Common use of Sublicense Rights Clause in Contracts

Sublicense Rights. Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

Sublicense Rights. Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject Subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense , Astellas shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses of the rights granted to it under Section 2.1 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (License Grantsa) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Third Party Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to Manufacture Products be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to conduct Process Development[…***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

Sublicense Rights. Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d2.1(b) (Use of Coherus Trademark), Manufacturing License to Licensee) without the prior written consent of CoherusBioGenerics, which consent may be withheld [***], ] except with respect to (i) [***], or (ii) [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to any [***] shall mean a [***]. For clarity, a [***], such as [***], including, without limitation, [***] shall not be considered [***] for conducting those specific activities. If Coherus BioGenerics consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be remain jointly and severally liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus BioGenerics of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or Products, other than under Section 2.1(b) (Manufacturing License to conduct Process DevelopmentLicensee) and in accordance with Section 5.3 (Manufacturing Subcontracting), to a contract manufacturing organization that Manufactures Product for Licensee on a fee-for-services basis. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Sublicense Rights. Licensee Each Party shall not have the right to grant sublicenses under Sublicense the licenses rights granted to it by the other Party under this Agreement (including rights under Section 2.1(a) (Development and Commercialization License to Licensee) 2.1 and Section 6.3(d) (Use of Coherus Trademark2.2), without the prior written consent through multiple tiers of CoherusSublicensees to its Affiliates or any Third Party, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: provided that (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee any such Sublicenses shall be subject to consistent with the terms and conditions of this Agreement; , (b) each Party shall be responsible for the acts and omissions of its Sublicensees as if such Sublicensees were the relevant Party hereunder, and (c) Licensee’s grant of any sublicense shall not relieve Licensee from any if a Party licenses or Sublicenses (as applicable) all or substantially all of its obligations rights under this Agreement; Agreement or, in the case of NOVARTIS, its retained rights in the Licensed Technology (de.g., if LICENSEE Subicenses all of its rights to Develop and Commercialize all HSCs in the Field or NOVARTIS licenses all of its remaining rights in the Licensed Technology), then, as a condition to such Sublicense or license, the Sublicensee or licensee must agree to be bound by the provisions of Section 2.2.1 or Section 2.2.2 (as applicable) Licensee as if such licensee or Sublicensee were NOVARTIS or LICENSEE (as applicable). A Party granting a Sublicense pursuant to this Section 2.3 shall furnish to the other Party a true and complete copy of each Sublicense and each amendment thereto, within thirty (30) days after the Sublicense or amendment has been executed, which copy may be liable for any breach of a sublicense redacted by a Sublicensee the Party granting the Sublicense to remove proprietary and confidential information to the extent not required to confirm compliance with this Section 2.3; provided that neither Party shall be required to provide copies of any Sublicenses with Third Parties that are solely performing services on behalf of such breach would constitute a breach Party (which, for the avoidance of doubt, shall not include Sublicenses with academic investigators and collaborators). The terms of any Sublicense disclosed to the other Party pursuant to this Agreement, and any breach of the sublicense by such Sublicensee Section 2.3 shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus Confidential Information of the identity of any Sublicensee, and relevant Party granting the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process DevelopmentSublicense.

Sublicense Rights. Licensee Subject to the terms and conditions of this Agreement, and provided that (i) Ohm has complied with its obligations under Sections 2.2(b), 2.3 and 2.4 and (ii) Aptose has no further rights under Section 2.3 or 2.4 with respect to the applicable sublicense scope, Ohm shall not have the right to grant sublicenses under of the licenses license granted to it under Section 2.1(a) (Development 2.1 to its Affiliates and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]Third Parties. For the avoidance of doubt, it Each sublicense granted by Ohm shall be [***] consistent with respect the terms and conditions of this Agreement and shall require such sublicensee to [***]. If Coherus consents in writing assign to allow Licensee Ohm, or to grant a sublicenseOhm an exclusive, then Licensee may grant such sublicensesublicenseable, through [***]worldwide license under, subject to the following: (a) each Sublicensee shall agree to be bound by all of such sublicensee’s interest in Patent Rights and Know-How that, if Controlled by Ohm, would be Ohm IP, and shall permit such sublicensee to grant further sublicenses only under the foregoing conditions. Ohm shall be solely responsible for all of its sublicensees’ (and their further sublicensees’) activities, including any and all failures by such sublicensees to comply with the applicable terms and conditions of this Agreement; (b) . Prior to granting a sublicense to a Third Party, Ohm shall notify Aptose of the applicable Third Party and scope of the anticipated sublicense and shall provide to Aptose a copy of the substantially agreed or executed term sheet, containing all material terms of each the anticipated sublicense agreement, promptly upon availability thereof. Within thirty (30) days after the grant of a sublicense, Ohm shall notify Aptose and, if such sublicense is granted by Licensee to a Third Party, shall provide that the Sublicensee shall be subject to the terms Aptose with a true and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach complete copy of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breachagreement; provided, however, the sublicense agreement may be redacted with respect to information that is not necessary to disclose to Aptose in each instance of any breach, Licensee and/or Sublicensee shall have the right order to cure any such breach pursuant to the terms of ensure Ohm’s compliance with this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

