Common use of Sublicense Rights Clause in Contracts

Sublicense Rights. With respect to any License granted pursuant to Section 2.1 through Section 2.4 (but not, for the avoidance of doubt, any Covenant Not To Xxx) (a) the applicable Licensed Party shall have the right to grant the following sublicenses under such License: (i) to its customers solely for such customers to utilize such Licensed Party’s products or services in a manner consistent with the intended use of such products or services and (ii) to its suppliers and service providers to the extent such suppliers and service providers provide products and services to, or on behalf of, such Licensed Party, provided, however, in each case, the Licensed Party shall be responsible for any breach by any of the sublicensees of the terms and conditions of this Agreement; (b) other than in connection with Divestitures, the applicable Party may extend its rights under such License to one or more of its Affiliates only for so long as any such Affiliate remains an Affiliate of such Party; and (c) in the event that any third party (an “Acquiring Party”) acquires from a Party (a “Divesting Party”), whether by a stock sale, an asset sale, or a merger or consolidation (each, a “Divestiture”), a business (e.g., an Affiliate of a party containing a business line) which is (i) in the case of MCK, included in the MCK Retained Business, (ii) in the case of Echo Connect, included in the Echo Connect Retained Business, or (iii) in the case of NewCo, included in the Company Business (each, a “Divested Business”), then such Divesting Party shall have the right to grant a sublicense to such Acquiring Party under such License, but solely with respect to the products and services of such Divested Business, including products under development, as provided by the Divesting Party as of the date of such Divestiture; provided, however, prior to the grant of any such sublicense, such Acquiring Party shall agree in writing to be bound by the terms and conditions of this Agreement (it being understood that in no event shall any sublicense granted pursuant to this Section 2.6 be broader in scope than such License).

Sublicense Rights. With respect to any License granted pursuant to Section 2.1 through Section 2.4 (but not, for the avoidance of doubt, any Covenant Not To Xxxi) (a) the applicable Licensed Party Mundipharma shall have the right to grant the following sublicenses under such License: (i) of the licenses granted in Sections 2.1(a), 2.1(b) and 2.1(c) or (ii) to sell Products in the Licensed Territory in the Field, in each case without the prior approval of Allos, only to (A) its customers solely Affiliates, provided that such sublicense shall automatically terminate if such person, corporation, partnership or entity ceases to be an Affiliate of Mundipharma, and (B) Third Party subcontractors that are performing part of Mundipharma’s obligations under this Agreement (excluding any Third Party manufacturers), and in each case provided that Mundipharma shall at all times sell, offer for sale, import, export and otherwise Commercialize the Product in Mundipharma’s or its Affiliate’s name. Mundipharma shall not grant any sublicenses (i) of the licenses granted in Sections 2.1(a), 2.1(b) and 2.1(c), or (ii) any rights to sell the Product in the Field in the Licensed Territory, to any Third Party (including any Third Party manufacturer but excluding any non-manufacturing Third Party subcontractors as permitted in the preceding sentence) without the prior approval of Allos, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Parties agree it would be reasonable for Allos to withhold consent [***], unless, at the time such customers to utilize such Licensed Party’s products or services in a manner consistent with the intended use of such products or services consent is requested, (i) [***], and (ii) to its suppliers and service providers to the extent such suppliers and service providers provide products and services to, or on behalf of, such Licensed Party, provided, however, in each case, the Licensed Party [***]. Mundipharma shall be solely responsible for all of its Sublicensees’, subcontractors’, agents’ and distributors’ activities and any breach and all failures by any of the sublicensees of its Sublicensees, subcontractors, agents or distributors to comply with the terms and conditions of this Agreement; . (bii) other than Mundipharma shall, within [***] after granting any sublicense under Sections 2.1(a), 2.1(b) or 2.1(c) above, or rights to sell the Product in connection with Divestituresthe Field in the Licensed Territory to a Third Party, notify Allos of the applicable