Common use of Sublicenses Clause in Contracts

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination Merck shall have the right to sublicense ([…***…]) any or all of this CCPS Agreement will not automatically terminate any sublicense the licenses granted by Celgene pursuant to Section 10.3 for Commercialization rights Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a non-Affiliated SublicenseeThird Party that encompasses material Commercialization of Program Nanobody(ies), provided Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (ito the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) such Sublicensee in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not then an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (a) in material breach of any provision of this CCPS Agreement or (b) in material breach not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the applicable sublicense agreement or otherwise in breach of such sublicense agreement relevant activities by the sublicensee in a manner that would give rise be reasonably expected to a right result in their timely and successful completion of termination on such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the part performance of Celgenesuch activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) power or remedy, or proceed against such sublicensee for Celgene’s failure to fulfill its payment obligations any obligation or performance hereunder, such Sublicensee agrees prior to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely proceeding directly against Merck with respect to the Bluebird Licensed IP, prior to termination sublicense. Merck shall ensure compliance with the applicable terms of this CCPS Agreement (to the extent applicable to sublicensees) by its sublicensee, including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the Bluebird Licensed IP)foregoing, (iv) such Sublicensee will pay to Bluebird all amounts the extent that Celgene would have been Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to pay assign rights to Bluebird hereunder any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) the terms and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope conditions of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this , including Section 17.4(b)7.1.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill NewLink and its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Affiliates shall have the right to step into grant sublicenses to third parties (each, a “Sublicensee”) under the role LIMR Technology and Patent Rights (with the further rights to sublicense) for all purposes including to research, develop, make, have made, use and sell the Licensed Products. Such sublicenses shall be in writing and expressly subject to the terms of Celgene as sublicensor this Agreement, and shall not grant rights under the Patent Rights that exceed the scope of the rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the Patent Rights or LIMR Technology or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. Upon termination of this Agreement in compliance with the notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effectand be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and he applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, agreement which obligation accrued prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation], the subsublicensee may sell all Licensed Products in its inventory and [complete Licensed Products in the process of manufacture at the time of such termination of this CCPS Agreement solely with respect and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the Bluebird Licensed IP), sublicensor thereunder and provides one or more accountings of all such sales to LIMR (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicenseewithin thirty (30) days of LIMR’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) request therefore and (vii) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed thirty days after the CCPS Agreement Effective Date that relates solely last such sale, such accountings to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)be certified as true, complete and correct by such sublicensee’s chief financial officer.

Sublicenses. A termination Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this CCPS Agreement will Section 3.1.5 shall not automatically terminate be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Celgene Genocea pursuant to this Section 10.3 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for Commercialization rights the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. effective date of such termination, automatically become a direct licensee of Isconova with respect to a non-Affiliated and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, provided as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise are greater than those owed to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued Genocea hereunder as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)preceding sentence.

Sublicenses. A termination Dermira and its Affiliates shall have the right to grant sublicenses (through multiple tiers) to third parties (each such third party, a “Sublicensee”) of this CCPS Agreement will not automatically terminate any sublicense the rights licensed under Sections 2.1 and 2.2. Sublicenses of the rights granted to Dermira and its Affiliates under Section 2.2 may only be granted to a third party to which Dermira, an Affiliate of Dermira or a Sublicensee grants the right to research, develop or commercialize products in the Field using Xxxxxxx Data. However, notwithstanding the grant of sublicenses by Celgene pursuant Dermira and/or its Affiliates hereunder, Dermira shall remain obligated to pay all milestone payments under Section 10.3 for Commercialization rights 4.1 that become due as a result of activities by Affiliates of Dermira or Sublicensees, and all royalties due to Licensor with respect to Net Sales of Licensed Products by Affiliates of Dermira and Sublicensees. Any sublicense agreement, whether by Dermira or an Affiliate of Dermira or a non-Affiliated Sublicensee, provided that shall not be inconsistent with the terms of this Agreement nor exceed the scope of the license granted to Dermira under this Agreement and shall include (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach an obligation of the applicable sublicense agreement or otherwise Sublicensee to indemnify Licensor and its Affiliates as provided in breach of such sublicense agreement Section 11.1 and Xxxxxxx and its Affiliates as provided in a manner that would give rise the Xxxxxxx Side Letter, subject to a right of termination on conditions and procedures substantially equivalent to those contained in Section 11.2 and the part of CelgeneXxxxxxx Side Letter, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment confidentiality obligations hereunderof the Sublicensee no less protective of the Xxxxxxx Data than those contained in Article 9, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role an express statement that Xxxxxxx and its Affiliates are intended third party beneficiaries of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under agreement. Dermira shall promptly thereafter provide Licensor a true and correct copy of each such sublicense, solely provided that Dermira or the Sublicensee may redact confidential provisions of the sublicense agreement that are not reasonably required for Licensor to confirm compliance with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including but not the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date identity of the termination of this CCPS Agreement solely with respect to Sublicensee). Licensor agrees that the Bluebird Licensed IP), obligations in (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause and (iii) above) above and (v) the survival obligation to provide copies of such sublicenses shall not apply to sublicense will agreements entered into by Dermira or its Affiliates or a Sublicensee with contract research organizations, contract manufacturing organizations and similar third parties performing services for the benefit of Dermira or its Affiliates or a Sublicensee which sublicense does not result in an imposition of include any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely right to the Bluebird commercialize Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Product.

