Common use of Sublicense Clause in Contracts

Sublicense. Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s further sublicense of the rights delivered hereunder without JHU’s prior written approval, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless JHU has approved the sublicense in writing.

Sublicense. Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s ’S further sublicense of the rights delivered hereunder without JHU’s prior written approvalexcept that such prohibition shall not preclude SUBLICENSEE’S right to use third parties to manufacture or distribute devices on behalf of SUBLICENSEE, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless even though JHU has approved the sublicense in writing.

Sublicense. Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s ’S further sublicense of the rights delivered hereunder without JHU’s prior written approval, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless JHU has approved the sublicense in writing.

Sublicense. Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreementagreement or form thereof as applicable. Such approval shall not be unreasonably withheld, delayed or conditioned. As a condition to its validity and enforceability, each sublicense agreement with a SUBLICENSEE shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s further sublicense of the rights delivered hereunder without JHU’s prior written approvalhereunder, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each proposed sublicense agreementagreement with a SUBLICENSEE, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless even though JHU has approved the sublicense in writing.

Sublicense. Company may sublicense to others third parties under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject with prior written notice to JHU’s prior written approval , and shall provide an unredacted copy of the each such sublicense agreement. Such approval shall not be unreasonably withheldagreement to JHU promptly after it is executed. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this AgreementAgreement (including, without limitation, the [***] of rights in accordance with [***] (c) prohibit SUBLICENSEE’s further sublicense [***] of the rights delivered hereunder (without JHU’s the prior written approvalconsent of JHU [***]), (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, and (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” [***] into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless whether or not JHU has approved the sublicense in writing. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Sublicense. Company may sublicense the rights granted by JHU under Paragraph 2.1 to others under this AgreementAgreement and may extend the right to further sublicense the rights delivered hereunder to its SUBLICENSEE(S), subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreementagreement(s). Such approval shall not be unreasonably withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s further sublicense of the rights delivered hereunder without JHU’s prior written approval, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, and (ed) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company and its SUBLICENSEE(S) shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU. Upon receipt of a sublicense agreement from Company, unless JHU has approved shall have [ * ] days to indicate whether or not JHU approves such sublicense agreement in accordance with this Paragraph 2.2. JHU’s failure to provide timely notice in this regard shall be considered approval of the applicable sublicense in writingagreement.

Sublicense. Company COMPANY may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheldParagraph. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s 'S further sublicense of the rights delivered hereunder without JHU’s prior written approvalhereunder, (d) name JHU LICENSORS as an intended third party beneficiary beneficiaries of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU LICENSORS or its their Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “"Representations by JHU”LICENSORS", 7.1 “"Indemnification”", 10.1 “"Use of Name”", 10.4 “"Product Liability” " into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, . JHU shall have the right to review all such sublicenses prior to execution for period of ten (f10) bear signature from JHU indicating JHU’s review and approval days (the "Review Period") of receipt of the sublicense agreementfrom COMPANY to confirm that the sublicense contains the provisions referenced above. Company Notwithstanding the foregoing, although COMPANY will not enter into any Sublicense prior to the expiration of the Review Period, COMPANY's right to grant sublicenses under the PATENT RIGHTS shall not be contingent upon COMPANY's receipt of JHU's prior approval. COMPANY agrees to provide to JHU with a copy of each proposed executed sublicense agreement, executed by both Company agreement promptly upon its execution (and proposed SUBLICENSEE, for review, approval and signature by JHUin any event within ten (10) days thereafter). To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless JHU has approved the sublicense in writingLICENSORS.

Sublicense. Company may sublicense sublicense, through multiple tiers, to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s 's prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s 's further sublicense of the rights delivered hereunder without JHU’s prior written approvalhereunder, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “"Representations by JHU”", 7.1 “"Indemnification”", 10.1 “"Use of Name”", 10.4 “"Product Liability” " into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s 's review and approval of the sublicense agreementagreement which shall not be unreasonable withheld. Company shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHUSUBLICENSEE to confirm that such Sub-license includes the provisions of 2.2 (a)-(f). To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with Section 2.2 (a)-(f) of this Agreement, those terms, conditions and limitations are null and void against JHU, unless even though JHU has approved the sublicense in writing. JHU shall provide Company within 20 business days of JHTT's receipt of such Sub-license a written explanation if any such terms and conditions are not consistent with this Agreement in order to allow Company to cure such deficiency.

Sublicense. Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreement. Such approval shall not be unreasonably delayed or withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (cb) prohibit SUBLICENSEE’s further sublicense of the rights delivered hereunder without JHU’s prior written approvalhereunder, (dc) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (ed) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (fe) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless even though JHU has approved the sublicense in writing.

Sublicense. Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph 2.2 and subject to JHU’s prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit SUBLICENSEE’s further sublicense of the rights delivered hereunder without JHU’s prior written approvalhereunder, (d) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear the signature from JHU indicating JHU’s review and approval of the sublicense agreement. Company shall provide to JHU each proposed sublicense agreement, executed by both Company and proposed SUBLICENSEE, for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU, unless even though JHU has approved the sublicense in writing.. CONFIDENTIAL DRAFT