Party may extend its rights under such License to one or more of its Affiliates only for so long as any such Affiliate remains an Affiliate grant of such Party; sublicense to a Third Party and (c) in provide Allos with a true and complete copy of the event that any third party (an “Acquiring Party”) acquires from a Party agreement (a “Divesting PartyMundipharma Sublicense Agreement”) between Mundipharma and such Third Party (the “Sublicensee”), whether by a stock sale, an asset sale, pursuant to which such sublicense or a merger or consolidation (each, a “Divestiture”), a business (e.g., an Affiliate of a party containing a business line) which is (i) in the case of MCK, included in the MCK Retained Business, (ii) in the case of Echo Connect, included in the Echo Connect Retained Business, or (iii) in the case of NewCo, included in the Company Business (each, a “Divested Business”), then such Divesting Party rights were granted. Each Mundipharma Sublicense Agreement shall have the right to grant a sublicense to such Acquiring Party under such License, but solely be consistent with respect to the products and services of such Divested Business, including products under development, as provided by the Divesting Party as of the date of such Divestiture; provided, however, prior to the grant of any such sublicense, such Acquiring Party shall agree in writing to be bound by the terms and conditions of this Agreement and shall include the following additional terms and conditions: (it being understood that A) No Mundipharma Sublicense Agreement shall obligate (or purport to obligate) Allos without Allos’ express written consent; (B) the Sublicensee shall provide Mundipharma with all Information, Regulatory Materials and other documentation necessary for Mundipharma to comply with its obligations under this Agreement, including payment and reporting obligations hereunder, and shall include audit provisions substantially similar to those contained in this Agreement; (C) the Sublicensee shall be bound by non-use and non-disclosure obligations no event less stringent than those set forth in this Agreement; (D) the Sublicensee shall not have any sublicense granted pursuant right to this Section 2.6 be broader in scope than such License).grant sublicenses to the Allos Technology or the Mundipharma Technology; (E) the Sublicensee shall not have any right to prosecute or maintain any Allos Patents, Joint Patents or Mundipharma Patents; and

Sublicense Rights. With respect Subject to any License granted pursuant to Section 2.1 through Section 2.4 (but not, for the avoidance of doubt, any Covenant Not To Xxx) (a) the applicable Licensed Party shall have the right to grant the following sublicenses under such License: (i) to its customers solely for such customers to utilize such Licensed Party’s products or services in a manner consistent with the intended use of such products or services and (ii) to its suppliers and service providers to the extent such suppliers and service providers provide products and services to, or on behalf of, such Licensed Party, provided, however, in each case, the Licensed Party shall be responsible for any breach by any of the sublicensees of the terms and conditions of this Agreement; : (ba) other than in connection with DivestituresSubject to Section 3.4(c) below, the applicable each Party may extend exercise its rights and perform its obligations under such License to one this Agreement by itself or more through the engagement of any of its Affiliates only for so long as any such Affiliate remains an Affiliate of such without the other Party; and (c) in the event that any third party (an “Acquiring Party”) acquires from a Party (a “Divesting Party”), whether by a stock sale, an asset sale, or a merger or consolidation (each, a “Divestiture”), a business (e.g., an Affiliate of a party containing a business line) which is (i) in the case of MCK, included in the MCK Retained Business, (ii) in the case of Echo Connect, included in the Echo Connect Retained Business, or (iii) in the case of NewCo, included in the Company Business (each, a “Divested Business”), then such Divesting Party shall have the right to grant a sublicense to such Acquiring Party under such License, but solely with respect to the products and services of such Divested Business, including products under development, as provided by the Divesting Party as of the date of such Divestiture’s prior written consent; provided, however, prior that (i) such Party shall provide written notice to the grant other Party informing the other Party of such engagement within [*…***…] days after such engagement, and (ii) the Affiliate, in