain liable for any action or failure to act by any Sublicensee under the licenses granted in Section 2.01 by Licensee, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by Licensee. In the event of early termination of this CCPS Agreement will not Agreement, all sublicenses granted to Sublicensees in accordance with the terms hereof shall automatically terminate be revoked without any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination further action on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Sutro.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird Teva will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely grant (whole or partial) Sublicenses with respect to its rights under Section 4.1, on terms and conditions consistent with the Bluebird terms and conditions of this Agreement, and Teva will be entitled to determine the commercial terms of any such Sublicense; provided, however, that with respect to each Sublicense, (a) Teva will promptly notify Company upon signature, amendment or termination thereof and will provide Company with the name of the Sublicensee and the scope and territory of such Sublicense, (b) Teva will guarantee and be responsible for the making of all payments due, and the making of any reports under this Agreement with respect to Net Sales of Licensed IPProducts by its Sublicensees and their compliance with all applicable terms of this Agreement, prior and (c) each Sublicensee agrees in writing to comply with the terms of this Agreement, including maintaining books and records pursuant to applicable laws and regulations and permitting Company to review such books and records in accordance with the terms of this Agreement. The grant of any Sublicenses will not relieve the Parties of or reduce their obligations to each other under this Agreement. The term of any Sublicense will be limited to the term of the License and will terminate upon the expiration or the termination of the License for any reason whatsoever; provided, however, upon termination of this CCPS Agreement (including pursuant to Section 11.2.2 for breach or bankruptcy of Teva and if the right to receive Sublicensee is not then in breach of any payments to Celgene by such Sublicensee that accrue from material provision of its Sublicense or this Agreement and after is not, or has not been, an Affiliate of Teva, then Company will be obligated, at the date joint request of the Sublicensee and Teva made within thirty (30) days after such termination of this CCPS Agreement solely Agreement, to enter into a new license agreement with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would on substantially the same License terms as this Agreement, as further limited in scope, term or otherwise by the terms of the original Sublicense, which shall have been obligated disclosed in full to pay Company. Teva will provide Company with an executed copy of each Sublicense agreement and any amendments thereto within thirty (30) days of execution of the relevant Sublicense agreement or amendment; provided, however that Teva may redact from such agreement any Confidential Information that Teva, in its reasonable discretion, determines is not material to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Company.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will The LLC shall have the right to step into grant sublicenses of the role rights granted hereunder, provided that: (i) each Sublicensee shall have agreed in writing to keep books and records and permit CYTOGEN to review such books and records pursuant to the relevant provisions, and to comply with all terms of Celgene as sublicensor under this Agreement expressly applicable to a Sublicensee of the LLC; and (ii) within 15 days of granting any such sublicense executed after the CCPS Agreement Effective Date, LLC shall give written notice of such grant to CYTOGEN and provide CYTOGEN with all the rights that Celgene had under a copy of such sublicense. No consent or approval of CYTOGEN shall be required in connection with the granting of such sublicenses. Upon reasonable request of any Sublicensee of the LLC, CYTOGEN shall cooperate with such Sublicensee to execute, acknowledge, and deliver all documentation, further assurances and other instruments solely with respect to the Bluebird Licensed IP, prior to termination existence and good standing of this CCPS Agreement (Agreement, including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date without limitation copies of the termination of this CCPS Agreement solely with respect SKICR Agreement, as amended through the relevant date, and correspondence relating thereto; provided, that, subject to the Bluebird Licensed IP)Section 3.4, CYTOGEN will not (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been be or become obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated any fees or unreimbursed expenses; (less ii) incur any amounts received by Bluebird in clause additional obligations; or (iii) abovebe required to amend or deemed to have amended this Agreement or the SKICR Agreement, solely by reason thereof. Without limiting the generality of the foregoing, it is understood and agreed that the LLC may grant sublicenses to its Affiliates (“Affiliate Sublicensees”) and (vof all or any part(s) the survival of its rights hereunder, in accordance with this Section 3.2; provided, that it shall be a condition to any such sublicense will not result in to such an imposition Affiliate Sublicensee that such Affiliate Sublicensee agrees to make available directly to CYTOGEN, upon the prior written request of any additional obligations on CYTOGEN, such portion of sums owing by such Affiliate Sublicensee to the part of Bluebird that are not included within LLC under the scope of this CCPS Agreement. Celgene will include in any relevant sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird CYTOGEN is entitled under this Section 17.4(b)Article 5 hereof.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision Subject to the terms and conditions of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of CelgeneAgreement, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Incyte shall have the right to step into grant sublicenses through multiple tiers of sublicensees under the role of Celgene as sublicensor under licenses granted in Section 2.1 to its Affiliates and Third Parties; provided that Incyte [ * ] shall obtain Calithera’s prior written consent, which shall not be unreasonably withheld, for any such sublicense granting a Third Party the right to Detail any Licensed Product in the U.S.; and provided further that Incyte shall remain responsible for its obligations under this Agreement and shall be responsible for the performance of the relevant sublicensee, and any such sublicenses shall be consistent with and subject to the applicable terms and conditions of this Agreement. Incyte shall monitor compliance with and use commercially reasonable efforts to enforce the terms of any sublicense agreements against its sublicensees, and shall require that its sublicensees also use commercially reasonable efforts to enforce the terms of any sublicense agreements with further sublicensees. Incyte shall provide Calithera with a copy of each executed sublicense agreement which grants Development or Commercialization rights (under which Incyte or any further sublicensee grants a sublicense), within [ * ] after execution thereof, which shall be treated by Calithera as Incyte’s Confidential Information and, without limiting the CCPS Agreement Effective Dateforegoing, with all which Calithera shall have the rights that Celgene had under such sublicense, solely right to provide to Mars in a redacted form to be agreed to by the Parties as Confidential Information (as defined in the Mars Agreement) with respect to which Calithera is the Bluebird Licensed IPDisclosing Party (as defined in the Mars Agreement), prior subject to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date confidentiality provisions of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP)Mars Agreement; provided that, upon Incyte’s request, Calithera shall (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) [ * ] and (vii) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreementuse reasonable efforts to cause Mars to enter into and execute same; provided further that, [ * ]. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION VERSION

