Common use of Right to Subcontract Clause in Contracts

Right to Subcontract. Xxx will not propose the engagement of any Subcontractor that is Debarred/Excluded. Zai may engage (a) Subcontractors solely to perform Xxx’s Development activities with respect to Licensed Products under this Agreement on Xxx’s behalf (each a “Development Subcontractor”) or (b) Third Party Distributors to distribute Licensed Products in the Territory on behalf of Xxx, in either case, without Blueprint’s prior written consent, but subject to the requirements set forth in the first, the second to last, and the last sentence of this Section 2.2.3 (Right to Subcontract), Section 2.2.4 (Notices of Sublicensing and Subcontractors), Section 2.2.5 (Zai Audits of Sublicensees and Subcontractors), and Section 2.2.6 (Responsibility for Sublicensees and Subcontractors). Prior to Xxx’s engagement of the first Subcontractor (other than a Development Subcontractor or Third Party Distributor), Xxx will provide to the JSC to review, discuss, and determine whether to approve as Preapproved Subcontractors a list of Subcontractors that Zai may engage to perform its obligations and exercise its rights under this Agreement. In addition, during the term, Xxx may propose additional Subcontractors to be approved by the JSC as Preapproved Subcontractors and following the approval by the JSC of any such additional Subcontractors, such Subcontractors will be Preapproved Subcontractors. Zai may engage any such Preapproved Subcontractor to perform Zai’s obligations and exercise of Xxx’s rights under this Agreement. In addition, if Xxx wishes to engage a Subcontractor (other than a Development Subcontractor or Third Party Distributor) that is not a Preapproved Subcontractor to perform its obligations or exercise its rights under this Agreement related to the (i) Manufacture of a Licensed Product following completion of the Manufacturing Technology Transfer, or (ii) the Commercialization of such Licensed Product in a region in the Territory, then, in each case ((i) and (ii)), Zai will provide written notice to Blueprint at least [****] before engaging any such Subcontractor identifying Xxx’s intention to engage such Subcontractor, the purpose of engaging such Subcontractor, and the identity of such Subcontractor. Within [****] after the receipt of such written notice, Blueprint may provide written notice of its veto of Xxx’s engagement of such proposed Subcontractor and in such case, Xxx will not engage such Subcontractor to perform its obligations or exercise its rights under this Agreement, provided that Blueprint will not unreasonably veto such engagement. If Blueprint does not provide written notice to Zai of Blueprint’s veto of Xxx’s engagement of a particular proposed Subcontractor within [****] after Blueprint’s receipt of such notice, then Zai may engage such proposed Subcontractor to perform its obligations or exercise its rights under this Agreement (subject to the terms set forth herein). Any agreement pursuant to which Xxx engages any Subcontractor (including any Development Subcontractor or Third Party Distributor) must be consistent with the terms of this Agreement, including containing obligations of confidentiality and non-use at least as stringent as those set forth Article 11 (Confidentiality; Publication), and terms that are consistent with the intellectual property provisions set forth in Article 14 (Intellectual Property). Without limiting the generality of the foregoing, unless otherwise agreed by the Parties, each agreement pursuant to which Xxx engages a Subcontractor (including any Development Subcontractor or Third Party Distributor) to Exploit Licensed Products hereunder must include [****].

