Common use of Sublicense Rights Clause in Contracts

Sublicense Rights. Subject to the terms and conditions of this Agreement (including but not limited to the limitations set forth in this ARTICLE 3) and those certain agreements between Regulus and those certain Third Parties in effect as of the Effective Date and as listed on Exhibit G, GSK shall have the right to grant to its Affiliates and/or Third Parties sublicenses under the license granted under Section 3.1.1 above solely to continue the Development, Manufacture or Commercialization of SPC-3649; provided, that, (a) each such sublicense shall be subject and subordinate to, and consistent with, the applicable terms and conditions of this Agreement; (b) GSK may not grant a sublicense to Santaris or any of Santaris’ Affiliates; and (c) GSK cannot sublicense the Stanford Patents. GSK shall provide Regulus with a copy of any sublicense granted pursuant to this Section 3.1.2 within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential scientific information and other sensitive information required by a Sublicensee or GSK to be kept confidential; provided, that for agreements that are entered into by GSK or its Affiliates after the Effective Date that materially relate to the Regulus Patents, GSK will reasonably endeavor to facilitate the communication of information between the Parties with respect to any subsequent Development activities by GSK to the extent required by those certain agreements between Regulus and those certain Third Parties in effect as of the Effective Date and as listed on Exhibit G. Regulus may share such copy or information with its Founding Companies and relevant Third Party licensors who have a contractual right and material need to know such information under obligations of confidentiality which are no less strict than the confidentiality obligations imposed upon Regulus hereunder. GSK will remain responsible for the performance of its Affiliates and Sublicensees, and will ensure that all such Affiliates and Sublicensees comply with the relevant provisions of this Agreement.

Sublicense Rights. Subject to the terms and conditions of this Agreement (including but not limited to the limitations i) Except as otherwise set forth in clause (ii) below and subject to the remainder of this ARTICLE 3) and those certain agreements between Regulus and those certain Third Parties in effect as of the Effective Date and as listed on Exhibit GSection 7.1(b), GSK SANOFI-AVENTIS shall have the right to grant enter into sublicenses relating to its Affiliates and/or Third Parties sublicenses under the license granted in Section 7.1(a) to Third Parties or Affiliates with which SANOFI-AVENTIS has agreed to research, develop, manufacture or commercialize Collaboration Compounds and Licensed Products in the Territory, either jointly, in collaboration with or on behalf of SANOFI-AVENTIS. (ii) Notwithstanding the foregoing, unless and until MERRIMACK opts out of Co-Promotion pursuant to Section 5.3, or terminates Co-Promotion pursuant to Section 5.6, with respect to any Co-Promoted Product in the USA, SANOFI-AVENTIS shall not have the right to enter into any sublicenses relating to any Co-Promoted Product in the USA without the prior written consent of MERRIMACK, not to be unreasonably withheld. In addition, during the Co-Promote Term for any Co-Promoted Product, SANOFI-AVENTIS shall not grant any rights to any Third Party or Affiliate in a manner that would undermine, conflict with or restrict MERRIMACK’s Co-Promotion rights with respect to such Co-Promoted Product in the USA, without the prior written consent of MERRIMACK. (iii) Each sublicense granted by SANOFI-AVENTIS under this Section 3.1.1 above solely to continue the Development, Manufacture or Commercialization of SPC-3649; provided, that, (a7.1(b) each such sublicense shall be subject and subordinate to, and consistent with, the applicable terms and conditions of this Agreement; (b) GSK may not grant a sublicense to Santaris or any of Santaris’ Affiliates; , and (c) GSK cannot sublicense the Stanford Patents. GSK shall provide Regulus that any such sublicensee shall not further sublicense except on terms consistent with this Section 7.1(b). SANOFI-AVENTIS shall provide MERRIMACK with a copy of any sublicense granted pursuant to this Section 3.1.2 7.1(b) within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential scientific information and other commercially-sensitive information required by a Sublicensee or GSK sublicensee to be kept confidential; provided, that for agreements that are entered into by GSK or its Affiliates after the Effective Date that materially relate to the Regulus Patents, GSK will reasonably endeavor to facilitate the communication of information between the Parties with respect to any subsequent Development activities by GSK to the extent required by those certain agreements between Regulus and those certain Third Parties in effect as of the Effective Date and as listed on Exhibit G. Regulus may share such copy or information with its Founding Companies and relevant Third Party licensors who have a contractual right and material need to know such information under obligations of confidentiality which are no less strict than the confidentiality obligations imposed upon Regulus hereunder. GSK will remain . (iv) SANOFI-AVENTIS shall be responsible for the performance of its Affiliates and Sublicenseessublicensees, and will shall ensure that all any such Affiliates and Sublicensees sublicensees comply with the relevant all applicable provisions of this Agreement. In the event of a material default by any sublicensee under a sublicense agreement, SANOFI-AVENTIS will inform MERRIMACK and take such action, after consultation with MERRIMACK, which in SANOFI-AVENTIS’s reasonable business judgment will address such default.