Sublicenses. A termination 2.3.1 The rights and licenses granted to ViroPharma under Section 2.2 shall include the right to grant sublicenses (or further rights of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicenseereference), provided that (i) such Sublicensee is not then (a) in material breach any sublicense of any provision of this CCPS Agreement all or (b) in material breach substantially all of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise rights licensed to ViroPharma hereunder to a right Third Party shall require the prior written approval of termination on the part of CelgeneSanquin which may be granted or withheld in Sanquin’s sole discretion, and (ii) if Bluebird terminates this CCPS Agreement pursuant any sublicense of all or substantially all of the rights licensed to Section 17.2(a) ViroPharma hereunder to a Third Party for Celgene’s failure to fulfill its payment obligations hereundera particular country or countries within the ViroPharma Territory shall require the prior written approval of Sanquin, such Sublicensee agrees approval not to and be unreasonably withheld. If Sanquin does pay not respond to Bluebird all outstanding amounts that accrued as a result ViroPharma’s request for Sanquin’s consent of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect contemplated by Section 2.3.1(ii) to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and a Third Party within *** Business Days after the date of receipt of ViroPharma’s request, then such consent shall be deemed given by Sanquin. ViroPharma’s obligations hereunder shall not be affected by the termination sublicense of this CCPS Agreement solely any or all of its rights hereunder. ViroPharma shall provide to Sanquin a written notice setting forth in reasonable detail the nature of such sublicense and the identity of the Sublicensee. Immediately upon entering into a sublicense agreement (with the prior written approval of Sanquin), ViroPharma shall provide to Sanquin a copy of such executed sublicense agreement. Any material amendment to such agreement shall require the prior written approval of Sanquin, it being understood that with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received a sublicense agreement contemplated by Bluebird in clause (iiiSection 2.3.1(ii) above) and (v) the survival , Sanquin’s approval of any amendment thereof shall be deemed given if Sanquin does not respond to ViroPharma’s request for Sanquin’s approval of such sublicense will not result in an imposition amendment within *** Business Days after the date of receipt of ViroPharma’s request. ViroPharma guarantees the performance of its permitted Sublicensees and the grant of any additional such sublicenses shall not relieve ViroPharma of its obligations on under this Agreement. Any such sublicense agreements shall be consistent with and subject to the part of Bluebird that are not included within the scope terms and conditions of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination LICENSEE has the right during the Term to grant sublicenses to Sublicensees within the scope of the license grant of Section 2.1. and consistent with the terms of this CCPS Agreement, on the condition that: (a) LICENSEE shall cause compliance by the Sublicensees with the terms and conditions of this Agreement will not automatically terminate to the same extent as LICENSEE itself, (b) any sublicense granted act or omission of the Sublicensees shall constitute an act or omission of LICENSEE, and (c) the Sublicensees shall agree in writing that they are subject to the terms and conditions of this Agreement and that LICENSOR shall have a right of action against the Sublicensees to the same extent as LICENSEE itself if any breach by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) remedied by LICENSEE within […***…] after notice from LICENSOR. Any sublicense must be in material breach writing and LICENSEE shall provide LICENSOR with a copy of each sublicense promptly following its execution. Sublicensees shall be precluded from granting any provision of this CCPS Agreement or (b) in material breach of the applicable further sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise except as necessary to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(aengage Distributor(s) for Celgene’s failure the sale of Licensed Products. Any sublicense shall be assignable to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of LICENSOR upon the termination of this CCPS Agreement solely with respect (if such termination shall not have been made by LICENSEE pursuant to Section 11.2.6.), subject to the Bluebird Licensed IP)conditions that LICENSOR have sole discretion to determine whether or not it desires to become a party to any such sublicense, (iv) such Sublicensee will pay LICENSOR shall not assume any obligations accruing prior to Bluebird all amounts that Celgene would have been obligated actual assignment to pay LICENSOR, LICENSEE shall remain solely liable to Bluebird hereunder with respect LICENSOR for any obligations accruing prior to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) assignment of the sublicense, and (v) the survival of such sublicense will not result in an imposition assignment of any additional sublicense to LICENSOR shall be without prejudice to any rights or obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely have arisen or accrued prior to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)effective date of the assignment.