Right to Subcontract. Xxx Partner will not propose the engagement of any Subcontractor that is Debarred/Excluded. Zai may engage (a) The Preapproved Subcontractors solely to perform Xxx’s Development activities with respect to Licensed Products under this Agreement on Xxx’s behalf (each a “Development Subcontractor”) or (b) Third Party Distributors to distribute Licensed Products in the Territory on behalf of Xxx, in either case, without Blueprint’s prior written consent, but subject to the requirements will be set forth in the firstTerritory Development Plan or Global Development Plan, or any amendment thereto approved by the second JSC. Subject to last, and the last sentence applicable terms of this Section 2.2.3 Agreement (Right to Subcontract), including the terms of Section 2.2.4 (Notices Terms of Sublicensing Sublicenses and SubcontractorsSubcontracts with Third Parties) and, if such Preapproved Subcontractor is granted a sublicense under the rights granted to Partner in Section 2.1 (License Grants to Partner), the terms of Section 2.2.5 2.2.2 (Zai Audits Terms of Sublicensees and SubcontractorsSublicenses to Third Parties)), and Section 2.2.6 (Responsibility for Sublicensees and Subcontractors). Prior to Xxx’s engagement of the first Subcontractor (other than a Development Subcontractor or Third Party Distributor), Xxx will provide to the JSC to review, discuss, and determine whether to approve as Preapproved Subcontractors a list of Subcontractors that Zai may engage to perform its obligations and exercise its rights under this Agreement. In addition, during the term, Xxx may propose additional Subcontractors to be approved by the JSC as Preapproved Subcontractors and following the approval by the JSC of any such additional Subcontractors, such Subcontractors will be Preapproved Subcontractors. Zai Partner may engage any such Preapproved Subcontractor to perform ZaiPartner’s obligations and exercise of XxxPartner’s rights under this Agreement. In addition, if Xxx Partner wishes to engage a Subcontractor (other than that does not require a Development Subcontractor or Third Party Distributor) that sublicense, is not already a Preapproved Subcontractor, and is (a) a CRO, (b) to be engaged to package and label the Licensed Product in the Territory, or (c) a CSO engaged to operate in [***]% or more of the relevant market in any country or region of the Territory for which Partner is seeking such CSO’s assistance (any such Subcontractor described in the preceding clauses (a) or (b), a “Material Subcontractor”) to perform its obligations or exercise its rights under this Agreement related to the Clinical Development, packaging and labeling, Pre-Clinical Development (i) Manufacture of a Licensed Product following completion of solely to the Manufacturing Technology Transfer, or extent permitted in accordance with Section 5.2.2 (ii) the Commercialization of such Licensed Product in a region in the Territory, then, in each case ((i) and (iiPre-Clinical Development)), Zai will provide written notice to Blueprint performance of Medical Affairs with respect to, or Commercialization of the Licensed Product, then at least [****] days before engaging any such Subcontractor Subcontractor, Partner will provide to the JSC, for review and discussion, written notice identifying XxxPartner’s intention to engage such Subcontractor, the purpose of engaging such Subcontractor, and the identity of such Subcontractor. Within The Parties agree that Partner’s engagement of Material Subcontractors that do not require a sublicense do not require the approval of the JSC, and if the JSC does not provide to Partner comments with respect to the engagement of any such proposed Material Subcontractors prior to the end of such [****] after the receipt of such written noticeday period, Blueprint then Partner may provide written notice of its veto of Xxx’s engagement of such proposed Subcontractor and in such case, Xxx will not so engage such Subcontractor to perform its obligations or exercise its rights under this Agreement, provided that Blueprint will not unreasonably veto such engagement. If Blueprint does not provide written notice to Zai of Blueprint’s veto of Xxx’s engagement of a particular proposed Subcontractor within [****] after Blueprint’s receipt of such notice, then Zai may engage such proposed Subcontractor to perform its obligations or exercise its rights under this Agreement (subject to the terms set forth herein). Any agreement pursuant to which Xxx engages any Subcontractor (including any Development Subcontractor or Third Party Distributor) must be consistent with the terms of this Agreement, including containing obligations of confidentiality and non-use at least as stringent as those set forth Article 11 (Confidentiality; Publication), and terms that are consistent with the intellectual property provisions set forth in Article 14 (Intellectual Property). Without limiting the generality of the foregoing, unless otherwise agreed by the Parties, each agreement pursuant to which Xxx engages a Subcontractor (including any Development Subcontractor or Third Party Distributor) to Exploit Licensed Products hereunder must include [****]Material Subcontractors.