Sublicenses. A termination AstraZeneca shall have the right to grant sublicenses, through multiple tiers of sublicenses, under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this CCPS Agreement will not automatically terminate Agreement, and any Person to which a Sublicensee grants a further sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to shall also be a non-Affiliated Sublicensee; provided, provided however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement Person to provide contract research or (b) in material breach of the applicable sublicense agreement development services or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgenecontract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will not have the right to step into distribute, market or sell the role Licensed Products shall not be a “Sublicensee” for purposes of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Datethis Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights that Celgene had and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such sublicense, solely with respect Affiliates and Sublicensees to the Bluebird Licensed IPsame extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, prior Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to termination Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this CCPS Agreement (including the right to receive any payments to Celgene if such action or failure were committed by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)AstraZeneca.

Sublicenses. A KHK (or its Affiliates) shall be permitted to sublicense the rights granted to it hereunder, subject to the prior written consent of Syndax, which shall not be unreasonably withheld, conditioned or delayed. KHK, however, acknowledges that any of its sublicenses under the Syndax Patents licensed to Syndax from Bayer will require the prior written consent of Bayer, which shall not be unreasonably refused and which Syndax will use Commercially Reasonable Efforts to obtain, but Syndax shall not be liable to KHK if Bayer fails to provide such consent. KHK and the applicable Sublicensee shall document each such sublicense in writing, and the terms of the written sublicense shall be consistent with this Agreement. Without limiting the generality of the foregoing, each such written sublicense shall (a) require the applicable Sublicensee to comply with the terms of this Agreement; (b) require that, upon a termination of such sublicense, the Sublicensee must assign to KHK, and provide to KHK full copies of, all Regulatory Approvals and INDs, NDAs and other similar regulatory filings that relate to Products and/or Compounds and are owned or Controlled by such Sublicensee, (such that KHK will be able to, pursuant to Section 13.5.3, assign to Syndax, and provide Syndax with full copies of, all such Regulatory Approvals and regulatory filings upon termination of this CCPS Agreement Agreement); and (c) explicitly state that such sublicense will not automatically immediately terminate any sublicense granted by Celgene pursuant to Section 10.3 upon termination of this Agreement. KHK shall be responsible for Commercialization rights its Sublicensee’s *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. actions and omissions with respect to this Agreement. Promptly after the execution of each written sublicense agreement, KHK shall provide to Syndax a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach true and complete copy of such sublicense agreement in a manner agreement; provided, however, that would give rise any financial or other information may be redacted to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant extent not applicable to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such the Sublicensee’s activities under compliance with this Agreement. Syndax shall be permitted to provide such redacted copy to Bayer in confidence. Notwithstanding the sublicenseforegoing, (iii) Bluebird will have the right KHK shall be permitted to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all to its Affiliates the rights that Celgene had under such sublicense, solely with respect granted to it hereunder without obtaining the Bluebird Licensed IP, prior to termination consent of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)Syndax.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill NewLink and its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Affiliates shall have the right to step into grant sublicenses to third parties (each, a “Sublicensee”) under the role LIMR Technology and Patent Rights (with the right to further sublicense) for all purposes including to research, develop, make, have made, use, sell, offer for sale, and import the Licensed Products. Such sublicenses shall be in writing and expressly subject to the terms of Celgene as sublicensor this Agreement, and shall not grant rights under the Patent Rights that exceed the scope of the rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the Patent Rights or LIMR Technology or the royalties, revenue or consideration thereunder or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. If LIMR has requested copies of the Agreement, New Link shall automatically provide copies of any amendments in existence at the time of the request and subsequently at the time such amendments are entered into. Upon termination of this Agreement in compliance with the notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effect and be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and the applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, agreement which obligation accrued prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation, the subsublicensee may sell all Licensed Products in its inventory and complete Licensed Products in the process of manufacture at the time of such termination of this CCPS Agreement solely with respect and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the Bluebird Licensed IP), sublicensor thereunder and provides one or more accountings of all such sales to LIMR (iv1) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicenseewithin thirty (30) days of LIMR’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) request therefore and (vii) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed thirty (30) days after the CCPS Agreement Effective Date that relates solely last such sale, such accountings to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)be certified as true, complete and correct by such sublicensee’s chief financial officer.

