Common use of Sublicense to Licensor Clause in Contracts

Sublicense to Licensor. Holdings hereby grants to Licensor a fully paid, worldwide, exclusive (even as to Holdings) sublicense under the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Intellectual Property, with the right to grant further sublicense(s), solely to the extent required for Licensor to perform its obligations or exercise its rights under the Operative Documents. Notwithstanding the foregoing, Licensor shall only exercise its rights as sublicensee hereunder in connection with and for the purpose of carrying out Licensor’s obligations or exercising Licensor’s rights under the Operative Documents. In the event of the expiration of a Discontinuation Option without exercise by Licensor, the sublicense set forth in this Section 2.2 shall expire with respect to the Products relating to the Program to which such Discontinuation Option pertained. Upon the unexercised expiration or termination of the Purchase Option without Licensor’s exercise of the Purchase Option, the sublicense set forth in this Section 2.2 shall expire with respect to all Products relating to the Program(s) for which Licensor has not exercised the Discontinuation Option.

Sublicense to Licensor. Holdings Symphony Dynamo hereby grants to Licensor a fully paid, worldwide, exclusive (even as to HoldingsSymphony Dynamo) sublicense under the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Intellectual Property, with the right to grant further sublicense(s), solely to the extent required for Licensor develop, make, have made, use and import Products, or otherwise as necessary or useful to perform its carry out Licensor’s obligations or exercise its Licensor’s rights under the Operative Documents. Notwithstanding the foregoing, Licensor shall only exercise its sublicense rights as sublicensee hereunder in connection with and for the purpose of carrying out Licensor’s obligations or exercising Licensor’s rights under the Operative Documents. In the event of the expiration of a Discontinuation Option without exercise by Licensor, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to the Products relating to the Program to which such Discontinuation Option pertained. Upon the unexercised expiration or termination of the Purchase Option without Licensor’s exercise of the Purchase Option, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to all Products relating to the Program(s) for which Licensor has not exercised the Program Option or Discontinuation Option.

Sublicense to Licensor. Holdings Symphony Icon hereby grants to Licensor a fully paid, worldwide, exclusive (even as to HoldingsSymphony Icon) sublicense under the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Intellectual Property, with the right to grant further sublicense(s), solely to the extent required for Licensor develop, make, have made, use and import Products, or otherwise as necessary or useful to perform its carry out Licensor’s obligations or exercise its Licensor’s rights under the Operative Documents. Notwithstanding the foregoing, Licensor shall only exercise its rights as sublicensee hereunder in connection with and for the purpose of carrying out Licensor’s obligations or exercising Licensor’s rights under the Operative Documents. In the event of the expiration of a Discontinuation Option without exercise by Licensor, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to the Products relating to the Program to which such Discontinuation Option pertained. Upon the unexercised expiration or termination of the Purchase Option without Licensor’s exercise of the Purchase Option, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to all Products relating to the Program(s) for which Licensor has not exercised the Discontinuation Option.

Sublicense to Licensor. Holdings Symphony GenIsis hereby grants to Licensor a fully paid, worldwide, exclusive (even as to HoldingsSymphony GenIsis) sublicense under the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Intellectual Property, with the right to grant further sublicense(s), solely to the extent required for Licensor develop, make, have made, use and import Products, or otherwise as necessary or useful to perform its carry out Licensor’s obligations or exercise its Licensor’s rights under the Operative Documents. Notwithstanding the foregoing, Licensor shall only exercise its sublicense rights as sublicensee hereunder in connection with and for the purpose of carrying out Licensor’s obligations or exercising Licensor’s rights under the Operative Documents. In the event of the expiration of a Discontinuation Option without exercise by Licensor, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to the Products relating to the Program to which such Discontinuation Option pertained. Upon the unexercised expiration or termination of the Purchase Option without Licensor’s exercise of the Purchase Option, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to all Products relating to the Program(s) for which Licensor has not exercised the Discontinuation Option.

Sublicense to Licensor. Holdings Symphony Allegro hereby grants to Licensor a fully paid, worldwide, exclusive (even as to HoldingsSymphony Allegro) sublicense under the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Intellectual Property, with the right to grant further sublicense(s), solely to the extent required for Licensor develop, use and import Products, or otherwise as necessary or useful to perform its carry out Licensor’s obligations or exercise its Licensor’s rights under the Operative Documents, including, without limitation, pursuant to Section 4.3 of the Amended and Restated Research and Development Agreement. Notwithstanding the foregoing, Licensor shall only exercise its sublicense rights as sublicensee hereunder in connection with and for the purpose of carrying out Licensor’s obligations or exercising Licensor’s rights under the Operative Documents, including, without limitation, pursuant to Section 4.3 of the Amended and Restated Research and Development Agreement. In the event of the expiration of a Discontinuation Option without exercise by Licensor, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to the Products relating to the Program to which such Discontinuation Option pertained. Upon the unexercised expiration or termination of the Purchase Option without exercise by Licensor’s exercise of the Purchase Option, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to all Products relating to the Program(s) for which Licensor has not exercised the Discontinuation Option.

Sublicense to Licensor. Holdings Symphony Evolution hereby grants to Licensor a fully paid, worldwide, exclusive (even as to HoldingsSymphony Evolution) sublicense under the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Intellectual Property, with the right to grant further sublicense(s), solely to the extent required for Licensor develop, make, have made, use and import XL647, XL784, XL999 and Products, or otherwise as necessary or useful to perform its carry out Licensor’s obligations or exercise its Licensor’s rights under the Operative Documents. Notwithstanding the foregoing, Licensor shall only exercise its sublicense rights as sublicensee hereunder in connection with and for the purpose of carrying out Licensor’s obligations or exercising Licensor’s rights under the Operative Documents. In the event of the expiration of a Discontinuation Option without exercise by Licensor, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to the compounds and Products relating to the Program to which such Discontinuation Option pertained. Upon the unexercised expiration or termination of the Purchase Option Term without Licensor’s exercise of the Purchase Option, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to all compounds and Products relating to the Program(s) for which Licensor has not exercised the Program Option or Discontinuation Option.

Sublicense to Licensor. Holdings The Symphony Collaboration hereby grants to Licensor a fully paid, worldwide, exclusive (even as to Holdingsthe Symphony Collaboration) sublicense under the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Intellectual Property, with the right to grant further sublicense(s), solely to the extent required for Licensor to perform its obligations or exercise its rights under the Operative Documents. Notwithstanding the foregoing, Licensor shall only exercise its rights as sublicensee hereunder in connection with and for the purpose of carrying out Licensor’s obligations or exercising Licensor’s rights under the Operative Documents. In the event of the expiration of a Discontinuation Option without exercise by Licensor, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to the Products relating to the Program to which such Discontinuation Option pertained. Upon the unexercised expiration or termination of the Purchase Option without Licensor’s exercise of the Purchase Option, the sublicense set forth in this Section 2.2 2.3 shall expire with respect to all Products relating to the Program(s) for which Licensor has not exercised the Discontinuation Option.