Common use of Affiliates and Subcontractors Clause in Contracts

Affiliates and Subcontractors. Each Party may perform its obligations hereunder personally or through one or more Affiliates or subcontractors, although each Party shall nonetheless be solely responsible for the performance of its Affiliates and subcontractors. Neither Party shall permit any of its Affiliates or subcontractors to commit any act (including any act of omission) that such Party is prohibited hereunder from committing directly. The use of subcontractors by either Party shall not increase the financial obligations of the other Party hereunder in any respect. [Signature page follows] License, Development and Commercialization Agreement – Confidential – Page 28 INFINITY PHARMACEUTICALS, INC. By: Title: Date of Signature: NOVARTIS INTERNATIONAL PHARMACEUTICAL LTD. By: Title: Date of Signature: By: Title: Date of Signature: Schedule A Licensed Patents [to be provided] License, Development and Commercialization Agreement – Confidential EXHIBIT B SCAFFOLD EXAMPLES The scheme below serves as an example of what would and would not be included as part a single Scaffold, as defined in Sections 1.36. The scheme describes the synthesis of a Scaffold which would include the structures 4b-d and 5b-d. 4b-d and 5b-d are rigid, densely functionalized compounds that can undergo further reactions to introduce a variety of functional groups around the [**] structure. The [**] groups can serve as substrates for [**] cross-coupling reactions. The [**] can react with [**] while simultaneously unmasking [**] for subsequent reactions. All of these modifications to the Scaffold would be considered as part of the same Scaffold. Additionally, it is conceivable that many other [**] could have been employed to create the [**] precursor to the [**] embedded in the [**] scaffold and those which are accessible via a reasonable synthetic pathway would also be considered part of the same Scaffold. In this example, replacement of the designated [**] precursor to the [**] with another would create a different Scaffold because it would create different array of chemical functionality for subsequent attachment of a variety of substituents using synthetic organic transformations and would be considered a different Scaffold. Notwithstanding the foregoing, if the use of various [**] were explored and was found to react similarly (as the [**] were found to in this example), then the scope of such variability would be considered part of the same Scaffold; provided that the same array of chemical functionality for subsequent attachment of a variety of substitutes is present. For example, it might be that the [**] was tested and found to react similarly and therefore should be included in the Scaffold. Additionally, breaking the [**] embedded in the [**] structure would result in a compound with significantly different topology and physicochemical properties which would introduce many unanticipated synthetic organic chemistry challenges at the level of creating the Scaffold as well as introducing substituents that this would be considered a different Scaffold. [**] EXHIBIT C SYNTHETIC PATHWAYS AND SCAFFOLDS [to be provided]