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b).

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this CCPS License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Original License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS Original License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b).

Sublicenses. A Mallinckrodt shall have the right to grant sublicenses, through multiple tiers of sublicenses, under the licenses granted in Section 4.1 to Sublicensees; provided that any such sublicenses shall (a) be in writing, (b) be consistent with the terms and conditions of this Agreement, and (c) require the applicable Sublicensee to comply with all applicable terms of this Agreement. Mallinckrodt shall be responsible for the performance of any Sublicensee as if such Sublicensee was “Mallinckrodt” hereunder. Each sublicense granted by Mallinckrodt to any rights licensed or granted will terminate immediately upon the termination of the license from Silence to Mallinckrodt with respect to such rights; provided, however, that with respect to any such Sublicensee that has rights to Commercialize a Licensed Product, then, unless such Sublicensee caused a breach of this Agreement that resulted in its termination, effective upon termination of this CCPS Agreement Agreement, Silence will not automatically terminate any grant such Sublicensee such rights under the Silence Background IP, Silence Research IP, and Silence’s interest in the Joint Research IP consistent with the scope of the sublicense under such rights granted by Celgene pursuant Mallinckrodt to Section 10.3 for Commercialization rights with respect such Sublicensee to enable such Sublicensee to wind-down such activities in a non-Affiliated commercially reasonable manner and, upon the written request of such Sublicensee, provided that (i) will consider in good faith assuming such Sublicensee’s agreement with Mallinckrodt or entering into a license agreement with such Sublicensee is not then (a) under terms and conditions that are substantially similar, in all material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise respects, to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result those of such Sublicensee’s activities under the sublicenseagreement with Mallinckrodt, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by extent such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that terms are not included within the scope of the subject matter of this CCPS Agreement. Celgene will include in any sublicense Agreement and provided that Silence’s obligations under such agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges would not be greater than its obligations to Bluebird under this Section 17.4(b)Agreement.

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this CCPS License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b).

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination CYBERKINETICS shall have the right to grant sublicenses consistent with its diligence obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to entering into any sublicense agreement and will provide EMORY with copies of all sublicense agreements within ninety (90) days of their execution date. CYBERKINETICS understands that flipping the Licensed Technology in the form of a sublicense without adding value (i.e. without itself having first undertaken further development activity or requiring that its Sublicensee undertake further development activities) to the Licensed Technology is prohibited and EMORY retains the right to disapprove such sublicensing activities. CYBERKINETICS shall remain responsible to EMORY for the payment of all fees and royalties due under this CCPS Agreement will Agreement, whether or not automatically terminate such payments are made to CYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall include in any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect this Agreement a provision requiring the Sublicensee to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of abide by the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneconfidentiality obligations herein, (ii) if Bluebird terminates this CCPS Agreement indemnify EMORY and (iii) maintain liability insurance coverage to the same extent that CYBERKINETICS is so required pursuant to Section 17.2(a) Article 10.3 of this Agreement. CYBERKINETICS shall not grant any rights to any Sublicensee, which are *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a Sublicensee, which would be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed to be a breach by such Sublicensee of its sublicense agreement. If this Agreement terminates for Celgene’s failure any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of EMORY with respect to fulfill its payment obligations hereunderthe rights originally sublicensed to it by CYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, comply with all of the terms of this Agreement and assumes the responsibilities of CYBERKINETICS hereunder to the extent applicable from the rights that Celgene had under such sublicense, solely with respect originally sublicensed to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene it by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)CYBERKINETICS.

