Common use of EPIZYME’s Sublicensing Rights Clause in Contracts

EPIZYME’s Sublicensing Rights. EPIZYME may grant sublicenses under the rights granted to it under Section 5.2.1 to (a) any of EPIZYME’s Affiliates and to any Third Party in any country other than a country in Asia without the prior written consent of EISAI, or (b) subject to compliance with Section 5.6, any of EPIZYME’s Affiliates and to any Third Party in Asia (outside of the EISAI Territory) without the prior written consent of EISAI. EPIZYME shall provide EISAI with a fully-executed copy of any agreement (redacted as necessary to protect confidential or commercially sensitive information) reflecting any sublicense granted by EPIZYME under this Section 5.2.2, other than sublicenses to Affiliates or Third Party service providers engaged by EPIZYME in the ordinary course of business, promptly (but in no event later than [**] days) after the execution thereof. Each sublicense granted by EPIZYME under this Section 5.2.2 shall be subject to and consistent with the terms and conditions of this Agreement. EPIZYME shall remain primarily liable for, and shall guarantee the performance of, its Affiliates and Sublicensees with respect to any sublicense granted pursuant to this Section 5.2.2.

EPIZYME’s Sublicensing Rights. Subject to Section 7.1, EPIZYME may shall have the right to grant sublicenses under the rights granted to it under Section Sections 5.2.1 through 5.2.5 inclusive, without the prior written consent of CELGENE to (a) any of EPIZYME’s Affiliates and to any Third Party subcontractors engaged by EPIZYME in any country other than a country in Asia the ordinary course of business. EPIZYME shall also have the right to grant sublicenses under the rights granted to it under Sections 5.2.1 through 5.2.5 inclusive, without the prior written consent of EISAICELGENE, to any EPIZYME Affiliate or Third Party; provided however that EPIZYME shall provide CELGENE with (a) [**] days written notice prior to executing any such sublicense agreement with a Third Party in any country in the EPIZYME Territory and (b) subject to compliance with Section 5.6, any of EPIZYME’s Affiliates and to any Third Party in Asia (outside of the EISAI Territory) without the prior written consent of EISAI. EPIZYME shall provide EISAI with a fully-fully executed copy of any agreement (redacted as necessary to protect confidential or commercially sensitive information) reflecting any such sublicense granted by EPIZYME under this Section 5.2.2, other than sublicenses to Affiliates or Third Party service providers engaged by EPIZYME in the ordinary course of business, promptly (but in no event later than [**] days) after the execution thereof. Each sublicense granted by EPIZYME under this Section 5.2.2 5.2.6 shall be subject to and consistent with the terms and conditions of this Agreement. EPIZYME shall remain primarily liable for, and shall guarantee the performance of, its Affiliates and Sublicensees with respect to any sublicense granted pursuant to this Section 5.2.25.2.6.