Sublicense Rights. Licensee shall not have the right Subject to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development Alnylam Third Party Obligations and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of , Monsanto and its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee Affiliates shall have the right to cure any such breach pursuant to grant sublicenses within the terms of this Agreement; and (e) Licensee will notify Coherus scope of the identity licenses granted to it in Section 2.1(a), to Third Parties solely for purposes of any SublicenseeDiscovering, and the territory Developing, Manufacturing and/or Commercializing Licensed Product(s), wherein said Third Parties, except for entities that are end users, growers, or farmers (in each case to which it Monsanto or its Affiliate has granted such only a Commercialization sublicense), promptly after entering into any sublicenseare “Sublicensees”. Notwithstanding anything to the contrary in this Agreement, Monsanto and its Affiliates may not sublicense Restricted Software. Each such sublicense agreement shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement and the Listed Alnylam Third Party Agreements. Agreements with any Sublicensee shall contain the following provisions: (x) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required hereunder; (y) an audit requirement similar to the requirement set forth in Section 5.13; and (z) a requirement that such Sublicensee comply with the confidentiality and non-use provisions of Article VI with respect to both Parties’ Confidential Information. Monsanto shall remain liable to Alnylam for clarityeach Sublicensees’ failure to comply with all applicable restrictions, Licensee limitations, and obligations under the sublicense agreement and this Agreement. Notwithstanding any provision of this Agreement to the contrary (including, without limitation, Section 9.3), in the event a Sublicensee materially breaches its sublicense agreement, Monsanto shall not have be in material breach of this Agreement and Alnylam shall not terminate this Agreement because of said Sublicensee’s material breach; provided that Monsanto has entered into a sublicense agreement with said Sublicensee that is subject and subordinate to, and consistent with, the right to grant sublicenses under Section 2.1 (License Grants) to any terms and conditions of this Agreement and the Listed Alnylam Third Party Agreements and contains the foregoing provisions (x), (y), and (z), and, in the event of a material breach by said Sublicensee, Monsanto takes all commercially reasonable steps to Manufacture Products address, remedy, or cure the Sublicensee’s material breach, including, for example, terminating or attempting to conduct Process Developmentterminate the sublicense and seeking or assisting Alnylam in seeking appropriate remedies at law and/or equity. Monsanto shall provide a copy of each sublicense agreement with a Sublicensee to Alnylam (with such reasonable redactions as Monsanto may make; provided that provisions necessary to demonstrate compliance by Monsanto and its Affiliates with the requirements of this Agreement may not be redacted).

Sublicense Rights. Licensee may sublicense the rights (together with all obligations) granted under this Agreement to Club or a third-party concert promoter (“Sublicensee”), provided that the sublicense (i) shall be in writing and a copy shall be provided to Licensor; (ii) shall not have exceed the scope of rights granted to Licensee hereunder and shall not grant any right to grant sublicenses under the licenses granted to it under Section 2.1(afurther sublicenses; (iii) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each include an agreement by Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (civ) Licenseeshall include Licensor’s grant of any sublicense shall not relieve Licensee from any of right to enforce its obligations under this Agreementrights in the Mark; (dv) Licensee shall be liable for any breach of a sublicense by a Sublicensee to provide that the extent that such breach would constitute a breach of this Agreement, and any breach Term of the sublicense by such Sublicensee thereunder shall be deemed a breach of this Agreement by Licensee to not extend beyond the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms term of this Agreement; and (evi) Licensee will notify Coherus shall indicate that Licensor is a third-party beneficiary and entitled to enforce the terms and conditions of the identity sublicense. Licensee shall not otherwise sublicense the rights granted in this Agreement without the prior written consent of the Licensor, not to be unreasonably withheld. In the event of the termination or expiration of this Agreement, all sublicense rights shall terminate effective as of the termination or expiration of this Agreement. In the event that a Sublicensee commits a violation of this Agreement for which Licensor claims monetary damages, Licensor shall pursue any claims for monetary damages directly against the Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have be liable to Licensor for any such monetary damages. Licensor shall deal directly with any Sublicensee concerning compliance with and enforcement of this Agreement; provided that Licensee shall be notified of any alleged violation of this Agreement by any Sublicensee and Licensee shall provide Licensor with reasonable cooperation in the right enforcement of the sublicense against the Sublicensee. Sublicensee shall be a third-party beneficiary and entitled to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Developmentenforce the terms and conditions of this Agreement directly against Licensor.

Sublicense Rights. Licensee Valens shall not have the right (a) to grant sublicenses under sublicense the licenses rights granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) 2.1 and Section 6.3(d2.7 to wholly-owned subsidiaries of Valens, and (b) (Use of Coherus Trademark), without the subject to SoRSE's prior written consent consent, to sublicense the rights granted under Section 2.1 and Section 2.7, to third parties as reasonably necessary for and limited to the purposes of Coherusresearch, which consent may be withheld [***]development, except collaboration, co-marketing, distribution, manufacturing or other similar arrangements with respect to [***], in which case [***]Valens. For the avoidance of doubt, it any sublicense granted pursuant to this Section 2.4 shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject narrowly limited to the following: (a) each Sublicensee shall agree to be bound by all specific role of the applicable terms and conditions sublicensee, whether as distributor, manufacturer or otherwise. In the event of this Agreementany approved sublicense of rights by Valens hereunder, (i) full copies of the final sublicense shall be provided to SoRSE; (bii) the terms of each such sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this AgreementAgreement that, by their terms, are applicable to such sublicense (excluding any further rights to sublicense); and (ciii) Licensee’s grant of any the sublicense by Vxxxxx shall not relieve Licensee from any Valens of its obligations under this Agreement; , and (div) Licensee Valens shall remain responsible to SoRSE for the performance or non-performance of any such sublicensee hereunder. Notwithstanding the foregoing, Valens may, without SoRSE's prior consent, enter into an agreement solely for the resale or distribution of unmodified pre-packaged finished Licensed Products on a stand-alone basis in the Territory, provided that (i) Valens provides SoRSE notice thereof (ii) such agreement shall be liable for any breach of a sublicense by a Sublicensee subject to the extent that terms and conditions of this Agreement that, by their terms, are applicable thereto (with no right to sublicense), (iii) such breach would constitute a breach agreement shall not relieve Valens of its obligations under this Agreement, and any breach of (iv) Valens shall remain responsible to SoRSE for the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance performance or non-performance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products distributor or to conduct Process Developmentreseller hereunder.