Right to Subcontract. Xxx will not propose Subject to the engagement terms of any Subcontractor this Section 4.8 and Section 5.1.2, each Party shall have the right to engage permitted Third Party contractors working on its behalf (the “Permitted Subcontractors”) to perform such portions of its Research and Development obligations under this Agreement that is Debarred/Excluded. Zai may engage it customarily engages for its other similar research and Development activities, except that: (a) any use of Permitted Subcontractors solely by Dicerna is subject to perform Xxx’s Development activities with respect to Licensed Products under this Agreement the prior written approval of Novo, except for the contract manufacturers listed on Xxx’s behalf (each a “Development Subcontractor”) or Exhibit I; and (b) Third under no circumstance can such Permitted Subcontractor be debarred or disqualified by a regulatory authority. Any Permitted Subcontractor to be engaged by a Party Distributors to distribute Licensed Products in the Territory on behalf of Xxx, in either case, without Blueprint’s prior written consent, but subject to the requirements set forth in the first, the second to last, and the last sentence of this Section 2.2.3 (Right to Subcontract), Section 2.2.4 (Notices of Sublicensing and Subcontractors), Section 2.2.5 (Zai Audits of Sublicensees and Subcontractors), and Section 2.2.6 (Responsibility for Sublicensees and Subcontractors). Prior to Xxx’s engagement of the first Subcontractor (other than a Development Subcontractor or Third Party Distributor), Xxx will provide to the JSC to review, discuss, and determine whether to approve as Preapproved Subcontractors a list of Subcontractors that Zai may engage to perform its obligations and exercise its rights under this AgreementAgreement shall meet the qualifications typically required by such Party for the performance of work similar in scope and complexity to the subcontracted activities. In additionFurthermore, during notwithstanding the termforegoing, Xxx may propose additional Subcontractors each Party shall be responsible for ensuring that, prior to be approved by engaging any Permitted Subcontractor that such Permitted Subcontractor is subject to written agreements containing terms and conditions: (i) consistent with and which provides a substantially similar degree of protection as the JSC as Preapproved Subcontractors relevant terms and following conditions of this Agreement protecting the approval by rights of the JSC Parties under this Agreement including imposing obligations of confidentiality on each such Permitted Subcontractor; (ii) that vests ownership in such Party of any and all Inventions developed by such additional SubcontractorsPermitted Subcontractor in the course of performing such subcontracted work; (iii) that does not under any circumstance impose any payment obligations or liability on the other Party, such Subcontractors will be Preapproved Subcontractors. Zai may engage any such Preapproved Subcontractor to perform Zai’s obligations and exercise of Xxx’s rights under this Agreement. In addition, if Xxx wishes to engage a Subcontractor (other than a Development Subcontractor or Third Party Distributoriv) that is not a Preapproved Subcontractor to perform its obligations or exercise its rights under this Agreement related to the (i) Manufacture of a Licensed Product following completion of the Manufacturing Technology Transfer, or (ii) the Commercialization of such Licensed Product in a region in the Territory, then, in each case ((i) and (ii)), Zai will provide written notice to Blueprint at least [****] before engaging any such Subcontractor identifying Xxx’s intention to engage such Subcontractor, the purpose of engaging such Subcontractor, and the identity of such Subcontractor. Within [****] after the receipt of such written notice, Blueprint may provide written notice of its veto of Xxx’s engagement of such proposed Subcontractor and in such case, Xxx will not engage such Subcontractor to perform its obligations or exercise its rights under this Agreement, provided that Blueprint will not unreasonably veto such engagement. If Blueprint does not provide written notice to Zai of Blueprint’s veto of Xxx’s engagement of a particular proposed Subcontractor within [****] after Blueprint’s receipt of such notice, then Zai may engage such proposed Subcontractor to perform its obligations or exercise its rights under this Agreement (subject to the terms set forth herein). Any agreement pursuant to which Xxx engages any Subcontractor (including any Development Subcontractor or Third Party Distributor) must be otherwise consistent with the terms of this Agreement, including containing . Dicerna shall obtain the right for Novo to once annually and at its own expense to audit Permitted Subcontractors of Dicerna in accordance with Section 4.6.4. Each Party shall remain directly responsible for all of its obligations of confidentiality and non-use at least as stringent as those set forth Article 11 (Confidentiality; Publication), and terms under this Agreement that are consistent with the intellectual property provisions set forth in Article 14 (Intellectual Property). Without limiting the generality of the foregoing, unless otherwise agreed by the Parties, each agreement pursuant have been subcontracted or sublicensed to which Xxx engages a Subcontractor (including any Development Subcontractor or Third Party Distributor) to Exploit Licensed Products hereunder must include [****]Permitted Subcontractor.

