Common use of Sublicense Under Roche Third Party Agreements Clause in Contracts

Sublicense Under Roche Third Party Agreements. Roche hereby grants to GBT an exclusive (even as to Roche) sub-license of the rights licensed to Roche under the Genmab Agreement and [***] solely to develop, have developed, commercialize, have commercialized, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Compound and Product in the Field in the Territory. The sublicense granted under this Section 2.3 shall be subject to the rights and obligations and undertakings of Roche, as applicable, under the Genmab Agreement and [***] (a copy of which, including all amendments, with reasonable redactions that are not related to the rights granted hereunder, the obligations of GBT with respect to such sublicense, or payment obligations pursuant to Section 10.7, is attached hereto as Appendix 2.3, and incorporated herein by reference). Roche shall act as the sole direct contact with Genmab and [***] in relation to the sub-license under this Section 2.3. GBT shall on a case-by-case basis * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission and upon Roche’s prior approval have the right to communicate directly with Genmab and [***] (as applicable) with respect to payments to Genmab and [***] (as applicable) which arise based upon the activities of GBT under this Agreement, and for which Roche is obligated to pay to Genmab or [***] pursuant to Section 10.7. GBT shall promptly notify Roche of any such communications between Genmab or [***] (as applicable) and GBT. Roche shall have the right to attend any meeting of GBT with Genmab or [***] (as applicable). Where there is an inconsistency between the rights granted to GBT by Roche under this Agreement and the rights Roche is entitled to grant to GBT pursuant to the terms of the Genmab Agreement and the [***] as disclosed in Appendix 2.3, the respective terms of the Genmab Agreement and the [***] shall govern over the terms of this Agreement. In the event of any such inconsistency, (i) Roche shall promptly notify GBT of such inconsistency upon learning thereof, (ii) the Parties will cooperate in good faith to resolve such inconsistency and (iii) such inconsistency shall not be interpreted as a material breach of this Agreement by either Party. GBT shall comply with the terms of the Genmab Agreement and [***] to the extent such terms are disclosed in Appendix 2.3 and are applicable to GBT as a sublicensee under such agreements. Roche shall not do (or fail to do) anything that constitutes a breach under the Genmab Agreement or [***] (as applicable) entitling Genmab or [***] (as applicable) to terminate or otherwise narrow the rights granted under the Genmab Agreement or [***] (as applicable) with respect to the Compound. Roche shall not terminate or amend the Genmab Agreement and [***] in a manner that adversely affects any sub-licenses hereunder, and shall maintain in effect the Genmab Agreement and [***] with respect to the Compound and/or the Product. Roche shall provide copies of any amendments to the Genmab Agreement and [***] (with reasonable redactions of provisions of such amendment that are not related to the rights granted hereunder, the obligations of GBT with respect to such sublicense or the payment obligations pursuant to Section 10.7) to GBT once executed, as well as copies of any termination notice with respect to the Compound and Product under the Genmab Agreement or [***]. If the Genmab Agreement or [***] nonetheless is terminated with respect to the Compound and Products (for any reason), Roche shall use commercially reasonable efforts to seek to reinstate or maintain GBT’s rights thereunder.

Sublicense Under Roche Third Party Agreements. Roche hereby grants to GBT an exclusive (even as to Roche) sub-license of the rights licensed to Roche under the Genmab Agreement [***] and [***] solely to develop, have developed, commercialize, have commercialized, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Compound and Product in the Field in the Territory. The sublicense granted under this Section 2.3 shall be subject to the rights and obligations and undertakings of Roche, as applicable, under the Genmab Agreement [***] and [***] (a copy of which, including all amendments, with reasonable redactions that are not related to the rights granted hereunder, the obligations of GBT with respect to such sublicense, or payment obligations pursuant to Section 10.7, is attached hereto as Appendix 2.3, and incorporated herein by reference). Roche shall act as the sole direct contact with Genmab [***] and [***] in relation to the sub-license under this Section 2.3. GBT shall on a case-by-case basis * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission and upon Roche’s prior approval have the right to communicate directly with Genmab [***] and [***] (as applicable) with respect to payments to Genmab [***] and [***] (as applicable) which arise based upon the activities of GBT under this Agreement, and for which Roche is obligated to pay to Genmab [***] or [***] pursuant to Section 10.7. GBT shall promptly notify Roche of any such communications between Genmab [***] or [***] (as applicable) and GBT. Roche shall have the right to attend any meeting of GBT with Genmab [***] or [***] (as applicable). * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission Where there is an inconsistency between the rights granted to GBT by Roche under this Agreement and the rights Roche is entitled to grant to GBT pursuant to the terms of the Genmab Agreement [***] and the [***] as disclosed in Appendix 2.3, the respective terms of the Genmab Agreement [***] and the [***] shall govern over the terms of this Agreement. In the event of any such inconsistency, (i) Roche shall promptly notify GBT of such inconsistency upon learning thereof, (ii) the Parties will cooperate in good faith to resolve such inconsistency and (iii) such inconsistency shall not be interpreted as a material breach of this Agreement by either Party. GBT shall comply with the terms of the Genmab Agreement [***] and [***] to the extent such terms are disclosed in Appendix 2.3 and are applicable to GBT as a sublicensee under such agreements. Roche shall not do (or fail to do) anything that constitutes a breach under the Genmab Agreement [***] or [***] (as applicable) entitling Genmab [***] or [***] (as applicable) to terminate or otherwise narrow the rights granted under the Genmab Agreement [***] or [***] (as applicable) with respect to the Compound. Roche shall not terminate or amend the Genmab Agreement [***] and [***] in a manner that adversely affects any sub-licenses hereunder, and shall maintain in effect the Genmab Agreement [***] and [***] with respect to the Compound and/or the Product. Roche shall provide copies of any amendments to the Genmab Agreement [***] and [***] (with reasonable redactions of provisions of such amendment that are not related to the rights granted hereunder, the obligations of GBT with respect to such sublicense or the payment obligations pursuant to Section 10.7) to GBT once executed, as well as copies of any termination notice with respect to the Compound and Product under the Genmab Agreement [***] or [***]. If the Genmab Agreement [***] or [***] nonetheless is terminated with respect to the Compound and Products (for any reason), Roche shall use commercially reasonable efforts to seek to reinstate or maintain GBT’s rights thereunder.