Sublicense Rights. Licensee shall not have the Bayer’s right to grant sublicenses under the licenses granted to it under Section 2.1(a2.1, and Nektar’s right to grant sublicenses under the licenses granted to it under Section 11.2(a)(ii) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee a Party shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licenseea Party’s grant of any sublicense shall not relieve Licensee the Party from any of its obligations under this Agreement; (d) Licensee the granting Party shall be remain jointly and severally liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such the Sublicensee shall be deemed a breach of this Agreement by Licensee the Party to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee each Party will notify Coherus the other Party of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything ; (f) Bayer will not have the right to grant sublicenses, under any rights granted to Bayer by Nektar in Sections 2.1(a)(i), to a Third Party during the contrary term of this Agreement for the promotion or marketing of Product in this Agreement[***] without Nektar’s prior written consent, for clarity, Licensee which consent shall not be unreasonably withheld or delayed; (g) Bayer will not have the right to grant sublicenses under any rights granted to Bayer by Nektar in Section 2.1 (License Grants2.1(b) to any a Third Party during the term of this Agreement for the promotion or marketing of the Product in the Shared Territory without Nektar’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that Bayer may grant sublicenses under any rights granted to Manufacture Products Bayer by Nektar in Section 2.1(b) without Nektar’s prior written consent in the event that Nektar opts out pursuant to Section 8.2(b)(ii), this Agreement is terminated by Bayer pursuant to Section 18.4 for breach of this Agreement by Nektar, or Bayer elects a Royalty Conversion in accordance with Section 20.2(b); and (h) Nektar will not have the right to conduct Process Developmentgrant sublicenses, under any rights granted to Nektar by Bayer in Section 11.2(a)(ii), to a Third Party during the term of this Agreement for the promotion or marketing of Product in the Field in the Territory without Bayer’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Sublicense Rights. Licensee Subject to the terms and conditions of this Agreement, DS shall not have the right to grant sublicenses under sublicense the licenses rights granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), 2.1.1 without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the followingKite’s consent: (a) to its Affiliates, provided that such sublicense shall automatically terminate if such Sublicensee ceases to be an Affiliate of DS (without the right to further sublicense except as set forth in subclause (b) or (c)); (b) to its Third Party subcontractors (without the right to further sublicense) for the sole purpose of performing part of DS’s obligations with respect to the Development of the Licensed Products; and (c) to an Approved CMO (without the right to further sublicense) for the sole purpose of manufacturing and supply the Licensed Products to DS. DS shall not grant any other sublicense without Kite’s express prior written consent. Each sublicense granted by DS shall be consistent with the terms and conditions of this Agreement, and DS shall ensure that each Sublicensee agrees in writing to comply with the terms and conditions of this Agreement that are applicable to such Sublicensee’s activities under such sublicense. DS shall agree to be bound by remain fully responsible for all of its Sublicensees’ activities, including any and all failures by its Sublicensees to comply with the applicable terms and conditions of this Agreement; (b) . Within […***…] after the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by with a Sublicensee Third Party for which DS needs to the extent that such breach would constitute obtain Kite’s prior written consent under this Section, DS shall notify Kite and shall provide Kite with a breach of this Agreement, true and any breach complete copy of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee agreement (redacted as to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right economic terms and other commercially sensitive numbers and provisions unrelated to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development).

Sublicense Rights. Licensee Aurinia shall not have the right to grant sublicenses through multiple tiers under the licenses license granted in Section 2.2(a) to the following Sublicensees: any Affiliate of Aurinia or any Third Party. Aurinia will provide written notice to Otsuka prior to or promptly after granting a sublicense to a Third Party, indicating the identity of the Third Party sublicensee and the scope and purpose of such sublicense. All sublicenses granted to it Third Parties under the license granted in Section 2.1(a2.2(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing and all sublicenses (to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (aThird Parties and Affiliates) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to to, and consistent with, the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of shall require that the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to comply with the terms of this Agreement; Agreement that are applicable to such sublicense with only those differences necessary to reflect the scope and (e) Licensee will notify Coherus purpose of the identity sublicense, including, to the extent applicable, Sections 2.5 (No Implied Licenses; Negative Covenant), 2.7 (Disclosure of any SublicenseeKnow-How), 2.9 (Exclusivity), 4.3 (Summary Development Reports), 4.5 (Development Records), 5.8 (No Harmful Actions), 10.1 (Ownership of Intellectual Property), (and, if the Sublicensee has rights to prosecute or enforce Aurinia Technology, Otsuka Technology or Product Marks, as applicable, the rest of Section 10 (Intellectual Property)) 11.5 (Disclaimer), 12.5 (Limitation of Liability), and 13 (Confidentiality) all as if the territory in which it has granted such Sublicensee were Aurinia hereunder. Notwithstanding any sublicense, promptly after entering into any sublicense. Notwithstanding anything Aurinia shall remain primarily liable to Otsuka for the contrary in performance by the Sublicensee of all of Aurinia’s obligations under, and Aurinia’s compliance with all provisions of, this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

Sublicense Rights. Licensee (a) Bioenvision shall not have the right to grant sublicenses under Sublicenses to any Third Party, provided that: (i) Bioenvision must disclose to SRI the licenses granted identity of all proposed Sublicensees and provide SRI with copies of any proposed Sublicense or similar agreement not less than thirty (30) days prior to it under Section 2.1(athe proposed execution of a Sublicense or similar agreement; (ii) SRI shall have the right to approve or reject any Sublicense (Development including the Sublicensee and Commercialization License to Licensee) and Section 6.3(d) (Use the terms of Coherus Trademarkthe Sublicense in advance), without which approval will not be unreasonably withheld (it being understood that SRI will have the prior written consent of Coherus, which consent may be withheld [***], except with respect right to [***]reject any proposed Sublicense if, in which case [***]. For SRI's reasonable judgment, the avoidance terms of doubtsuch Sublicense are likely to deprive SRI of the economic benefits provided by this Agreement), it shall be [***] with respect (iii) all Sublicenses entered into by Bioenvision will conform in all material respects to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement, including, if applicable, the written agreement of Sublicensee to assume all due diligence and applicable financial obligations of Bioenvision hereunder (provided that, notwithstanding the agreement of a Sublicensee to assume any obligations of Bioenvision, Bioenvision will remain obligated with respect to any and all such obligations); and (biv) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant Bioenvision will notify SRI of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any material breach of a sublicense Sublicense by a Sublicensee and to the extent that the material breach is not cured within sixty (60) days after notice thereof by Bioenvision, Bioenvision will terminate the Sublicense granted to such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

