Common use of Sublicenses Clause in Contracts

Sublicenses. RBNC shall be entitled, without the prior consent of AMGEN, to grant one or more sublicenses of the rights granted by AMGEN under Section 2.1 to RBNC, by a written agreement to one or more Sublicensees (including through multiple tiers of sublicenses), provided, however, that as a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense shall be in writing and consistent with and subject to the terms and conditions of this Agreement (each a “Sublicense Agreement”); and (b) RBNC will continue to be responsible for full performance of RBNC’s obligations under this Agreement; and (c) RBNC shall pay Sublicense Consideration, if any, in accordance with Section 3.3 (Sublicensing Income); and (d) in all other respects, RBNC will be responsible for all actions of such Sublicensee as if such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 (Responsibility). [***] during the term of this Agreement, RBNC will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the Products) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense Agreement.

Sublicenses. RBNC shall be entitled, without the prior consent of AMGEN, to grant one or more sublicenses of the rights granted by AMGEN under Section 2.1 to RBNC, by a written agreement to one or more Sublicensees (including through multiple tiers of sublicenses), provided, however, that as a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense shall be in writing and consistent with and subject Subject to the terms and conditions of this Agreement (Agreement, TDCC shall have the right to grant sublicenses under the rights granted in Section 4.1 above to Affiliates of TDCC; provided that the terms of each a “Sublicense such sublicense shall be consistent with the terms of this Agreement”); . It is understood that any such sublicense shall be subject and (b) RBNC will continue subordinate to be the terms and conditions of this Agreement, and that TDCC shall remain responsible for full performance of RBNC’s all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1, 4.1.2 and 4.1.3 above to one or more Third Parties; and (c) RBNC provided that any revenue received from such a Sublicensee for such grant shall pay Sublicense Consideration, if any, be shared in accordance with Section 3.3 5.2(iv). TDCC shall provide to Symyx at least the following information with respect to each Sublicensee or Affiliate sublicensed: (Sublicensing Income)i) the identity of each Sublicensee or Affiliate sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (diii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx in connection with a transfer of substantially all other respects, RBNC will be responsible for all actions the business of such Sublicensee as if to which such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 (Responsibility). [***] during the term of this Agreement, RBNC will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the Products) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense Agreementsublicense relates.

Sublicenses. RBNC shall be entitled, without COMPANY will have the prior consent of AMGEN, right to grant one or more sublicenses of the license and other rights granted by AMGEN under Section 2.1 and this Agreement and through multiple tiers, provided however that any such grant of a sublicense in a field to RBNC, which COMPANY has a non-exclusive license must be accompanied by a written agreement grant of either (1) a sublicense in a field to one which COMPANY has an exclusive license on the effective date of such SUBLICENSE AGREEMENT, (2) a grant of material COMPANY intellectual property rights including license rights under the OTHER AGREEMENTS or more Sublicensees (including through multiple tiers 3) a combination of sublicenses(I) and (2), provided, however, and further provided however that as a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense multiple tier sublicenses shall be in writing and consistent with the provisions herein with respect to SUBLICENSES and subject limited to sublicenses where COMPANY has granted material COMPANY intellectual property rights and a SUBLICENSE under this AGREEMENT. For the purpose of clarity, SUBLICENSEES do not have the right to grant further sublicenses except as provided under this Section 2.3. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. Upon termination of this Agreement (each for any reason, any SUBLICENSEE not then in default shall have the right to take a “Sublicense Agreement”); direct license from XXXXXXXXX and (b) RBNC DFCI under rights and terms substantially identical to the sublicense rights and terms which COMPANY previously granted to such SUBLICENSEE, and SUBLICENSEE will continue to be responsible for full performance of RBNC’s obligations under this Agreement; and (c) RBNC shall pay Sublicense Consideration, if any, in accordance with Section 3.3 (Sublicensing Income); and (d) in all other respects, RBNC will be responsible for all actions of such Sublicensee XXXXXXXXX as if such Sublicensee it were RBNC hereunder, including, for clarity, payment of royalties COMPANY under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 (Responsibility). [***] during the term terms of this Agreement, RBNC . XXXXXXXXX and DFCI each agrees to execute such direct license and any non-identical terms will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting be negotiated between SUBLICENSEE and XXXXXXXXX and DFCI in support of RBNC’s efforts to Exploit the Products) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense Agreementgood faith under reasonable terms and conditions.