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Neurelis shall have the right to step into grant sublicenses under any portion or all of the role license set forth in Section 3.1 to one or more Affiliates and/or third parties without the prior written consent of Celgene as sublicensor Aegis. Neurelis shall give Aegis prompt written notice of each sublicense under this License Agreement, and shall deliver a copy of each sublicense to Aegis within twenty (20) days after execution of the same; provided that Aegis shall not disclose the terms or existence of any such sublicense executed to any third party other than UAB pursuant to the UAB Licensing Agreement. Neurelis shall be permitted to redact the financial terms from any such sublicense; provided that Neurelis shall not be permitted to redact any terms from any such sublicense that UAB requires Aegis to disclose to UAB pursuant to the UAB Licensing Agreement. Promptly after the CCPS Agreement Effective Date, with Aegis shall use good faith efforts to obtain UAB’s consent to permit Neurelis to redact any and all financial terms in any such sublicense. In the rights event that Celgene had under UAB does not consent to permit Neurelis to redact any and all financial terms in any such sublicense, solely prior to disclosure of such financial terms to UAB, Aegis shall use good faith efforts to enter into agreements with respect UAB and the relevant individual(s) who shall have access to such sublicenses in form and substance acceptable to Neurelis pursuant to which the confidentiality of such financial terms is protected. Each sublicense shall be subject to the Bluebird Licensed IP, prior to termination applicable terms and conditions of this CCPS Agreement License Agreement, including an obligation on the sublicensee to file royalty reports to Neurelis, which reports shall be subject to audit by Neurelis (including but not Aegis). Neurelis agrees to audit such sublicensees at Aegis’ reasonable request; provided that the timing and scope of any such audit are consistent with Neurelis’ business practices and such requests by Aegis shall not exceed one (1) request per Calendar Year per sublicensee. Neurelis shall remain liable to Aegis for sublicensee’s exercise of any of Neurelis’ rights and sublicensee’s performance of Neurelis’ obligations under this License Agreement, including, but not limited to, payment of royalties, keeping of records and reporting of sales as if the sublicensee’s sales were Neurelis’ sales. For purposes of clarity, the right to receive any payments “have manufactured” and to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect “have sold” shall not be considered to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such be a sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)License Agreement.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense Each Licensee and its Affiliates shall have the right to grant sublicenses to the rights granted by Celgene pursuant to it under Section 10.3 for Commercialization rights with respect 2.1 to a non-Affiliated SublicenseeThird Parties, provided that however only (i) such Sublicensee is not then as Naked Sublicenses, or (aii) in material breach connection with a Platform Alliance. Each Naked Sublicense shall be subject to the prior written approval of MI, which shall not unreasonably be withheld. A Licensee proposing to grant a Naked Sublicense shall inform MI in writing at least 30 days prior to the intended signature of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner sufficient detail (in particular regarding financial terms and other relevant information) to permit MI to decide whether or not to approve. Any requested approval is deemed to be granted if MI does not refuse the approval in writing within 30 (thirty) days after receiving the necessary information; in particular, MI may withhold its approval if MI deems the received information not sufficient. Each sublicense granted under this Agreement shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement. The applicable Licensee shall be liable that would give rise to a right any subsequent sublicenses granted by its Sublicensees are subject and subordinate to, and consistent with, the terms and conditions of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed Agreement. Within 30 days after the CCPS Agreement Effective Datesignature of each sublicense granted under this Agreement, the applicable Licensee shall provide Ml with all a reasonably redacted copy of the rights signed sublicense agreement. ***Confidential Treatment Requested For the avoidance of doubt, and notwithstanding the existence or terms of the Licensees’ Agreement, the Parties acknowledge and agree that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination Regulus shall not be considered a Sublicensee of Alnylam and/or Isis for purposes of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions sufficient to enable Licensee to comply with this Agreement. Licensee shall provide to BIDMC a fully signed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the same, excluding sublicenses granted to third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (“Third Party Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the extent that such redaction does not impact BIDMC’s ability to confirm Licensee’s compliance with this Agreement. Notwithstanding the foregoing, Licensee will disclose to BIDMC the identity of the Sublicensee (excluding, for avoidance of doubt, Third Party Contractors). Any sublicense which is not in accordance with the forgoing provisions shall be null and void. Any Sublicensee and Distributor agreement under this Agreement shall provide for termination of any sublicense granted hereunder upon termination of this CCPS Agreement will not automatically terminate for any sublicense granted by Celgene pursuant to Section 10.3 reason. Upon termination of this Agreement for Commercialization rights with respect to a non-Affiliated Sublicenseeany reason, provided that (i) such any Sublicensee is and Distributor not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense default under its agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will shall have the right to step into seek a license from BIDMC. BIDMC agrees to negotiate such licenses in good faith under reasonable terms and conditions consistent with this Agreement. Portions of this Exhibit, indicated by the role of Celgene as sublicensor under any such sublicense executed after xxxx “[***],” were omitted and have been filed separately with the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect Securities and Exchange Commission pursuant to the Bluebird Licensed IPRegistrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, prior as amended. Upon Licensee’s request during the term of this Agreement, BIDMC agrees to provide, on a timely basis, a letter to an existing or potential Sublicensee specifically named by Licensee stating that, in the event of termination of this CCPS Agreement (including Agreement, BIDMC will grant a license to Sublicensee under terms and conditions to be no less favorable as a whole than those granted to Sublicensee by Licensee, provided that Sublicensee is not in default of its sublicense agreement with Licensee at the time such license is to be granted by BIDMC and provided that BIDMC shall not assume any obligation of Licensee to Sublicensee under such agreement, except for the license granted. Licensee’s right to receive any payments request and Sublicensee’s right to Celgene by acquire such Sublicensee that accrue from and after the date letter are specifically conditioned on BIDMC’s review of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP)final, (iv) such executed sublicense agreement between Sublicensee will pay to Bluebird all amounts and Licensee and on BIDMC’s conclusion, at its reasonable discretion, that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result agreement is reasonable and in an imposition the best interests of any additional obligations on the part commercialization of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Patent Rights.