Sublicense Rights. Licensee Lilly shall not have the right to grant sublicenses under within the licenses granted to it scope of the license under Section 2.1(a) (Development 2.1 solely to its Affiliates and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this AgreementBona Fide Collaborators; (b) Third Parties for the terms purpose of each distributing, importing, marketing, promoting and selling a Licensed Product in the Field (i) in any country other than a Major Market Country and (ii) in a Major Market Country ***; *** Confidential material redacted and filed separately with the Commission. or (c) Third Parties for the purpose of engaging such Third Parties as contract research organizations, contract manufacturers, contract sales forces and academic institutions in connection with Development and/or Commercialization of Licensed Compounds and Licensed Products in the Field in the Territory; provided that any sublicense granted under this Agreement shall be pursuant to a written agreement that subjects such sublicensee to all relevant restrictions and limitations set forth in this Agreement. If Lilly grants a sublicense to a Third Party pursuant to subclause (a) or (b) to research, Develop or Commercialize Licensed Products in the United States, Major EU Countries or Japan, as permitted by Licensee Section 2.2(a) or (b), then Lilly shall provide that Incyte with prompt written notice thereof and shall provide Incyte with an executed copy of any such sublicense (redacted as necessary to protect confidential or commercially sensitive information). Except as otherwise agreed by the Sublicensee Parties in writing, Lilly shall be subject jointly and severally responsible with its sublicensees to Incyte for failure by its sublicensees to comply with, and Lilly guarantees the compliance by each of its sublicensees with, all such applicable restrictions and limitations in accordance with the terms and conditions of this Agreement; (c. For the purposes this Section 2.2, a “Bona Fide Collaborator” means a Third Party that has entered into a collaboration with Lilly for the research, Development or Commercialization of Licensed Compounds and/or Licensed Products in which Lilly plays a significant role in the decision-making process with respect to the Development and/or Commercialization of such Licensed Compound and/or Licensed Product. For purposes of clarity, a Third Party that is granted a sublicense in accordance with Section 2.2(b) Licensee’s grant of any sublicense or 2.2(c) shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process DevelopmentBona Fide Collaborator.

Sublicense Rights. Licensee SymBio shall not have the right to grant sublicenses under of the licenses license granted to it under in Section 2.1(a) to (Development and Commercialization License to Licenseei) an Affiliate (so long as such entity remains an Affiliate) and Section 6.3(d(ii) (Use of Coherus Trademark), without the a Third Party only with Eagle’s express prior written consent (not to be unreasonably withheld or delayed). SymBio shall provide notice of Coherusany sublicense granted to any Affiliate promptly after such grant, which consent may be withheld [***]and copies of any draft sublicense agreement for any Third Party sublicense for review and approval together with any other supporting documentation directly related to the proposed sublicensee. Within thirty (30) days after granting a permitted sublicense hereunder, except SymBio shall notify Eagle of the grant of such sublicense and provide Eagle with respect to [***]a true and complete copy of the sublicense agreement (each, in which case [***]a “SymBio Sublicense Agreement”). For Notwithstanding the avoidance of doubtforegoing, it SymBio shall be [***] entitled to omit or redact from the draft sublicense agreement, final sublicense agreement and supporting documentation, financial or other terms that SymBio does not need to confirm compliance with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee . Each SymBio Sublicense Agreement shall be subject to consistent with the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense , and SymBio shall not relieve Licensee from any be solely responsible for all of its sublicensees’ activities and for any and all failures by its sublicensees to comply with the terms, including financial terms, of this Agreement. Without limiting the foregoing, each SymBio Sublicense Agreement shall include the following additional terms and conditions: (i) the sublicensee shall be bound by non-use and non-disclosure obligations under no less stringent than those set forth in Article 12 of this Agreement; (dii) Licensee the sublicensee shall be liable for not have any breach of a sublicense by a Sublicensee right to grant further sublicenses to the extent that such breach would constitute a breach of this Agreement, and any breach of Eagle IP although the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee sublicensee shall have the right to cure engage subcontractors in accordance with this Agreement to perform its obligations to SymBio; (iii) the sublicensee shall not have any such breach pursuant right to enforce any Eagle Licensed Patents; (iv) the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee sublicensee shall not have the right to grant sublicenses submit, own or control any Regulatory Materials for the Licensed Product; and (v) if this Agreement terminates, Eagle shall have the option, at its sole discretion, to (A) assume SymBio’s rights and obligations under Section 2.1 the SymBio Sublicense Agreement, or (License GrantsB) terminate the SymBio Sublicense Agreement in its entirety without any penalty or other obligation to any Third Party to Manufacture Products or to conduct Process Developmentthe sublicensee.