Right to Subcontract. Xxx Subject to the terms of this Agreement, Licensee will not propose have the engagement right to engage Subcontractors, without requiring Licensor’s prior written consent, for the sole purpose of any Subcontractor that is Debarred/Excluded. Zai may engage (a) Subcontractors solely performing Licensee’s obligations with respect to perform Xxx’s Development the Manufacturing, Development, performance of Medical Affairs activities with respect to Licensed Products under this Agreement on Xxx’s behalf (each a “Development Subcontractor”) to, or (b) Third Party Distributors to distribute Commercialization of the Licensed Products in the Territory on behalf of Xxx, in either case, without Blueprint’s prior written consent, but subject to the requirements set forth in the first, the second to last, and the last sentence of this Section 2.2.3 (Right to Subcontract), Section 2.2.4 (Notices of Sublicensing and Subcontractors), Section 2.2.5 (Zai Audits of Sublicensees and Subcontractors), and Section 2.2.6 (Responsibility for Sublicensees and Subcontractors). Prior to Xxx’s engagement of the first Subcontractor (other than a Development Subcontractor or Third Party Distributor), Xxx will provide to the JSC to review, discuss, and determine whether to approve as Preapproved Subcontractors a list of Subcontractors that Zai may engage to perform its obligations and exercise its rights under this Agreement. In addition, during the term, Xxx may propose additional Subcontractors to be approved by the JSC as Preapproved Subcontractors and following the approval by the JSC of any such additional Subcontractors, such Subcontractors will be Preapproved Subcontractors. Zai may engage any such Preapproved Subcontractor to perform Zai’s obligations and exercise of Xxx’s rights under this Agreement. In addition, if Xxx wishes to engage a Subcontractor (other than a Development Subcontractor or Third Party Distributor) that is not a Preapproved Subcontractor to perform its obligations or exercise its rights under this Agreement related to the (i) Manufacture of a Licensed Product following completion of the Manufacturing Technology Transfer, or (ii) the Commercialization of such Licensed Product in a region in the Territory, then, in each case ((i) and (ii)), Zai will provide written notice to Blueprint at least [****] before engaging any such Subcontractor identifying Xxx’s intention to engage such Subcontractor, the purpose of engaging such Subcontractor, and the identity of such Subcontractor. Within [****] after the receipt of such written notice, Blueprint may provide written notice of its veto of Xxx’s engagement of such proposed Subcontractor and in such case, Xxx will not engage such Subcontractor to perform its obligations or exercise its rights under this Agreement, provided that Blueprint will not unreasonably veto such engagement. If Blueprint does not provide written notice to Zai of Blueprint’s veto of Xxx’s engagement of a particular proposed Subcontractor within [****] after Blueprint’s receipt of such notice, then Zai may engage such proposed Subcontractor to perform its obligations or exercise its rights under this Agreement (subject to the terms set forth herein). Any agreement pursuant to which Xxx engages any Subcontractor (including any Development Subcontractor or Third Party Distributor) must be consistent accordance with the terms of this Agreement. Licensee will require that each Subcontractor comply with the terms of this Agreement that are applicable to such Subcontractor, including containing obligations the record keeping and audit requirements set forth under Section 4.4 (Clinical Trial Audit Rights) and Section 4.5 (Development Records), a Right of Reference to Licensee and Licensor under any Regulatory Approvals and Regulatory Submissions Controlled by such Subcontractor or its Affiliate with respect to any Licensed Product, consistent in scope with the Right of Reference granted to each Party under Section 5.5 (Right of Reference), confidentiality and non-use provisions that are at least as stringent as those set forth in Article 11 (Confidentiality; Publication), the anti-corruption, export restrictions, privacy and terms that are consistent with data protection covenants set forth in Section 12.4 (Licensee Covenants), 12.5 (Export Controls) and 12.8 (Compliance), and the intellectual property provisions set forth in Article 14 (Intellectual Property) including a license or present assignment(s) back to Licensee of all Licensee Collaboration Know- How and Licensee Collaboration Patent Rights conceived, discovered, developed, generated, invented, or otherwise made by or on behalf of the Subcontractor, as applicable, such that Licensee can grant Licensor the license set forth in Section 2.4 (License Grant to Licensor) with respect to such Licensee Collaboration Know-How and Licensee Collaboration Patent Rights and assignment of Product Inventions set forth in Section 14.1.2(b) (Ownership of Arising Intellectual Property). Without limiting Licensee will conduct appropriate risk-based due diligence to assess the generality capabilities, compliance, and reputation of the foregoing, unless otherwise agreed by the Parties, each agreement pursuant to which Xxx engages a Subcontractors that it engages. Licensee will not engage any Subcontractor (including any Development Subcontractor or Third Party Distributor) to Exploit Licensed Products hereunder must include [****].that is Debarred/Excluded. 2.6.5