Sublicenses. A termination (a) Partner may sublicense (i) the right to seek and maintain Regulatory Approvals for the Product in the Field in the Territory during the Term in the Territory (except for the Post Transfer Period in the European Union and the UK), if it is necessary under applicable Law for an Approved Sublicensee to hold any Regulatory Approval for the purpose of Commercializing the Product in the Field and in the Territory, (ii) the right to Commercialize the Product in the Field and in the Territory, and (iii) the right to perform Territory-specific quality control testing not performed by Atara, qualified person release and secondary Packaging or Labeling, solely to the extent necessary in countries within the Territory where Partner has no Affiliate responsible for, or capable of, the Commercialization of one or more products within Partner’s pharmaceutical oncology product portfolio (each, an “Approved Sublicensee”); provided, however, that all such sublicenses with an Approved Sublicensee shall be consistent with the terms of this CCPS Agreement will not automatically terminate any sublicense granted and that Partner shall be responsible for performance of Partner’s responsibilities under this Agreement to the extent performed on the Partner’s behalf by Celgene an Approved Sublicensee as if Partner were itself performing such activities. For the avoidance of doubt, an Approved Sublicensee may also have the right to perform Cell Selection services pursuant to Section 10.3 8.10. All Approved Sublicensees shall have the necessary financial, regulatory and technical capacity to carry out the portion of Partner’s obligations under this Agreement sublicensed thereto and shall be required by Partner to perform all activities under this Agreement in compliance with the terms and conditions of this Agreement, any applicable Ancillary Agreement, and applicable Law. Should Partner sublicense or assign rights to an Affiliate hereunder and such Affiliate subsequently becomes a non-Affiliate, Partner shall provide written notice to Atara within [***] of such change of such non-Affiliate’s status and such non-Affiliate shall only be permitted to continue performance under the applicable sublicense or assignment if approved in writing by Xxxxx, such approval not to be unreasonably withheld or delayed. Countries for Commercialization rights with respect which Partner intends to use Approved Sublicensees are listed on Exhibit A attached hereto. Any and all sublicenses to Third Parties under this Agreement shall require the prior written consent of Atara, such consent not to be unreasonably withheld, and upon Xxxxx’s grant of consent, and following such consent, shall be deemed Approved Sublicensees hereunder. Partner shall, within [***] after granting any sublicense under this Section 2.2 to a non-Affiliated SublicenseeAffiliate, notify Atara of the grant of such sublicense and provide Atara with a true and complete copy of such sublicense agreement, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach copies of such sublicense agreement in a manner that would give rise agreements may be redacted to a right of termination on the part of Celgeneomit information (including, (iiwithout limitation, financial terms) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect not directly relevant to the Bluebird Licensed IPperformance of Partner’s obligations under this Agreement and in the case of an Affiliate, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date notify Atara of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival grant of such sublicense will not result and the identity of the Affiliate. Should it be necessary under applicable Law for an Approved Sublicensee to hold any Regulatory Approval for the purpose of Commercializing the Product in an imposition the Field and in the Territory, Partner shall provide prior written notice to Atara of any additional obligations on such requirement. [***]. If such Approved Sublicensee is otherwise acting in the part capacity of Bluebird that are not included within a Distributor as set forth in Section 2.2(b), the scope financial provisions of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)2.2(b) shall apply.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision Subject to the terms and conditions of this CCPS Agreement or (b) in material breach Agreement, as of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of CelgeneEffective Date, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird LANTHEUS will have the right to step into grant sublicenses through multiple tiers to LANTHEUS Sublicensees of the role rights granted to LANTHEUS under this Agreement in, the form of Celgene as sublicensor under a LANTHEUS Sublicense Agreement, in accordance with the terms and conditions of this Section 6.1.5. The grant of any such sublicense executed after the CCPS will not relieve LANTHEUS of its obligations under this Agreement Effective Date(including its financial obligations), with and LANTHEUS shall be responsible for any and all the rights that Celgene had obligations, acts, and omissions of each LANTHEUS Sublicensee as if a LANTHEUS Sublicensee were LANTHEUS under this Agreement. As a condition precedent to and requirements of granting any such sublicensesublicense or any amendment or modification (including to any Distributor), solely each LANTHEUS Sublicensee will agree in writing to be bound by substantially identical obligations as LANTHEUS hereunder with respect to the Bluebird activities of such LANTHEUS Sublicensee (including the terms and conditions of the CanProbe Agreement where the sublicense includes rights under the CanProbe IP). In addition, POINT shall (subject to Section 5.6.1 through 5.6.4, as well as POINT’s demonstrated ability to reliably Manufacture and supply Licensed IPProduct to LANTHEUS and all LANTHEUS Sublicensees) have the right, but not the obligation, to require that, prior to the execution of such LANTHEUS Sublicense Agreement, the applicable LANTHEUS Sublicensee(s) agree in writing to purchase Licensed Product, including Clinical and Commercial Supplies thereof, from POINT. Each LANTHEUS Sublicense Agreement will be consistent in all respects with all applicable terms and conditions of this Agreement. LANTHEUS will provide POINT with a copy of such LANTHEUS Sublicense Agreement, and any modification or termination thereof, promptly after execution of such LANTHEUS Sublicense Agreement, modification or termination (and in any event within thirty (30) days after such LANTHEUS Sublicense Agreement has been fully executed or modified or termination of this CCPS such LANTHEUS Sublicense Agreement (including has occurred); provided that any such copy may be redacted to remove any commercially sensitive information of LANTHEUS or the right LANTHEUS Sublicensee, so long as not necessary for POINT to receive any payments to Celgene by such Sublicensee that accrue from assess LANTHEUS’s and after LANTHEUS Sublicensee’s compliance with the date of the termination terms of this CCPS Agreement. LANTHEUS shall use all Commercially Reasonable Efforts to collect amounts due, and as appropriate to exercise any applicable rights under any LANTHEUS Sublicense Agreement solely with a LANTHEUS Sublicensee, including if applicable to terminate the LANTHEUS Sublicense Agreement with a LANTHEUS Sublicensee to the extent such LANTHEUS Sublicensee fails to meet its payment obligations therein. With respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after entered into by POINT within the CCPS Agreement Effective Date that relates solely Territory pursuant to Section 6.1.1, POINT shall use all Commercially Reasonable Efforts to collect amounts due, and as appropriate to exercise any applicable rights under such sublicense agreement with its sublicensee, including if applicable to terminate such sublicense agreement with its sublicensee to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges extent such sublicensee fails to meet its payment obligations to Bluebird under this Section 17.4(b)therein.