Sublicense Rights. Subject LICENSEE may sublicense the rights granted to it pursuant to Sections 2.1.1 and 2.1.2 to any Third Party upon prior written notice to PFIZER; provided that (a) PFIZER is afforded an opportunity to provide LICENSEE with comments regarding each proposed sublicensee and LICENSEE reasonably considers such comments and (b) each sublicense is made subject to, and consistent with, the terms and conditions of this Agreement and includes provisions that (including but not limited i) require prior written notice to PFIZER in the event of an assignment of the sublicense to a Third Party, (ii) include PFIZER as a third party beneficiary, with rights to enforce the terms of such sublicense, (iii) require the sublicensee to indemnify, defend and hold harmless the Pfizer Indemnitees to the limitations set forth in this ARTICLE same extent and degree as LICENSEE has agreed to indemnify, defend and hold harmless the Pfizer Indemnitees pursuant to Section 11.1, (iv) require sublicensee, during the term of the applicable sublicensee agreement and until the later of three (3) years after termination or expiration of such agreement or the date that all statutes of limitation covering claims or suits that may be instituted for personal injury based on the sale or use of a Product have expired, to maintain the insurance coverage described in, and those certain agreements between Regulus otherwise comply with, Sections 15.1 and those certain Third Parties in effect 15.2 to the same extent and degree as of the Effective Date LICENSEE has agreed to so maintain such insurance coverage and as listed on Exhibit G, GSK shall have otherwise comply with Sections 15.1 and 15.2; and (v) grant PFIZER the right (in its sole discretion) to grant assume such sublicense if this Agreement terminates (provided that PFIZER shall not be obligated to its Affiliates and/or Third Parties sublicenses under the license granted under Section 3.1.1 above solely fulfill any obligations to continue the Developmentsuch sublicensees beyond those obligations required of PFIZER if this Agreement had not terminated) and if PFIZER does not exercise such right, Manufacture or Commercialization of SPC-3649; provided, that, (a) each such sublicense shall be subject and subordinate to, and consistent with, the applicable terms and conditions of this Agreement; (b) GSK may not grant a sublicense to Santaris or any of Santaris’ Affiliates; and (c) GSK cannot sublicense the Stanford Patentsterminate. GSK In no event shall provide Regulus with a copy LICENSEE’s granting of any sublicense granted pursuant to relieve LICENSEE of any of its obligations under this Section 3.1.2 Agreement. LICENSEE shall provide PFIZER with a true and complete copy of each sublicense and each amendment thereto within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential scientific information and other sensitive information required by a Sublicensee each such sublicense or GSK to be kept confidential; provided, that for agreements that are entered into by GSK or its Affiliates after the Effective Date that materially relate to the Regulus Patents, GSK will reasonably endeavor to facilitate the communication of information between the Parties with respect to any subsequent Development activities by GSK to the extent required by those certain agreements between Regulus and those certain Third Parties in effect as of the Effective Date and as listed on Exhibit G. Regulus may share such copy or information with its Founding Companies and relevant Third Party licensors who have a contractual right and material need to know such information under obligations of confidentiality which are no less strict than the confidentiality obligations imposed upon Regulus hereunder. GSK will remain responsible for the performance of its Affiliates and Sublicensees, and will ensure that all such Affiliates and Sublicensees comply with the relevant provisions of this Agreementamendment has been executed.

Sublicense Rights. Subject VirBio may grant sublicenses (through multiple tiers)under and within the scope of any Commercial License granted pursuant to the terms and conditions of this Agreement (including but not limited to the limitations set forth in this ARTICLE 3) and those certain agreements between Regulus and those certain Third Parties in effect as Section 3.2. Each sublicense granted by VirBio shall be consistent with all of the Effective Date and as listed on Exhibit G, GSK shall have the right to grant to its Affiliates and/or Third Parties sublicenses under the license granted under Section 3.1.1 above solely to continue the Development, Manufacture or Commercialization of SPC-3649; provided, that, (a) each such sublicense shall be subject and subordinate to, and consistent with, the applicable relevant terms and conditions of this Agreement; (b) GSK may not grant , and subordinate thereto, and VirBio shall remain responsible to Xencor for all payments and royalties that become due under this Agreement as a sublicense to Santaris or any result of Santaris’ Affiliates; and (c) GSK cannot sublicense the Stanford Patentsactivities of such sublicensee. GSK shall provide Regulus with a copy Within [***] following the execution of any sublicense granted agreement, VirBio shall provide Xencor with written notice of such sublicense and [***]. Notwithstanding any sublicense, VirBio will remain primarily liable to Xencor for the performance of all of VirBio’s obligations under, and VirBio’s compliance with all provisions of, this Agreement and [***]. In the event of any termination of this Agreement by Xencor pursuant to the terms hereof, all Sublicensees pursuant to this Section 3.1.2 within thirty (30) days after 3.3 of both development and commercial rights shall, at the execution thereof. Such copy may be redacted Sublicensee’s written election, automatically become a direct license under this Agreement between Xencor and such Sublicensee with respect to exclude confidential scientific information the subject matter hereof with all rights and other sensitive information required by a obligations of VirBio hereunder automatically becoming rights and obligations of such Sublicensee, unless the Sublicensee or GSK to be kept confidentialis in material default under such sublicense at the time of termination of this Agreement, in which case it shall have no such right; provided, that for agreements that are entered into by GSK or its Affiliates after the Effective Date that materially relate to the Regulus Patents, GSK will reasonably endeavor to facilitate the communication of information between the Parties with respect to any subsequent Development activities by GSK to the extent required by those certain agreements between Regulus and those certain Third Parties in effect as scope of the Effective Date and direct license granted hereunder shall be adjusted as listed on Exhibit G. Regulus may share appropriate to be the same scope as the license granted to such copy or information with its Founding Companies and relevant Third Party licensors who have a contractual right and material need to know such information Sublicensee under obligations of confidentiality which are no less strict than the confidentiality obligations imposed upon Regulus hereunder. GSK will remain responsible for the performance of its Affiliates and Sublicensees, and will ensure that all such Affiliates and Sublicensees comply with the relevant provisions of this Agreementoriginal sublicense.