Sublicense Rights. Licensee shall not (a) CCP will have the right to grant sublicenses written Sublicenses, through multiple tiers, under the licenses rights granted to it under Section 2.1(a) (Development 2.1 to any of its Affiliates and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]Third Parties. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee CCP’s right to grant a sublicense, then Licensee may grant such sublicense, through [***], Sublicenses will be subject to the following: (a) each Sublicensee shall will agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense Sublicense granted by Licensee shall CCP will provide that the Sublicensee shall will be subject to the terms and conditions of this Agreement; (c) LicenseeCCP’s grant of any sublicense shall Sublicense will not relieve Licensee CCP from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach CCP will notify Fibrocell of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance identity of any breachSublicensee promptly after entering into any Sublicense and provide Fibrocell with a copy of the Sublicense, Licensee and/or Sublicensee shall have the right provided that CCP may redact such copy at its discretion to cure any such breach pursuant remove information that is not relevant to the terms of this Agreement; and (e) Licensee the Sublicense must be in writing. (b) Unless a Sublicense provides that it will notify Coherus terminate upon termination of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, if this Agreement terminates for clarityany reason other than termination by CCP pursuant to Section 18.2(a), Licensee shall then at the option of any Sublicensee not in material breach of the applicable Sublicense such Sublicensee will, from the effective date of such termination, become a direct licensee of Fibrocell under, and subject to the terms and conditions of, this Agreement, subject to modifications to the Sublicense with respect to territory, field and exclusivity consistent with the scope of this Agreement and so as to accommodate all such Sublicensees; provided, however, that such Sublicensee promptly cures all material breaches by CCP of this Agreement; and provided further that Fibrocell (i) will not have under any such direct license any obligations that are greater than or inconsistent with the right obligations of Fibrocell under this Agreement or any fewer rights than it has under this Agreement, and (ii) Fibrocell will have no liability for any obligations arising prior to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.effective date of such direct 13 US-DOCS\106669270.9

Sublicense Rights. Licensee shall not have the Bayer’s right to grant sublicenses under the licenses granted to it under Section 2.1(a2.1, and Nektar’s right to grant sublicenses under the licenses granted to it under Section 11.2(a)(ii) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee a Party shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licenseea Party’s grant of any sublicense shall not relieve Licensee the Party from any of its obligations under this Agreement; (d) Licensee the granting Party shall be remain jointly and severally liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such the Sublicensee shall be deemed a breach of this Agreement by Licensee the Party to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee each Party will notify Coherus the other Party of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything ; (f) Bayer will not have the right to grant sublicenses, under any rights granted to Bayer by Nektar in Sections 2.1(a)(i), to a Third Party during the contrary term of this Agreement for the promotion or marketing of Product in this Agreement[***] without Nektar’s prior written consent, for clarity, Licensee which consent shall not be unreasonably withheld or delayed; (g) Bayer will not have the right to grant sublicenses under any rights granted to Bayer by Nektar in Section 2.1 (License Grants2.1(b) to any a Third Party during the term of this Agreement for the promotion or marketing of the Product in the Shared Territory without Nektar’s prior written consent, which consent shall not be ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 unreasonably withheld or delayed; provided, however, that Bayer may grant sublicenses under any rights granted to Manufacture Products Bayer by Nektar in Section 2.1(b) without Nektar’s prior written consent in the event that Nektar opts out pursuant to Section 8.2(b)(ii), this Agreement is terminated by Bayer pursuant to Section 18.4 for breach of this Agreement by Nektar, or Bayer elects a Royalty Conversion in accordance with Section 20.2(b); and (h) Nektar will not have the right to conduct Process Developmentgrant sublicenses, under any rights granted to Nektar by Bayer in Section 11.2(a)(ii), to a Third Party during the term of this Agreement for the promotion or marketing of Product in the Field in the Territory without Bayer’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Sublicense Rights. i) Licensee may not grant any Sublicense until it has paid the upfront payments due under Section 3.1(i), (ii), and (iii) hereunder. Any sublicense by Licensee shall not have the right be to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents a Sublicensee that agrees in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable to terms consistent with and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall to be subject to the terms and conditions of this Agreement; . LIRUM agrees to notify IGF in writing by email to [***] at least [***] (c[***]) Licensee’s grant [***] prior to entering into any sublicensing agreements with any Third Party and such notice will include the name of such proposed Sublicensee and a summary of the material terms contemplated in such sublicensing agreement. To the extent IGF has any sublicense shall not relieve Licensee from concerns about the proposed Sublicensee or any of its obligations under this Agreement; the proposed terms of such sublicensing agreement, it will notify LIRUM of such concerns within [***] (d[***]) Licensee shall be liable for [***] of receipt of LIRUM’s written notice. LXXXX agrees that it take into consideration any breach of a such concerns raised by the IGF in the final sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breachagreement; provided, however, that in each instance of any breach, Licensee and/or Sublicensee LIRUM shall have the right sole discretion as to cure the final terms of such sublicensing agreement. In the event that IGF does not respond to LIRUM’s written notice within [***] ([***]) [***] of receipt of such notice, LIRUM may presume that there are no objections to the summary terms of the sublicense agreement and enter into such sublicense agreement without further coordination with IGF. Sublicenses granted hereunder shall be further transferable. LIRUM will provide IGF (by email to: [***]) with an un-redacted copy of each sublicense agreement promptly after execution. LIRUM is responsible for the performance of all Sublicensees as if such performance were carried out by LIRUM itself, including the payment of any royalties or other payments provided for hereunder triggered by such breach pursuant to Sublicense, regardless of whether the terms of this Agreement; and any sublicense require that Sublicensee pay such amounts (esuch as in a fully paid-up license) Licensee will notify Coherus of to LIRUM or that such amounts be paid by the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicenseSublicensee directly to IGF. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee Each sublicense agreement shall name IGF as a third-party beneficiary. LIRUM shall not have the right to grant any fully-paid up or royalty-free sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Developmentwithout IGF’s prior written consent.