Sublicenses. A Except as expressly permitted hereby, Licensee shall not have the right to sublicense all or any portion of the License granted hereby without obtaining Licensor’s prior written consent. Notwithstanding the foregoing, Licensee shall have the right, without obtaining Licensor’s consent, to grant sublicenses of any or all rights granted to Licensee by Licensor hereunder to (i) Affiliates, or (ii) any other entity so long as Licensee shall exercise and maintain managerial control over all Restaurants and Grills owned or operated by such entity substantially in the manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a “Sublicensee”). Each sublicense will contain the provisions set out in this Agreement as the last sentence of this paragraph, subparagraph 6(b), subparagraphs 15(e) through 15(k) below and provisions (a) confirming Licensor’s ownership of the Marks and Associated Rights which are the subject of the sublicense, (b) declaring that the sublicense will be deemed automatically assigned by Licensee to Licensor upon any lawful termination of this CCPS Agreement (provided, however, that Licensor shall have the option, to be exercised within fifteen (15) days of such termination, to reject such sublicense by notice to the Sublicensee), (c) requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement and to maintain the operating and quality standards prescribed herein, (d) giving Licensor the right to determine directly whether or not such operating and quality standards are being maintained, and (e) prohibiting further sublicensing of the rights granted under the sublicense except in compliance with the terms and provisions of this paragraph. Licensee will take all appropriate steps to exercise quality control over the goods and services provided by each Sublicensee in order to ensure that the operating and quality standards required by this Agreement are being maintained. Notwithstanding anything to the contrary contained herein, Licensor shall not automatically have the right to terminate this Agreement or the License granted hereby for any sublicense granted default which may arise hereunder by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that reason of the acts or omissions of any Sublicensee so long as (i) Licensee shall use its best efforts to cause such Sublicensee is not then (a) in material breach of any provision to comply with the applicable terms and conditions of this CCPS Agreement or (b) in material breach of and to maintain the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneoperating and quality standards prescribed herein, and (ii) if Bluebird terminates this CCPS Agreement pursuant such efforts fail to Section 17.2(acause the Sublicensee to comply with such terms and conditions or maintain such standards within a reasonable time period not to exceed ninety (90) for Celgene’s failure days, Licensee shall immediately terminate or cause to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under be terminated the applicable sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination GSK shall have the right to grant sublicenses to its Affiliates and shall have the further right to grant sublicenses to Third Parties of the license granted to GSK by ITEOS under Section 9.1 (License Grant to GSK) (each, a “Sublicensee”), and any such sublicenses shall be subject to the conditions set forth in this Article 9 (Licenses; Exclusivity), provided that during the Term prior to the [***]. Any and all sublicenses shall be in writing and shall be subject to, and consistent with, the terms and conditions of this CCPS Agreement Agreement. GSK shall be responsible for ensuring the compliance of its Sublicensees with all obligations owed to ITEOS under this Agreement, shall remain liable to ITEOS for all acts and omissions of such Sublicensees and shall remain responsible for performance of all of its obligations to ITEOS hereunder. GSK’s grant of any sublicense will not automatically terminate relieve GSK or its Affiliates from any of its obligations under this Agreement. If GSK grants an exclusive sublicense granted to any Sublicensee of any rights licensed from ITEOS hereunder (an “Exclusive Sublicense”), then GSK shall promptly notify ITEOS thereof and shall promptly thereafter provide ITEOS with a copy of such Exclusive Sublicense, which copy may be reasonably redact the detailed financial terms of such Exclusive Sublicense agreement and which will be considered the Confidential Information of GSK. As a condition precedent to and requirement of any such Exclusive Sublicense, if sales by Celgene pursuant to Section 10.3 for Commercialization such Sublicensee are included in Net Sales hereunder, then such Sublicensee shall permit audit rights with respect to a non-Affiliated Sublicensee, provided its reporting of Net Sales that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, are consistent with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene those given by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird GSK hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird its sales included in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Net Sales.

Sublicenses. A termination During the term of this CCPS Agreement will not automatically terminate exclusivity granted hereunder, the license hereby granted shall include the right of LICENSEE or any sublicensee to grant written sublicenses covering Licensed Products, Licensed Services and Licensed Methods, provided that LICENSEE shall include all sales and receipts therefrom received from unaffiliated third parties by all sublicensees in LICENSEE'S statements to LICENSOR as provided in Article V and (A) in the case of sublicenses granted to parties other than to Manufacturers shall pay royalties to LICENSOR in an amount equal to the greater of (i) [ ] income received from each such sublicensee for the sale of Licensed Products and Licensed Services and for use of Licensed Confidential portions ( [ ] ) have been omitted pursuant to regulation 240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed separately with the Commission. 9 Methods or (ii)[ ], (x) of the Net Selling Price of each Licensed Product made or sold, or received from the performance of Licensed Services, by or for such sublicensee or (y) of the amounts received by or from the sublicense of Licensed Methods and (B) in the case of any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated SublicenseeManufacturer in respect of Intermediate Products pay royalties to LICENSOR as per paragraph 3(b) of Article VI. LICENSEE and its sublicensees shall be free to grant sublicenses at any royalty rate they may deem appropriate. Notwithstanding the foregoing, provided no multiple royalties shall be payable because a Licensed Product, Licensed Service, Licensed Method or Intermediate Product are or shall be sold or licensed to or by a sublicensee in the same transaction. In addition to the foregoing, LICENSEE agrees that (i) such Sublicensee is not then (a) it will remit to LICENSOR in material breach accordance with paragraph 2 of Article VII,[ ] of any provision of this CCPS Agreement option fee, license fee, prepaid royalty or other "front end payment" which it may receive from a sublicensee or which a sublicensee may receive from its sublicensees. It is agreed that research and development funding (bas defined hereafter) in material breach of the applicable sublicense agreement does not constitute an "option fee, licensee fee, prepaid royalty or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird 'front-end payment'" under this Section 17.4(b)paragraph.