Sublicenses. RBNC shall be entitled, without the prior consent of AMGEN, to grant one or more sublicenses of the rights granted by AMGEN under Section 2.1 to RBNC, by a written agreement to one or more Sublicensees (including through multiple tiers of sublicenses), provided, however, that as a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense shall be in writing and consistent with and subject Subject to the terms and conditions of this Agreement (Agreement, TDCC shall have the right to grant sublicenses under the rights granted in Section 4.1 above to Affiliates of TDCC and TDCC Joint Ventures; provided that the terms of each a “Sublicense such sublicense shall be consistent with the terms of this Agreement”); . It is understood that any such sublicense shall be subject and (b) RBNC will continue subordinate to be the terms and conditions of this Agreement, and that TDCC shall remain responsible for full performance of RBNC’s all applicable financial and other obligations under this Agreement for each such Affiliate sublicensed, including without limitation milestone and royalty payments due to Symyx hereunder with respect to development and sales of Products. Subject to the terms and conditions of this Agreement, TDCC or an Affiliate of TDCC shall also have the right to grant sublicenses under the rights granted in Sections 4.1.1 and 4.1.2 above to one or more Third Parties (other than TDCC Joint Ventures); and (c) RBNC provided that any revenue received from such a Sublicensee for such grant shall pay Sublicense Consideration, if any, be shared in accordance with Section 3.3 J2.1(iv) or J3.1 of Exhibit J, as applicable. TDCC shall provide to Symyx Tech at least the following information with respect to each Sublicensee or Affiliate or TDCC Joint Venture sublicensed: (Sublicensing Income)i) the identity of each Sublicensee or Affiliate or TDCC Joint Venture sublicensed, (ii) a summary of the rights granted as to both subject matter and territory; and (diii) a summary of the Confidential Information of Symyx and Program Technology furnished to each Sublicensee or Affiliate or TDCC Joint Venture. No sublicense granted by TDCC or an Affiliate to a Third Party may be further assigned or further transferred by any Sublicensee without the prior written consent of Symyx Tech, which consent shall not be unreasonably withheld; provided, any such a sublicense may be further assigned by a Sublicensee without the consent of Symyx Tech in connection with a transfer of substantially all other respects, RBNC will be responsible for all actions the business of such Sublicensee as if to which such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 (Responsibility). [***] during the term of this Agreement, RBNC will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the Products) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense Agreementsublicense relates.

Sublicenses. RBNC shall be entitledThe Analog Parties may only grant sublicenses under the Transferred Intellectual Property Rights or the Transferred Technology (i) to vendors, without suppliers, and customers in the prior consent ordinary course of AMGENbusiness of design, to grant one development, manufacturing, distribution, import, and sale of Analog products or more sublicenses of the rights granted by AMGEN under Section 2.1 to RBNC, by a written agreement to one or more Sublicensees (including through multiple tiers of sublicenses), provided, however, products that as a condition precedent to and requirement of any such sublicense: (a) any such permitted sublicense shall be in writing and consistent with and subject to the terms and conditions of this Agreement (each a “Sublicense Agreement”); and (b) RBNC will continue to be responsible for full performance of RBNC’s obligations under this Agreement; and (c) RBNC shall pay Sublicense Consideration, if any, incorporate Analog products in accordance with Section 3.3 (Sublicensing Income); the terms of the License Back and (dii) in connection with the sale, spin-off, reorganization, merger or disposition of any product line or line of business (each, a “Transaction-Connected Sublicense”). The Analog Parties may grant three Transaction-Connected Sublicenses without Licensee’s consent (but must provide reasonably prompt notice to Licensee of the same) and thereafter, with Licensee’s consent, not to be unreasonably refused. Transaction-Connected Sublicenses under this Section 6.2 may only be granted in a bona fide transaction not designed for the purpose of immunizing the grantee from the assertion of the Transferred IP Rights by Licensee. Each grantee of such a Transaction-Connected Sublicense may grant one Transaction-Connected Sublicense without Licensee’s consent (but must provide reasonably prompt notice to Licensee of the same) subject, in all other respects, RBNC to the foregoing terms and conditions. No Transaction-Connected Sublicense may be granted except as provided above. Every sublicense under this Section 6.2 shall not include (and shall expressly exclude) any and all rights with regard to Cellular Semiconductor Products and moreover shall be subject to terms at least as restrictive as those described in Exhibit E-2. Each grantee under a sublicense under this Section 6.2 will be responsible for have the right to transfer the sublicense in connection with the transfer, sale or other disposition of all actions or substantially all of such Sublicensee as if such Sublicensee were RBNC hereunderthe assets of the grantee. For clarification, including, for clarity, payment the provisions set forth in this Section 6.2 shall not limit the rights of royalties the parties under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 (Responsibility). [***] during the term 14.4 of this Agreement, RBNC will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the Products) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense Agreement.