Sublicense Rights. Licensee Subject to the terms of this Section 2.2 (Sublicense Rights), Lysovant may grant Sublicenses of the license granted in Section 2.1 (License to Lysovant), including through multiple tiers, to Affiliates of Lysovant or any Third Parties without the consent of, but with prior written notice to, iNtRON. Such notice shall include the name of the applicable Affiliate(s) or Third Party and description of the applicable Licensed Product and scope of the license granted. Lysovant shall not need to provide such notice for the grant of any sublicense entered into by Lysovant in the ordinary course of its business to a Third Party subcontractor conducting activities on behalf of Lysovant in order for Lysovant to perform its obligations under this Agreement. Lysovant shall remain responsible for the performance of all of its Affiliates and Sublicensees to the same extent as if such activities were conducted by Lysovant. Any Sublicense granted hereunder, whether to an Affiliate or Sublicensee, shall be in writing and shall incorporate terms and conditions sufficient to enable Lysovant to comply with this Agreement. Lysovant shall include in any Sublicense a provision granting iNtRON access and Lysovant rights to Data and Inventions made or generated by such Affiliate or Sublicensee, such that iNtRON will have the right same rights thereto under this Agreement as if such Data and Inventions were made or generated by Lysovant, subject to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development such Affiliate’s or Sublicensee’s consent and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]any Applicable Law. For the avoidance of doubt, it shall be Within [***] after execution, Lysovant shall provide iNtRON with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms copy of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject agreement granting a Sublicense to the terms and conditions of this Agreement; any Third Party (c) Licensee’s grant of other than any sublicense shall not relieve Licensee from any entered into by Lysovant with a Third Party subcontractor conducting activities on behalf of Lysovant in the ordinary course of its business in order for Lysovant to perform its obligations under this Agreement; (d) Licensee shall ), which copy may be liable redacted of any confidential information of the Sublicensee that is not necessary for any breach of a sublicense by a Sublicensee iNtRON to the extent that such breach would constitute a breach of confirm compliance with this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

Sublicense Rights. Licensee Valens shall not have the right (a) to grant sublicenses under sublicense the licenses rights granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) 2.1 and Section 6.3(d2.7 to wholly-owned subsidiaries of Valens, and (b) (Use of Coherus Trademark), without the subject to SoRSE's prior written consent consent, to sublicense the rights granted under Section 2.1 and Section 2.7, to third parties as reasonably necessary for and limited to the purposes of Coherusresearch, which consent may be withheld [***]development, except collaboration, co-marketing, distribution, manufacturing or other similar arrangements with respect to [***], in which case [***]Valens. For the avoidance of doubt, it any sublicense granted pursuant to this Section 2.4 shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject narrowly limited to the following: (a) each Sublicensee shall agree to be bound by all specific role of the applicable terms and conditions sublicensee, whether as distributor, manufacturer or otherwise. In the event of this Agreementany approved sublicense of rights by Valens hereunder, (i) full copies of the final sublicense shall be provided to SoRSE; (bii) the terms of each such sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this AgreementAgreement that, by their terms, are applicable to such sublicense (excluding any further rights to sublicense); and (ciii) Licensee’s grant of any the sublicense by Valens shall not relieve Licensee from any Valens of its obligations under this Agreement; , and (div) Licensee Valens shall remain responsible to SoRSE for the performance or non-performance of any such sublicensee hereunder. Notwithstanding the foregoing, Valens may, without SoRSE's prior consent, enter into an agreement solely for the resale or distribution of unmodified pre-packaged finished Licensed Products on a stand-alone basis in the Territory, provided that (i) Valens provides SoRSE notice thereof (ii) such agreement shall be liable for any breach of a sublicense by a Sublicensee subject to the extent that terms and conditions of this Agreement that, by their terms, are applicable thereto (with no right to sublicense), (iii) such breach would constitute a breach agreement shall not relieve Valens of its obligations under this Agreement, and any breach of (iv) Valens shall remain responsible to SoRSE for the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance performance or non-performance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products distributor or to conduct Process Developmentreseller hereunder.

Sublicense Rights. Licensee shall not have Company may grant sublicenses, through multiple tiers, under and within the right scope of the Commercial License granted pursuant to grant sublicenses under the licenses Section 2.1. Each sublicense granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it by Company shall be [***] consistent with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (aand subordinate to) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; , and Company shall remain responsible to Xencor for all payments and royalties due under this Agreement as a result of the activities of any such Affiliate or Third Party under any such sublicense as if such events or sales were achieved or made by Company under this Agreement. Within thirty (b30) the terms days following execution of each sublicense granted by Licensee agreement, Company shall provide Xencor with written notice of such sublicense and shall certify in such notice that the Sublicensee shall be subject sublicense was granted in accordance with this Section 2.2. In the event of any termination of this Agreement by Xencor pursuant to the terms hereof, all sublicenses granted by Company to Sublicensees pursuant to this Section 2.2 shall automatically become direct licenses and conditions obligations between Xencor and such Sublicensees with respect to the subject matter hereof with all rights of Company thereunder automatically becoming rights of Xencor (including all rights to receive payment) unless the Sublicensee is in material default under such sublicense at the time of termination of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance no event shall Xencor have any obligations under such sublicense beyond the obligations of Xencor set forth in this Agreement unless otherwise agreed in writing by Xencor. Notwithstanding any breachsublicense, Licensee and/or Sublicensee shall have Company will remain primarily liable to Xencor for the right to cure any such breach pursuant to the terms performance of all of Company’s obligations under, and Company’s compliance with all provisions of, this Agreement; and (e) Licensee will notify Coherus of the identity of . Company hereby waives any requirement that Xencor exhaust any right, power or remedy, or proceed against such Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into for any sublicense. Notwithstanding anything obligation or performance hereunder prior to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Developmentproceeding directly against Company.