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will The LLC shall have the right to step into grant sublicenses of the role rights granted hereunder, provided that: (i) each Sublicensee shall have agreed in -------- writing to keep books and records and permit CYTOGEN to review such books and records pursuant to the relevant provisions, and to comply with all terms of Celgene as sublicensor under this Agreement expressly applicable to a Sublicensee of the LLC; and (ii) within 15 days of granting any such sublicense executed after the CCPS Agreement Effective Date, LLC shall give written notice of such grant to CYTOGEN and provide CYTOGEN with all the rights that Celgene had under a copy of such sublicense. No consent or approval of CYTOGEN shall be required in connection with the granting of such sublicenses. Upon reasonable request of any Sublicensee of the LLC, CYTOGEN shall cooperate with such Sublicensee to execute, acknowledge, and deliver all documentation, further assurances and other instruments solely with respect to the Bluebird Licensed IP, prior to termination existence and good standing of this CCPS Agreement (Agreement, including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date without limitation copies of the termination of this CCPS Agreement solely with respect SKICR Agreement, as amended through the relevant date, and correspondence relating thereto; provided, that, subject to the Bluebird Licensed IP)Section 3.4, -------- CYTOGEN will not (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been be or become obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated any fees or unreimbursed expenses; (less ii) incur any amounts received by Bluebird in clause additional obligations; or (iii) abovebe required to amend or deemed to have amended this Agreement or the SKICR Agreement, solely by reason thereof. Without limiting the generality of the foregoing, it is understood and agreed that the LLC may grant sublicenses to its Affiliates ("Affiliate Sublicensees") and (vof all or any part(s) the survival of its rights hereunder, in ----------------------- accordance with this Section 3.2; provided, that it shall be a condition to any -------- such sublicense will not result in to such an imposition Affiliate Sublicensee that such Affiliate Sublicensee agrees to make available directly to CYTOGEN, upon the prior written request of any additional obligations on CYTOGEN, such portion of sums owing by such Affiliate Sublicensee to the part of Bluebird that are not included within LLC under the scope of this CCPS Agreement. Celgene will include in any relevant sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird CYTOGEN is entitled under this Section 17.4(b)Article 5 hereof.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Licensee shall have the right to step into the role of Celgene as sublicensor grant sublicenses under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had and licenses granted under Section 2.1 through multiple tiers to (a) any Affiliates (for as long as such sublicensePerson remains an Affiliate) without Mirati’s prior written consent but upon prompt written notice to Mirati, solely and (b) any Third Party with respect to the Bluebird Development, manufacture or Commercialization of the Compound or any Licensed IPProducts in the Field and in the Licensed Territory, in each case with prior to termination written consent of Mirati (which shall not be unreasonably withheld, delayed or conditioned). Any and all such sublicenses shall be granted and governed by written agreements (each, a “Sublicense Agreement”) and shall be subject to, and consistent with, the terms and conditions of this CCPS Agreement and shall include a provision that permits Licensee to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms of this Agreement. Licensee shall be and remain responsible for ensuring its Sublicensees’ compliance with this Agreement and shall be and remain liable for any breaches hereof by any such Sublicensee as though the same were a breach by Licensee, [***]. [***] Licensee shall provide Mirati with a copy of each such Sublicense Agreement granted by Licensee to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or technical information to the extent not necessary for Mirati to confirm Licensee’s compliance with the terms of this Agreement) within [***] of executing such Sublicense Agreement, including an English translation, if applicable. Licensee shall, in each Sublicense Agreement, require its Sublicensee to provide the following to Mirati (or directly to Licensee): (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Filings and Regulatory Approvals Controlled by such Sublicensee, and (ii) the assignment of, or a freely sublicensable (through multiple tiers) exclusive license to, all intellectual property (including the right to receive any payments to Celgene Know-How and Patents) Controlled by such Sublicensee that accrue from Covers the Compound and after the date any Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird Sublicense Agreement. For clarity, in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition case of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under subcontractor, this Section 17.4(b)2.2 shall not apply but Section 2.8 shall apply.

Sublicenses. A termination Licensee shall have the right to grant sublicenses (or further rights of this CCPS Agreement will not automatically terminate any sublicense reference), through multiple tiers of sublicensees, under the licenses and rights of reference granted by Celgene pursuant in Section 2.1, to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, its Affiliates and Sublicensees; provided that any such sublicenses granted to Sublicensees shall be (i) subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except Licensee may grant a sublicense to an Affiliate with notice but without CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 consent; provided that in the event a sublicensed Affiliate ceases to be an Affiliate of Licensee, then such Affiliate shall thereafter be deemed to be a Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach and Licensee shall deliver a copy of the applicable sublicense agreement or otherwise in breach to AstraZeneca within [***] ([***]) [***] of such sublicense agreement in a manner that would give rise Sublicensee ceasing to a right be an Affiliate of termination on the part of Celgene, Licensee; and (ii) consistent with, and expressly made subject to, the terms and conditions of this Agreement. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement, as if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees were a Party to this Agreement. Licensee hereby (x) guarantees the performance of its Affiliates and does pay to Bluebird all outstanding amounts permitted Sublicensees that accrued are sublicensed as a result permitted herein and the grant of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Dateshall not relieve Licensee of its obligations under this Agreement, with all the rights that Celgene had under such sublicense, solely with respect except to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene extent they are satisfactorily performed by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (vy) the survival waives any requirement that AstraZeneca exhaust any right, power or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement prior to proceeding directly against Licensee. A copy of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed by Licensee to a Sublicensee shall be provided to AstraZeneca within [***] ([***]) [***] after its execution; provided that the CCPS Agreement Effective Date that relates solely financial terms of any such sublicense agreement to the Bluebird Licensed IP extent not pertinent to an understanding of a provision in which said Sublicensee acknowledges its Party’s obligations to Bluebird or benefits under this Section 17.4(b)Agreement may be redacted.