performing the obligations, shall use the standard of care applicable to the Party making the delegation. (b) Each Party may sublicense (through multiple tiers) the rights granted to it under Section 3.1 (in the case of CureVac) or Section 3.2 (in the case of Arcturus) to one (1) or more Third Parties with the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party will provide to the other Party a copy of any such sublicensesublicense agreement within […***…] days of execution thereof, such Acquiring which sublicense agreement may be redacted as necessary to protect commercially sensitive information and shall be treated as Confidential Information of the Party providing the sublicense agreement. (c) Each Party shall agree in writing remain directly responsible for all of its obligations under this Agreement that have been delegated, subcontracted or sublicensed to be bound by any of its Affiliates, sublicensees or subcontractors and shall ensure that such Affiliates, sublicensees and subcontractors comply with the terms and conditions of this Agreement. Without limiting the foregoing, in the event that a Party engages a subcontractor to perform any activities assigned to it under this Agreement, such Party shall ensure that such subcontractor is bound by written obligations of confidentiality and non-use consistent with this Agreement and has agreed to assign to the Party engaging such subcontractor (it being understood and/or grant a fully-paid, exclusive, royalty-free, worldwide license to such Party, with the right to sublicense through multiple tiers, under) all Inventions made by such subcontractor in the course of performing such subcontracted work that in no event shall relate to any sublicense granted pursuant to this Section 2.6 be broader in scope than such License)Products or their use, manufacture or sale.

Sublicense Rights. With respect to any License granted pursuant to Section 2.1 through Section 2.4 (but not, for the avoidance of doubt, any Covenant Not To Xxxi) (a) the applicable Licensed Party Mundipharma shall have the right to grant the following sublicenses under such License: (i) of the licenses granted in Sections 2.1(a), 2.1(b) and 2.1(c) or (ii) to sell Products in the Licensed Territory in the Field, in each case without the prior approval of Allos, only to (A) its customers solely Affiliates, provided that such sublicense shall automatically terminate if such person, corporation, partnership or entity ceases to be an Affiliate of Mundipharma, and (B) Third Party subcontractors that are performing part of Mundipharma's obligations under this Agreement (excluding any Third Party manufacturers), and in each case provided that Mundipharma shall at all times sell, offer for sale, import, export and otherwise Commercialize the Product in Mundipharma's or its Affiliate's name. Mundipharma shall not grant any sublicenses (i) of the licenses granted in Sections 2.1(a), 2.1(b) and 2.1(c), or (ii) any rights to sell the Product in the Field in the Licensed Territory, to any Third Party (including any Third Party manufacturer but excluding any non-manufacturing Third Party subcontractors as permitted in the preceding sentence) without the prior approval of Allos, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Parties agree it would be reasonable for Allos to withhold consent [*], unless, at the time such customers to utilize such Licensed Party’s products or services in a manner consistent with the intended use of such products or services consent is requested, (i) [*], and (ii) to its suppliers and service providers to the extent such suppliers and service providers provide products and services to, or on behalf of, such Licensed Party, provided, however, in each case, the Licensed Party [*]. Mundipharma shall be solely responsible for all of its Sublicensees', subcontractors', agents' and distributors' activities and any breach and all failures by any of the sublicensees of its Sublicensees, subcontractors, agents or distributors to comply with the terms and conditions of this Agreement; (b) other than in connection with Divestitures, the applicable Party may extend its rights under such License to one or more of its Affiliates only for so long as any such Affiliate remains an Affiliate of such Party; and (c) in the event that any third party (an “Acquiring Party”) acquires from a Party (a “Divesting Party”), whether by a stock sale, an asset sale, or a merger or consolidation (each, a “Divestiture”), a business (e.g., an Affiliate of a party containing a business line) which is (i) in the case of MCK, included in the MCK Retained Business, . (ii) Mundipharma shall, within [*] after