Right to Subcontract. Xxx Subject to the terms of this Agreement, Licensee will have the right to engage Subcontractors for the sole purpose of performing Licensee’s obligations with respect to the Development, performance of Medical Affairs activities with respect to, or Commercialization of the Licensed Products in Japan in accordance with the terms of this Agreement. Licensee will require that each Subcontractor comply with the terms of this Agreement that are applicable to such Subcontractor (including containing the record keeping and audit requirements set forth under Section 4.4 (Clinical Trial Audit Rights) and Section 4.5 (Development Records), a right of reference to Licensee and Licensor under any Regulatory Approvals and Regulatory Submissions Controlled by such Subcontractor or its Affiliate with respect to any Licensed Product, consistent in scope with the right of reference granted to each Party under Section 5.5 (Right of Reference), confidentiality and non-use provisions that are at least as stringent as those set forth in Article 11 (Confidentiality; Publication), the anti-corruption, export restrictions, privacy and data protection covenants set forth in Section 12.4 (Covenants of Licensee), 12.6 (Export Controls) and 12.8 (Compliance), and the intellectual property provisions set forth in Article 14 (Intellectual Property) including a license or present assignment(s) back to Licensee of all Licensee Collaboration Know-How and Licensee Collaboration Patent Rights conceived, discovered, developed, generated, invented, or otherwise made by or on behalf of the Subcontractor, as applicable, such that Licensee can grant Licensor the license set forth in Section 2.3 (License Grant to Licensor) with respect to such Licensee Collaboration Know-How and Licensee Collaboration Patent Rights). Licensee will conduct appropriate risk-based due diligence to assess the capabilities, compliance, and reputation of Subcontractors that it engages. Licensee will not engage or propose the engagement of any Subcontractor that is Debarred/Excluded. Zai may engage (a) Subcontractors solely to perform Xxx’s Development activities with respect to Licensed Products under this Agreement on Xxx’s behalf (each a “Development Subcontractor”) or (b) Third Party Distributors to distribute Licensed Products in the Territory on behalf of Xxx, in either case, without Blueprint’s prior written consent, but subject to the requirements set forth in the first, the second to last, and the last sentence of this Section 2.2.3 (Right to Subcontract), Section 2.2.4 (Notices of Sublicensing and Subcontractors), Section 2.2.5 (Zai Audits of Sublicensees and Subcontractors), and Section 2.2.6 (Responsibility for Sublicensees and Subcontractors). Prior to Xxx’s engagement of the first Subcontractor (other than a Development Subcontractor or Third Party Distributor), Xxx will provide to the JSC to review, discuss, and determine whether to approve as Preapproved Subcontractors a list of Subcontractors that Zai may engage to perform its obligations and exercise its rights under this Agreement. In addition, during the term, Xxx may propose additional Subcontractors to be approved by the JSC as Preapproved Subcontractors and following the approval by the JSC of any such additional Subcontractors, such Subcontractors will be Preapproved Subcontractors. Zai may engage any such Preapproved Subcontractor to perform Zai’s obligations and exercise of Xxx’s rights under this Agreement. In addition, if Xxx wishes to engage a Subcontractor (other than a Development Subcontractor or Third Party Distributor) that is not a Preapproved Subcontractor to perform its obligations or exercise its rights under this Agreement related to the (i) Manufacture of a Licensed Product following completion of the Manufacturing Technology Transfer, or (ii) the Commercialization of such Licensed Product in a region in the Territory, then, in each case ((i) and (ii)), Zai will provide written notice to Blueprint at least [****] before engaging any such Subcontractor identifying Xxx’s intention to engage such Subcontractor, the purpose of engaging such Subcontractor, and the identity of such Subcontractor. Within [****] after the receipt of such written notice, Blueprint may provide written notice of its veto of Xxx’s engagement of such proposed Subcontractor and in such case, Xxx will not engage such Subcontractor to perform its obligations or exercise its rights under this Agreement, provided that Blueprint will not unreasonably veto such engagement. If Blueprint does not provide written notice to Zai of