Sublicenses. A ALIMERA may grant sublicenses to sublicensees that are consistent with the terms and conditions of this Agreement, provided that [*]. Unless otherwise consented to in writing by EMORY (such consent not to be unreasonably withheld or delayed), [*]. ALIMERA shall include in any sublicense granted pursuant to this Agreement, (i) a provision requiring the sublicensee to indemnify EMORY and maintain liability coverage substantially to the same extent that ALIMERA is so required pursuant to Articles 10.2 and 10.4 of this Agreement and (ii) the right for EMORY or ALIMERA to audit the sublicensee to the same extent that ALIMERA is so required pursuant to Article 4.4 of this Agreement. Notwithstanding the foregoing, [*]. ALIMERA shall provide EMORY with complete copies of all sublicense agreements within [*] after their execution date, provided that ALIMERA shall have the right, prior to disclosing to EMORY, to redact such copies to remove the confidential business information of the sublicensee to the extent that such information does not relate to the Licensed Patents and/or Licensed Technology, including the business plans and research plans of the sublicensee related solely to technology other than the Licensed Patents and/or Licensed Technology. For the avoidance of doubt, ALIMERA may not remove the economic terms of such sublicense agreements to the extent that such information relates to the Licensed Patents and/or Licensed Technology. EMORY shall treat all copies of sublicense agreements and other sublicensee (or potential sublicensee) information received from ALIMERA as Information pursuant to Article 11 below. Upon termination of this CCPS Agreement will not automatically terminate for any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicenseereason, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will sublicensee shall have the right to step into seek a license from EMORY to the role of Celgene as sublicensor under any such sublicense executed after Licensed Patents and the CCPS Agreement Effective DateLicensed Technology, and EMORY * Certain Information has been omitted and filed separately with all the rights that Celgene had under such sublicense, solely Commission Confidential treatment has been requested with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)omitted portions.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Licensee shall have the right to step into grant sublicenses (through multiple tiers) to its Affiliates and Third Parties under its license in Section 2.1, provided that, Licensee shall not grant such sublicenses to any Third Party without the role prior written consent of Celgene Licensor (except as sublicensor under any may be necessary in connection with the engagement of a Third Party contract services provider to Develop, Manufacture and/or Commercialize the Licensed Products on Licensee’s behalf, solely in the Territory), such consent not to be unreasonably withheld or delayed. Each sublicense shall include the following obligations: (a) a requirement that the sublicensee comply with all applicable terms of this Agreement, (b) if such sublicense executed after contains a right to Commercialize Licensed Products, such sublicense will also contain the CCPS Agreement Effective Datefollowing provisions: (i) a requirement that the sublicensee submit applicable sales or other reports to Licensee to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement, with and (ii) a requirement that such sublicensee submit to the audit requirement set forth in Section 5.7, and (c) provisions whereby Licensee obtains (i) assignment and transfer of ownership and possession of, or a right to reference all Regulatory Materials and Regulatory Approvals Controlled by such sublicensee that relate to any Licensed Product (which assignment or right of reference may also be provided directly to Licensee), and (ii) ownership of, or a fully sublicensable (through multiple tiers) license under and to, any Know-How and Patent Rights that are developed by or on behalf of the rights that Celgene had under sublicensee in the performance of such sublicenseagreement and are reasonably necessary or useful to the Development, solely Manufacture or Commercialization of Licensed Products (which license shall be exclusive with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by practice such Sublicensee that accrue from Know-How and after Patent Rights outside the date Territory). Licensee shall remain primarily responsible for the acts, errors or omissions, breach, or performance of the termination obligations hereunder by each of this CCPS Agreement solely its sublicensees. Licensee shall provide Licensor with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival a copy of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed it enters into, within thirty (30) days after the CCPS Agreement Effective Date execution thereof, provided that relates solely such copy may be subject to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations redaction as Licensee reasonably believes appropriate to Bluebird under this Section 17.4(b)protect confidential business information, including financial provisions and other sensitive information as applicable.

Sublicenses. A Amylin shall at all times be free to grant sublicenses to its Affiliates, provided that any further sublicense by any such Affiliate shall be subject to the terms and conditions of Amgen’s right of first offer under Section 2.6. Subject to Amgen’s right of first offer under Section 2.6, and only as expressly permitted under this Article 2, Amylin may grant sublicenses to Third Parties, which shall allow the grant of further sublicenses by such Third Parties; provided, however, that any such sublicense of rights to a Third Party, other than to a CMO (which is subject to Exhibit H), shall be subject to the prior written consent of Amgen, which shall not be unreasonably withheld or delayed; and provided further that any sublicense of Amylin’s rights under the Manufacturing Information shall only be granted to a Third Party contract manufacturer engaged by Amylin to manufacture Licensed Products. Notwithstanding the sublicensing of all or part of Amylin’s rights and obligations hereunder, Amylin shall remain responsible for the full and complete performance of all of Amylin’s obligations and duties under this Agreement. Amylin shall promptly notify Amgen of the granting of any sublicense hereunder and provide to Amgen a copy of the fully-executed agreement under which Amylin granted such sublicense (from which Amylin may redact any confidential information that is not necessary to disclose to Amgen for purposes of confirming compliance with this Agreement). Any such sublicense shall require the Sublicensee to comply with the obligations of Amylin as contained herein. Any such sublicense shall provide for the termination of the sublicense upon termination of this CCPS Agreement, except that such sublicense shall not terminate upon termination of this Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such but instead shall remain in full force and effect if the Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable its sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, and such Sublicensee agrees provides to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, Amgen within thirty (iii30) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed days after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including a written agreement to be bound as licensee under the right terms and conditions of this Agreement as to receive any payments to Celgene by the field and territory in which such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have has been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such granted rights under its sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreementagreement. Celgene will Amylin shall include in any sublicense agreement executed after express language that the CCPS Agreement Effective Date that relates solely terms, conditions and obligations of any such sublicense are subject to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its terms, conditions and obligations to Bluebird under of this Section 17.4(b)Agreement.