Sublicenses. RBNC shall be entitled, without (a) The rights and licenses granted pursuant to Section 2.1 and Section 2.2 include the prior consent of AMGEN, right to grant one or more sublicenses of the rights granted by AMGEN under Section 2.1 (through multiple tiers) to RBNC, by Third Parties pursuant to a written sublicense agreement to one or more Sublicensees (including through multiple tiers of sublicenseseach a “Sublicense Agreement”), ; provided, however, that as a condition precedent to and requirement of any such sublicense: (a) MERSANA or its Affiliate may only enter into Sublicense Agreements with respect to Licensed Targets, and with respect to any specific Licensed Target, only after the corresponding License Fee for such Licensed Target has been paid to SNFX; (b) MERSANA shall provide SNFX with a copy of each such Sublicense Agreement granted under this Section 2.4, and any amendment thereto, within thirty (30) days following execution thereof, it being understood and agreed to by SNFX that commercially sensitive information may be redacted from such copies to the extent such information is not necessary to verify compliance hereunder, and the terms, conditions and existence of such Sublicense Agreement and amendments thereto shall be deemed the Confidential Information of MERSANA; (c) any such permitted sublicense Sublicense Agreement and amendments thereto shall be in writing and consistent with and subject to the terms and conditions of this Agreement CLOA; (each a “Sublicense Agreement”)d) MERSANA shall remain fully responsible to SNFX for the performance of its Sublicensee(s) with respect to MERSANA’s obligations under the terms of this CLOA; and (be) RBNC will continue MERSANA shall reserve the right under each Sublicense Agreement to be responsible for full performance conduct an audit of RBNC’s obligations its Sublicensee in a comparable manner to Section 3.12. XXXXXXX shall remain obligated to make all payments due to SNFX under the terms of this Agreement; and (c) RBNC shall pay Sublicense Consideration, if any, in accordance with Section 3.3 (Sublicensing Income); and (d) in all other respects, RBNC will be responsible for all actions of such Sublicensee as if such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, CLOA with respect to the sublicensing activities of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 (Responsibility). [***] during the term of this Agreement, RBNC will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the Products) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense Agreementits Sublicensees.