Sublicense Rights. Licensee shall not have the right ImmunityBio agrees that any sublicenses that it grants to grant sublicenses any Sublicensee under the licenses granted to it under Section 2.1(athis Agreement (a “Sublicense”) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the following terms: (i) such Sublicense must refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense , and shall not relieve Licensee from any limit the ability of ImmunityBio (individually or through the activities of its Affiliates and Sublicensees) to fully perform all of its material obligations under this Agreement or GlobeImmune’s rights under this Agreement; (dii) Licensee in such Sublicense, the Sublicensee shall agree to be liable for any breach subject to, and bound by, the terms and conditions of a sublicense by a Sublicensee the CU Agreement to the extent that such breach would constitute a breach of this Agreement, and any breach required under the terms of the sublicense by such Sublicensee CU Agreement and then only to the same extent as ImmunityBio has agreed in Section 2(h); (iii) ImmunityBio shall be deemed a breach remain responsible for the performance of this Agreement by Licensee and the performance of its Sublicensees hereunder, including the payment of all payments due, and making reports and keeping books and records; and (iv) such Sublicensees may permit the Sublicensee to grant further Sublicenses of same or lesser scope as its sublicense from ImmunityBio under the extent that grants contained in Section 2(a) (the other party to such breach would constitute further sublicense also being a breach of this Agreement as if Licensee had committed such breach“Sublicensee”); provided, however, that such further sublicenses shall be in each instance accordance with and subject to all of any breachthe terms and conditions of this Section 2(d) and Section 2(h) (i.e., Licensee and/or such initial Sublicensee shall have be subject to this Section 2(d) in the right to cure any such breach pursuant same manner and to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicensesame extent as ImmunityBio). Notwithstanding the foregoing or anything else in this Agreement to the contrary in this Agreementcontrary, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) Sublicenses hereunder expressly excludes the right to Sublicense the GlobeImmune Platform on a standalone basis or for any Third Party purposes other than the development and commercialization of Licensed Products; provided, that ImmunityBio may grant Sublicenses, directly or indirectly, to Manufacture Products or to conduct Process Developmentits contract manufacturers, collaborators, and other development partners solely in connection with research, development, and commercialization of Licensed Products.

Sublicense Rights. Licensee Achillion shall not have the right to enter into sublicenses (each a “Sublicense”) relating to the license granted in Section 2.1 with third parties (each a “Sublicensee”) with which Achillion has agreed to develop and/or commercialize Licensed Products, provided however, that for each Sublicense grant sublicenses under the licenses granted (a) to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use a Sublicensee having a market capitalization of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld greater than [***], except with respect to ] dollars ($[***]), in which case Achillion shall give prompt written notice to Emory, and (b) to a Sublicensee having a market capitalization of less than [***]. For the avoidance of doubt, it shall be ] dollars ($[***] with respect to [***]), Achillion shall first obtain Emory’s prior written approval, which approval shall not be unreasonably withheld or delayed. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant Each such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee Sublicense shall be subject to and subordinate to, and consistent with, the terms and conditions of this Agreement; (c) Licensee’s grant , and shall provide that any such Sublicensees shall not further sublicense except on terms consistent with this Agreement. Achillion shall include in any Sublicense agreement provisions requiring the Sublicensee to abide by the confidentiality obligations herein, indemnify Emory and maintain insurance to the same extent that Achillion is so required pursuant to Sections 4.1, 8.4.1 and 8.6 of this Agreement. Achillion shall provide Emory with a copy of any sublicense shall not relieve Licensee from any of its obligations under Sublicense granted pursuant to this Agreement; Section 2.3 within thirty (d30) Licensee shall days after the execution thereof. Such copy may be liable for any breach of a sublicense redacted to exclude confidential scientific information and other information required by a Sublicensee to be kept confidential, provided that all relevant financial terms and information shall be retained. Achillion shall remain responsible for the extent performance of its Sublicensees (including, without limitation, the payment of all fees and royalties due hereunder regardless of whether or not a Sublicensee pays Achillion such amounts), and shall ensure that any such breach would constitute a breach Sublicensees comply with the relevant provisions of this Agreement. In the event of a material default by any Sublicensee under a Sublicense agreement, Achillion will inform Emory and take such action, after consultation with Emory, which in Achillion’s reasonable business judgment will address such default. Achillion shall not grant any breach rights which are inconsistent with the rights granted to and obligations of the sublicense by such Achillion hereunder. Any act or omission of a Sublicensee shall which would be deemed a breach of this Agreement if performed or made by Licensee Achillion shall be deemed to the extent that such breach would constitute be a breach by such Sublicensee. In addition, if Achillion grants a Sublicense to any third party (other than an Affiliate) with which Achillion also enters into a distribution agreement relating to a Licensed Product, the economic terms of this Agreement as if Licensee had committed such breach; provided, however, that in the Sublicense agreement and the distribution agreement must each instance of any breach, Licensee and/or Sublicensee reflect arm’s-length pricing and Emory shall have the right to cure any withhold its approval of such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted Sublicense if such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall agreements do not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Developmentreflect arm’s-length pricing.

Sublicense Rights. Licensee shall not Geron will have the right to grant sublicenses under of the licenses rights granted to it under Section 2.1(aSections 2.1 and 2.2; provided, that, Geron shall (i) make Commercially Reasonable Efforts to provide written notice to AngioChem of any such proposed sublicense at least thirty (Development 30) days prior to the execution of a sublicense together with either (x) a summary of material business and Commercialization License economic terms of such sublicense pertaining to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except sublicense rights granted by Geron with respect to [***]Licensed Intellectual Property if prior written approval of AngioChem is not required as set forth below, in which case [***]. For or (y) a copy of the draft sublicense if prior written approval of AngioChem is required as set forth below and give good faith consideration to comments made by AngioChem with respect thereto; provided that, for the avoidance of doubt, it nothing herein shall be [***] require Geron to incorporate any comments made by AngioChem and provided further that nothing herein shall require Geron to defer or delay execution of any sublicense in order to receive comments from AngioChem, (ii) except as set forth below in this Section 2.3, obtain prior written approval of AngioChem with respect to [***]. If Coherus consents in writing to allow Licensee to grant a any such proposed sublicense, then Licensee may grant which consent shall not to unreasonably withheld, conditioned or delayed, (iii) not be relieved of its obligations pursuant to this Agreement as a result of such sublicense, through [***]and (iv) provide copies to AngioChem of each such sublicense (redacted to protect the confidential information or proprietary business information of the Sublicensee, subject to the following: (a) each Sublicensee shall agree other than payments required to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense made by such Sublicensee shall be deemed a breach to Geron in consideration of this Agreement sublicense rights granted by Licensee Geron with respect to the extent that Licensed Intellectual Property) within thirty (30) days after full execution of such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary set forth herein, the prior written consent of AngioChem shall not be required for a sublicense if a copy of Section 10.4.4.1 of this Agreement is attached to such sublicense as an exhibit, and the Sublicensee agrees in such sublicense that the sublicense will terminate upon the termination of this Agreement unless all the conditions in Sections 10.4.4.1 and 10.4.4.3 are satisfied. All information provided by Geron to AngioChem under this Section 2.3 shall be treated by AngioChem as Geron Confidential Information in accordance with Section 7.1 of this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