Sublicenses. A termination COMPANY may grant sublicenses to sublicensees, who may in turn grant sub-sublicenses so long as and on the condition that any such sublicensee or sub-sublicensee, as the case may be, be approved in advance and in writing by EMORY following notice and request of any such approval by Licensee or sublicensee, which approval shall not be unreasonably denied or delayed; provided further, that any delay in responding to any such request for approval beyond thirty (30) days shall be deemed an approval of such Person for such purpose. All such sublicenses (and sub-sublicenses) shall be further conditioned on each such agreement being consistent with the terms and conditions of this CCPS Agreement, provided that COMPANY shall remain responsible for the operations of its sublicensees that are relevant to this Agreement will as if such operations were carried out by COMPANY, including, but not automatically terminate limited to, the payment of all fees and royalties due under this Agreement, whether or not such payments are made to COMPANY by its sublicensees. COMPANY shall (a) use commercially reasonable efforts to enforce the terms of any sublicense granted by Celgene such agreement against the sublicensee, (b) require the sublicensee to indemnify EMORY and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision 10.2 of this CCPS Agreement or and (bc) in material breach retain the right for EMORY to audit any such sublicensee to the same extent that COMPANY is so required pursuant to Section 4.5 of this Agreement. COMPANY may also grant any such sublicensee the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise right to a right of termination cure any payment default on the part of CelgeneCOMPANY under this Agreement. COMPANY shall provide EMORY with copies of all sublicense agreements within thirty (30) days of their execution date. In the event of any termination of this Agreement by EXXXX, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to XXXXX shall deemed the “licensor” under any and does pay to Bluebird all outstanding amounts that accrued sublicenses having been entered into or otherwise granted by COMPANY so long as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect conforms to the Bluebird Licensed IP, prior to termination requirements of this CCPS Agreement (including the right to receive any payments to Celgene by and such Sublicensee that accrue from and after shall not otherwise be in default under the date terms of the termination of this CCPS Agreement solely with respect its Sublicense, in which case EMORY shall be bound to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less terms of any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will as if it were a party thereto, unless mutually agreed in writing otherwise by EMORY and Sublicensee. Such Sublicensee shall not result in an imposition become a direct licensee of EMORY should the Sublicensee challenge the validity or enforceability of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Patent.

Sublicenses. A termination Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this CCPS Agreement will Section 3.1.5 shall not automatically terminate be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Celgene Genocea pursuant to this Section 10.3 3.1.5 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 confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the form attached hereto as Exhibit E. Genocea remains primarily responsible for Commercialization rights the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to a non-Affiliated and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, provided as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise are greater than those owed to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued Genocea hereunder as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)preceding sentence.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Licensee shall have the right to step into the role of Celgene as sublicensor grant sublicenses under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had and licenses granted under Section 2.1 through multiple tiers to (a) any Affiliates (for as long as such sublicensePerson remains an Affiliate) without Mirati’s prior written consent but upon prompt written notice to Mirati, solely and (b) any Third Party with respect to the Bluebird Development, manufacture or Commercialization of the Compound or any Licensed IPProducts in the Field and in the Licensed Territory, in each case with prior to termination written consent of Mirati (which shall not be unreasonably withheld, delayed or conditioned). Any and all such sublicenses shall be granted and governed by written agreements (each, a “Sublicense Agreement”) and shall be subject to, and consistent with, the terms and conditions of this CCPS Agreement and shall include a provision that permits Licensee to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms of this Agreement. Licensee shall be and remain responsible for ensuring its Sublicensees’ compliance with this Agreement and shall be and remain liable for any breaches hereof by any such Sublicensee as though the same were a breach by Licensee, [***]. *** Certain Confidential Information Omitted. [***] Licensee shall provide Mirati with a copy of each such Sublicense Agreement granted by Licensee to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or technical information to the extent not necessary for Mirati to confirm Licensee’s compliance with the terms of this Agreement) within [***] of executing such Sublicense Agreement, including an English translation, if applicable. Licensee shall, in each Sublicense Agreement, require its Sublicensee to provide the following to Mirati (or directly to Licensee): (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Filings and Regulatory Approvals Controlled by such Sublicensee, and (ii) the assignment of, or a freely sublicensable (through multiple tiers) exclusive license to, all intellectual property (including the right to receive any payments to Celgene Know-How and Patents) Controlled by such Sublicensee that accrue from Covers the Compound and after the date any Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird Sublicense Agreement. For clarity, in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition case of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under subcontractor, this Section 17.4(b)2.2 shall not apply but Section 2.8 shall apply.

Sublicenses. A (1) Upon termination of this CCPS Agreement will not automatically terminate LICENSE AGREEMENT as a whole or the BUTAMAX PATENT TERM for any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that reason: (i) such Sublicensee is not GEVO shall provide BUTAMAX with copies of all sublicense agreements then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneeffect with its AFFILIATES and other GEVO SUBLICENSEES, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) all such sublicense agreements between GEVO and its AFFILIATES and other GEVO SUBLICENSEES shall remain in effect in accordance with their terms (and, for Celgene’s failure to fulfill its payment obligations hereunderthe avoidance of doubt, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued shall not be terminated as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to LICENSE AGREEMENT as a whole or the Bluebird Licensed IPBUTAMAX PATENT TERM), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause and (iii) aboveGEVO shall assign and transfer all of its rights and obligations under each such sublicense agreement (to the extent relating to BUTAMAX PATENTS) to BUTAMAX and (v) the survival BUTAMAX shall assume all of such rights and obligations under each such sublicense will agreement (except that BUTAMAX shall not result in an imposition of be bound to perform any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include set forth in any sublicense agreement executed agreements that extend beyond the obligations of BUTAMAX set forth in this LICENSE AGREEMENT). For the avoidance of doubt, GEVO’s obligations to pay BUTAMAX royalties under Section 3(a) and TECHNOLOGY FEES (if any) under Section 3(c) on behalf of GEVO itself, its AFFILIATES and other GEVO SUBLICENSEES shall survive each such assignment and assumption (including such royalties and TECHNOLOGY FEES (if any) relating to activities after the CCPS Agreement Effective Date effective date of each such assignment and assumption) until all such royalties and TECHNOLOGY FEES (if any) are paid in full; provided, that relates solely in no event shall GEVO be held to account to BUTAMAX for such royalties and TECHNOLOGY FEES (if any) relating to activities after the Bluebird Licensed IP a provision in which said Sublicensee acknowledges effective date of each such assignment and assumption unless and until BUTAMAX has LEGAL_US_W # 82848909.3 70 used its obligations commercially reasonable efforts to Bluebird under this Section 17.4(b)collect such royalties or TECHNOLOGY FEES (if any) from the applicable GEVO SUBLICENSEE and has not received such royalties or TECHNOLOGY FEES (if any) from such GEVO SUBLICENSEE directly within six (6) months from the applicable due date for such amounts relating to activities after the effective date of each such assignment and assumption.