Sublicenses. RBNC Subject to the restrictions set forth on Schedule 3.2, LICENSEE shall be entitled, without have the prior consent of AMGEN, right to grant sublicenses through multiple tiers to one or more sublicenses of the rights granted by AMGEN under Section 2.1 to RBNC, by a written agreement its Affiliates and to one or more Sublicensees (including through multiple tiers of sublicenses)any and all rights granted to LICENSEE under this Agreement by AGTC, providedprovided that in no event may LICENSEE grant a sublicense, howeverand LICENSEE shall use reasonable efforts to ensure that none of its Affiliates or their respective Sublicensees grant a sublicense, of any of the rights licensed under Section 3.1(b) with respect to a Product to any Person that, as of the date of the sublicense grant, has publicly disclosed, or otherwise disclosed to LICENSEE, that it is (i) Developing or Commercializing a product in a program that constitutes a Competing Program as of the date of the sublicense grant if at such time LICENSEE is Developing such Product or (ii) Commercializing a condition precedent to and requirement product in a program that constitutes a Competing Program as of any the date of the sublicense grant if at such sublicense: time LICENSEE is Commercializing such Product, in each case of (ai) any or (ii) without AGTC’s prior written consent, which AGTC may give in its sole discretion. Each such permitted sublicense shall be in writing subject and subordinate to, and consistent with and subject to with, the terms and conditions of this Agreement (each a “Sublicense Agreement”); and (b) RBNC will continue to be responsible for full performance . The engagement of RBNC’s any Sublicensee in compliance with this Section 3.2 shall not relieve LICENSEE of its obligations under this Agreement; and (c) RBNC . LICENSEE shall pay Sublicense Consideration, if any, in accordance with Section 3.3 (Sublicensing Income); and (d) in all other respects, RBNC will be remain responsible for all actions or omissions of its Sublicensees and LICENSEE’s breaches under this Agreement that are caused by its Sublicensee’s breach of any sublicense agreement (or delay caused by such breach). LICENSEE shall provide a redacted copy of each sublicense to AGTC promptly following execution of such Sublicensee as if such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 (Responsibility). [***] during the term of this Agreement, RBNC will provide AMGEN a list of all Sublicense Agreements (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the Products) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense Agreementsublicense.

Sublicenses. RBNC shall be entitled, without the prior consent of AMGEN, to grant one or more sublicenses of Celularity may only sublicense the rights granted by AMGEN Sorrento to Celularity under Section 2.1 2.2 above to RBNC, by a third parties with Sorrento’s prior written agreement to one or more Sublicensees (including through multiple tiers of sublicenses), provided, however, that as a condition precedent to and requirement of consent. Before granting any such sublicense: (a) , Celularity shall enter into a definitive written agreement with any such permitted sublicense shall be in writing and consistent with and sublicensee that contains provisions that obligate such sublicensee to Celularity to at least the same extent that Celularity is obligated to Sorrento under this Agreement, subject to confidentiality, the scope of such license as to territory, sublicensed products, and indications, and that contains protections in favor of Sorrento at least as protective as those set forth in this Agreement, including, without limitation, confidentiality provisions no less protective of the Licensed Materials than the terms and conditions of this Agreement (Agreement, indemnification from such sublicensee to Sorrento, and a disclaimer of warranties on behalf of Sorrento. Notwithstanding Celularity’s right to sublicense hereunder, Celularity shall remain responsible and liable for the acts and/or omissions of each sublicensee, and without limiting the forgoing, any act or omission of a “Sublicense Agreement”); and (b) RBNC will continue to sublicensee shall be responsible for full performance deemed an act or omission of RBNC’s obligations under this Agreement; and (c) RBNC shall pay Sublicense ConsiderationCelularity hereunder and, if anyapplicable, a breach of this Agreement by Celularity. Within [***] following execution of each sublicense agreement, Celularity shall provide Sorrento with a copy of such sublicense and shall certify in such notice that the sublicense was granted in accordance with this Section 3.3 (Sublicensing Income); and (d) in all other respects2.4. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, RBNC will be responsible for all actions of such Sublicensee as if such Sublicensee were RBNC hereunder, including, for clarity, payment of royalties under Section 3.2. Notwithstanding the foregoing, with respect to the sublicensing of Significant Territorial Rights, RBNC shall have no right to grant any such sublicenses to Exploit the Products prior to the earlier of MARKED BY [***], without AMGEN’s prior written consent, except that RBNC may grant sublicenses to contractors acting in support of RBNC’s efforts to Exploit the Products as described in Section 5.1 HAS BEEN OMITTED BECAUSE IT IS BOTH (Responsibility). [***] during the term of this Agreement, RBNC will provide AMGEN a list of all Sublicense Agreements I) NOT MATERIAL AND (excluding agreements with contractors acting in support of RBNC’s efforts to Exploit the ProductsII) then in effect together with a summary of any Sublicense Income received by RBNC pursuant to each such Sublicense AgreementIS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.