granting any sublicense under Sections 2.1(a), 2.1(b) or 2.1(c) above, or rights to sell the Product in the case of Echo Connect, included Field in the Echo Connect Retained BusinessLicensed Territory to a Third Party, or (iii) in the case notify Allos of NewCo, included in the Company Business (each, a “Divested Business”), then such Divesting Party shall have the right to grant a sublicense to such Acquiring Party under such License, but solely with respect to the products and services of such Divested Business, including products under development, as provided by the Divesting Party as of the date of such Divestiture; provided, however, prior to the grant of any such sublicensesublicense to a Third Party and provide Allos with a true and complete copy of the agreement (a "Mundipharma Sublicense Agreement") between Mundipharma and such Third Party (the "Sublicensee"), pursuant to which such Acquiring Party sublicense or rights were granted. Each Mundipharma Sublicense Agreement shall agree in writing to be bound by consistent with the terms and conditions of this Agreement and shall include the following additional terms and conditions: (it being understood that A) No Mundipharma Sublicense Agreement shall obligate (or purport to obligate) Allos without Allos' express written consent; (B) the Sublicensee shall provide Mundipharma with all Information, Regulatory Materials and other documentation necessary for Mundipharma to 18 [ * ] = Certain confidential information contained in no event shall any sublicense granted this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. comply with its obligations under this Section 2.6 Agreement, including payment and reporting obligations hereunder, and shall include audit provisions substantially similar to those contained in this Agreement; (C) the Sublicensee shall be broader bound by non-use and non-disclosure obligations no less stringent than those set forth in scope than this Agreement; (D) the Sublicensee shall not have any right to grant sublicenses to the Allos Technology or the Mundipharma Technology; (E) the Sublicensee shall not have any right to prosecute or maintain any Allos Patents, Joint Patents or Mundipharma Patents; and (F) Mundipharma shall own and Control all Information and Patents relating to the Product or the API made and all Regulatory Materials prepared or filed by the Sublicensee in the course of conducting its activities under the Mundipharma Sublicense Agreement. (iii) With respect to any Mundipharma Sublicense Agreement that includes a sublicense under Allos Technology licensed to Allos under the PDX License Agreement: (A) Allos shall be permitted to provide SRI International, Xxxxx-Xxxxxxxxx Institute for Cancer Research and Southern Research Institute, with a copy of such License)Mundipharma Sublicense Agreement; and (B) the Sublicensee's rights shall be subject to the license rights and restrictions associated with such rights under the PDX License Agreement, in each case to the extent applicable to the rights granted to the Sublicensee. (iv) Mundipharma shall pay to Allos [*] of all Sublicense Revenue within [*] after the end of the calendar quarter in which Mundipharma receives such Sublicense Revenue from a Third Party.

Sublicense Rights. With respect to any License granted pursuant to Section 2.1 through Section 2.4 (but not, for the avoidance of doubt, any Covenant Not To Xxxi) (a) the applicable Licensed Party Mundipharma shall have the right to grant the following sublicenses under such License: (i) of the licenses granted in Sections 2.1(a), 2.1(b) and 2.1(c) or (ii) to sell Products in the Licensed Territory in the Field, in each case without the prior approval of Allos, only to (A) its customers solely Affiliates, provided that such sublicense shall automatically terminate if such person, corporation, partnership or entity ceases to be an Affiliate of Mundipharma, and (B) Third Party subcontractors that are performing part of Mundipharma’s obligations under this Agreement (excluding any Third Party manufacturers), and in each case provided that Mundipharma shall at all times sell, offer for sale, import, export and otherwise Commercialize the Product in Mundipharma’s or its Affiliate’s name. Mundipharma shall not grant any sublicenses (i) of the licenses granted in Sections 2.1(a), 2.1(b) and 2.1(c), or (ii) any rights to sell the Product in the Field in the Licensed Territory, to any Third Party (including any Third Party manufacturer but excluding any non-manufacturing Third Party subcontractors as permitted in the preceding sentence) without the prior approval of Allos, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Parties