Sublicense Rights. Licensee Takeda shall not have the right, directly or through multiples tiers, to (i) grant sublicenses of the licenses granted in Section 2.1(a)(i) to one or more of its Affiliates at any time; (ii) upon written notice to the JSC, grant sublicenses of the license granted under Section 2.1(a)(i) to one or more Third Parties; provided, however, that the right to sublicense the right to Develop the Product under this Section 2.1(c)(ii) may be granted only to a sublicensee of the right to Commercialize the Product, and such Development shall be limited to clinical studies required to obtain or maintain Regulatory Approval in a particular country, subject to Section 4.4(c); and (iii) grant sublicenses under its Development rights under Section 2.1(a)(i) (A) in the EU-5 to Third Parties upon the written consent of AMAG, at AMAG’s sole discretion, and (B) in the Licensed Territory outside the EU-5 to Third Parties upon the written consent of AMAG, not to be unreasonably withheld. Takeda shall provide all information reasonably requested by the JSC prior to entering into any such Third Party arrangement and shall, within thirty (30) days after granting a Third Party a sublicense under the licenses granted to it under in Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark2.1(a)(i), without notify AMAG of the prior written consent grant of Coherus, which consent such sublicense and provide AMAG with a true and complete copy of the sublicense agreement (provided that Takeda may be withheld [***], except redact any information contained therein that is not necessary to disclose to ensure compliance with respect to [***], in which case [***]this Agreement). For the avoidance of doubt, it Each sublicense agreement shall be [***] consistent with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; . Takeda shall, in each agreement under which it grants a sublicense under the license set forth in Section 2.1(a)(i) (ceach, a “Takeda Sublicense Agreement”), require the sublicensee (A) Licensee’s grant to provide Information to Takeda to the extent necessary for Takeda and AMAG to comply with their obligations under Article 5, and (B) to provide the following to AMAG, if this Agreement terminates, or to Takeda, if only such Takeda Sublicense Agreement terminates: (x) the assignment and transfer of ownership and possession of all Regulatory Materials (including Regulatory Approvals) held or possessed by such sublicensee (which assignment could also be directly to Takeda prior to any sublicense shall not relieve Licensee from such termination), and (y) the assignment of all intellectual property Controlled by such sublicensee that covers a Product or its respective use, manufacture, sale, or importation and was created by or on behalf of such sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Takeda Sublicense Agreement. In addition, Takeda will include provisions in each Takeda Sublicense Agreement providing that if the sublicensee or any of its obligations Affiliates undertakes a Patent Challenge, Takeda may terminate all sublicenses under this Agreement; the AMAG Patents granted to such sublicensee. If a sublicensee (dor an Affiliate of such sublicensee) Licensee undertakes a Patent Challenge, then Takeda, upon receipt of notice thereof from AMAG, will terminate all sublicenses under the AMAG Patents granted to such sublicensee in the applicable sublicense agreement. Takeda shall be liable responsible for any breach of a sublicense by a Sublicensee to ensuring that its sublicensees comply with the extent that such breach would constitute a breach terms of this Agreement, and any breach the operations of the sublicense by all such Sublicensee sublicensees with respect to Takeda’s rights or obligations hereunder shall be deemed a breach to be the operations of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this AgreementTakeda, for clarity, Licensee which Takeda shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Developmentbe responsible.

Sublicense Rights. Licensee Lilly shall not have the right to grant sublicenses under within the licenses granted to it scope of the license under Section 2.1(a2.1 solely to its Affiliates and to (a) Bona Fide Collaborators; (Development b) Third Parties for the purpose of distributing, importing, marketing, promoting and Commercialization License to Licenseeselling a Licensed Product in the Field (i) in any country other than a Major Market Country and Section 6.3(d(ii) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld in a Major Market Country [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be ; [***] Confidential material redacted and filed separately with respect the Commission. or (c) Third Parties for the purpose of engaging such Third Parties as contract research organizations, contract manufacturers, contract sales forces and academic institutions in connection with Development and/or Commercialization of Licensed Compounds and Licensed Products in the Field in the Territory; provided that any sublicense granted under this Agreement shall be pursuant to [***]a written agreement that subjects such sublicensee to all relevant restrictions and limitations set forth in this Agreement. If Coherus consents in writing Lilly grants a sublicense to allow Licensee a Third Party pursuant to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: subclause (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; or (b) to research, Develop or Commercialize Licensed Products in the terms of each sublicense granted United States, Major EU Countries or Japan, as permitted by Licensee Section 2.2(a) or (b), then Lilly shall provide that Incyte with prompt written notice thereof and shall provide Incyte with an executed copy of any such sublicense (redacted as necessary to protect confidential or commercially sensitive information). Except as otherwise agreed by the Sublicensee Parties in writing, Lilly shall be subject jointly and severally responsible with its sublicensees to Incyte for failure by its sublicensees to comply with, and Lilly guarantees the compliance by each of its sublicensees with, all such applicable restrictions and limitations in accordance with the terms and conditions of this Agreement; (c. For the purposes this Section 2.2, a “Bona Fide Collaborator” means a Third Party that has entered into a collaboration with Lilly for the research, Development or Commercialization of Licensed Compounds and/or Licensed Products in which Lilly plays a significant role in the decision-making process with respect to the Development and/or Commercialization of such Licensed Compound and/or Licensed Product. For purposes of clarity, a Third Party that is granted a sublicense in accordance with Section 2.2(b) Licensee’s grant of any sublicense or 2.2(c) shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process DevelopmentBona Fide Collaborator.