Blueprint’s veto of Xxx’s engagement of a particular proposed Subcontractor within [****] after Blueprint’s receipt of such notice, then Zai may engage such proposed Subcontractor to perform its obligations or exercise its rights under this Agreement (subject to the terms set forth herein). Any agreement pursuant to which Xxx engages any Subcontractor (including any Development Subcontractor or Third Party Distributor) must be consistent with the terms of this Agreement, including containing obligations of confidentiality and non-use at least as stringent as those set forth Article 11 (Confidentiality; Publication), and terms that are consistent with the intellectual property provisions set forth in Article 14 (Intellectual Property). Without limiting the generality of the foregoing, unless otherwise agreed by the Parties, each agreement pursuant to which Xxx engages a Subcontractor (including any Development Subcontractor or Third Party Distributor) to Exploit Licensed Products hereunder must include [****].2.5.5

Right to Subcontract. Xxx CStone will not propose the engagement of any Subcontractor that is Debarred/Excluded. Zai may engage (a) Subcontractors solely to perform Xxx’s Development activities with respect to Licensed Products under this Agreement on Xxx’s behalf (each a “Development Subcontractor”) or (b) Third Party Distributors to distribute Licensed Products in the Territory on behalf of Xxx, in either case, without Blueprint’s prior written consent, but subject to the requirements set forth in the first, the second to last, and the last sentence of this Section 2.2.3 (Right to Subcontract), Section 2.2.4 (Notices of Sublicensing and Subcontractors), Section 2.2.5 (Zai Audits of Sublicensees and Subcontractors), and Section 2.2.6 (Responsibility for Sublicensees and Subcontractors). Prior to XxxCStone’s engagement of the first Subcontractor (other than a Development Subcontractor or Third Party Distributor)Subcontractor, Xxx CStone will provide to the JSC to review, discuss, and determine whether to approve as Preapproved Subcontractors a list of Subcontractors that Zai CStone may engage to perform its obligations and exercise its rights under this Agreement. In addition, during the term, Xxx CStone may propose additional Subcontractors to be approved by the JSC as Preapproved Subcontractors and following the approval by the JSC of any such additional Subcontractors, such Subcontractors will be Preapproved Subcontractors. Zai CStone may engage any such Preapproved Subcontractor to perform ZaiCStone’s obligations and exercise of XxxCStone’s rights under this Agreement. In addition, if Xxx CStone wishes to engage a Subcontractor (other than a Development Subcontractor or Third Party Distributor) that is not a Preapproved Subcontractor to perform its obligations or exercise its rights under this Agreement related to the (ia) Development or Manufacture of a Licensed Product following completion of the Manufacturing Technology TransferCollaboration Product, or (iib) the Commercialization of such Licensed prior to [***] for a Blueprint Product in a region in the Territory, thenthe Commercialization of such Blueprint Product (or the Combination Regimen of which such Blueprint Product is a part) in such region, then in each case ((ia) and (iib)), Zai CStone will provide written notice to Blueprint at least [****] before engaging any such Subcontractor identifying XxxCStone’s intention to engage such Subcontractor, the purpose of engaging such Subcontractor, and the identity of such Subcontractor. Within [****] after the receipt of such written notice, Blueprint may provide written notice of its veto of XxxCStone’s engagement of such proposed Subcontractor and in such case, Xxx CStone will not engage such Subcontractor to perform its obligations or exercise its rights under this Agreement, provided that Blueprint will not unreasonably veto such engagement. If Blueprint does not provide written notice to Zai CStone of Blueprint’s veto of XxxCStone’s engagement of a particular proposed Subcontractor within [****] after Blueprint’s receipt of such notice, then Zai CStone may engage such proposed Subcontractor to perform its obligations or exercise its rights under this Agreement (subject to the terms set forth herein). Any In any event, any agreement pursuant to which Xxx CStone engages any Subcontractor (including any Development Subcontractor or Third Party Distributor) must be consistent with the terms of this Agreement, including containing obligations of confidentiality and non-use at least as stringent as those set forth Article 11 (Confidentiality; Publication), and terms that are consistent with the intellectual property provisions set forth in Article 14 (Intellectual Property). Without limiting the generality of the foregoing, unless otherwise agreed by the Parties, each agreement pursuant to which Xxx CStone engages a Subcontractor (including any Development Subcontractor or Third Party Distributor) to Exploit Licensed Collaboration Products hereunder must include [****].