agree it would be reasonable for Allos to withhold consent [ * ], unless, at the time such customers to utilize such Licensed Party’s products or services in a manner consistent with the intended use of such products or services consent is requested, (i) [ * ], and (ii) to its suppliers and service providers to the extent such suppliers and service providers provide products and services to, or on behalf of, such Licensed Party, provided, however, in each case, the Licensed Party [ * ]. Mundipharma shall be solely responsible for all of its Sublicensees’, subcontractors’, agents’ and distributors’ activities and any breach and all failures by any of the sublicensees of its Sublicensees, subcontractors, agents or distributors to comply with the terms and conditions of this Agreement; . (bii) other than Mundipharma shall, within [ * ] after granting any sublicense under Sections 2.1(a), 2.1(b) or 2.1(c) above, or rights to sell the Product in connection with Divestituresthe Field in the Licensed Territory to a Third Party, notify Allos of the applicable Party may extend its rights under such License to one or more of its Affiliates only for so long as any such Affiliate remains an Affiliate grant of such Party; sublicense to a Third Party and (c) in provide Allos with a true and complete copy of the event that any third party (an “Acquiring Party”) acquires from a Party agreement (a “Divesting PartyMundipharma Sublicense Agreement”) between Mundipharma and such Third Party (the “Sublicensee”), whether by a stock sale, an asset sale, pursuant to which such sublicense or a merger or consolidation (each, a “Divestiture”), a business (e.g., an Affiliate of a party containing a business line) which is (i) in the case of MCK, included in the MCK Retained Business, (ii) in the case of Echo Connect, included in the Echo Connect Retained Business, or (iii) in the case of NewCo, included in the Company Business (each, a “Divested Business”), then such Divesting Party rights were granted. Each Mundipharma Sublicense Agreement shall have the right to grant a sublicense to such Acquiring Party under such License, but solely be consistent with respect to the products and services of such Divested Business, including products under development, as provided by the Divesting Party as of the date of such Divestiture; provided, however, prior to the grant of any such sublicense, such Acquiring Party shall agree in writing to be bound by the terms and conditions of this Agreement and shall include the following additional terms and conditions: (it being understood that A) No Mundipharma Sublicense Agreement shall obligate (or purport to obligate) Allos without Allos’ express written consent; (B) the Sublicensee shall provide Mundipharma with all Information, Regulatory Materials and other documentation necessary for Mundipharma to [ * ] = Certain confidential information contained in no event shall any sublicense granted this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. comply with its obligations under this Section 2.6 Agreement, including payment and reporting obligations hereunder, and shall include audit provisions substantially similar to those contained in this Agreement; (C) the Sublicensee shall be broader bound by non-use and non-disclosure obligations no less stringent than those set forth in scope than this Agreement; (D) the Sublicensee shall not have any right to grant sublicenses to the Allos Technology or the Mundipharma Technology; (E) the Sublicensee shall not have any right to prosecute or maintain any Allos Patents, Joint Patents or Mundipharma Patents; and (F) Mundipharma shall own and Control all Information and Patents relating to the Product or the API made and all Regulatory Materials prepared or filed by the Sublicensee in the course of conducting its activities under the Mundipharma Sublicense Agreement. (iii) With respect to any Mundipharma Sublicense Agreement that includes a sublicense under Allos Technology licensed to Allos under the PDX License Agreement: (A) Allos shall be permitted to provide SRI International, Xxxxx-Xxxxxxxxx Institute for Cancer Research and Southern Research Institute, with a copy of such License)Mundipharma Sublicense Agreement; and (B) the Sublicensee’s rights shall be subject to the license rights and restrictions associated with such rights under the PDX License Agreement, in each case to the extent applicable to the rights granted to the Sublicensee. (iv) Mundipharma shall pay to Allos [ * ] of all Sublicense Revenue within [ * ] after the end of the calendar quarter in which Mundipharma receives such Sublicense Revenue from a Third Party.