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this CCPS License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b).

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this CCPS License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b).. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. License Agreement

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this CCPS License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b).

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this CCPS License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b). Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Sublicenses. A termination 2.3.1 The rights and licenses granted to ViroPharma under Section 2.2 shall include the right to grant sublicenses (or further rights of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicenseereference), provided that (i) such Sublicensee is not then (a) in material breach any sublicense of any provision of this CCPS Agreement all or (b) in material breach substantially all of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise rights licensed to ViroPharma hereunder to a right Third Party shall require the prior written approval of termination on the part of CelgeneSanquin which may be granted or withheld in Sanquin’s sole discretion, and (ii) if Bluebird terminates this CCPS Agreement pursuant any sublicense of all or substantially all of the rights licensed to Section 17.2(a) ViroPharma hereunder to a Third Party for Celgene’s failure to fulfill its payment obligations hereundera particular country or countries within the ViroPharma Territory shall require the prior written approval of Sanquin, such Sublicensee agrees approval not to and be unreasonably withheld. If Sanquin does pay not respond to Bluebird all outstanding amounts that accrued as a result ViroPharma’s request for Sanquin’s consent of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect contemplated by Section 2.3.1(ii) to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and a Third Party within *** Business Days after the date of receipt of ViroPharma’s request, then such consent shall be deemed given by Sanquin. ViroPharma’s obligations hereunder shall not be affected by the termination sublicense of this CCPS Agreement solely any or all of its rights hereunder. ViroPharma shall provide to Sanquin a written notice setting forth in reasonable detail the nature of such sublicense and the identity of the Sublicensee. Immediately upon entering into a sublicense agreement (with the prior written approval of Sanquin), ViroPharma shall provide to Sanquin a copy of such executed sublicense agreement. Any material amendment to such agreement shall require the prior written approval of Sanquin, it being understood that with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received a sublicense agreement contemplated by Bluebird in clause (iiiSection 2.3.1(ii) above) and (v) the survival , Sanquin’s approval of any amendment thereof shall be deemed given if Sanquin does not respond to ViroPharma’s request for Sanquin’s approval of such sublicense will not result in an imposition amendment within *** Business Days after the date of receipt of ViroPharma’s request. ViroPharma guarantees the performance of its permitted Sublicensees and the grant of any additional such sublicenses shall not relieve ViroPharma of its obligations on under this Agreement. Any such sublicense agreements shall be consistent with and subject to the part of Bluebird that are not included within the scope terms and conditions of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination CYBERKINETICS shall have the right to grant sublicenses consistent with its diligence obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to entering into any sublicense agreement and will provide EMORY with copies of all sublicense agreements within ninety (90) days of their execution date. CYBERKINETICS understands that flipping the Licensed Technology in the form of a sublicense without adding value (i.e. without itself having first undertaken further development activity or requiring that its Sublicensee undertake further development activities) to the Licensed Technology is prohibited and EMORY retains the right to disapprove such sublicensing activities. CYBERKINETICS shall remain responsible to EMORY for the payment of all fees and royalties due under this CCPS Agreement will Agreement, whether or not automatically terminate such payments are made to CYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall include in any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect this Agreement a provision requiring the Sublicensee to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of abide by the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneconfidentiality obligations herein, (ii) if Bluebird terminates this CCPS Agreement indemnify EMORY and (iii) maintain liability insurance coverage to the same extent that CYBERKINETICS is so required pursuant to Section 17.2(a) Article 10.3 of this Agreement. CYBERKINETICS shall not grant any rights to any Sublicensee, which are *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a Sublicensee, which would be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed to be a breach by such Sublicensee of its sublicense agreement. If this Agreement terminates for Celgene’s failure any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of EMORY with respect to fulfill its payment obligations hereunderthe rights originally sublicensed to it by CYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, comply with all of the terms of this Agreement and assumes the responsibilities of CYBERKINETICS hereunder to the extent applicable from the rights that Celgene had under such sublicense, solely with respect originally sublicensed to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene it by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)CYBERKINETICS.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b).

Sublicenses. A termination of this CCPS License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 10.3 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this CCPS License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS License Agreement pursuant to Section 17.2(a10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this CCPS License Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS License Agreement. Celgene will include in any sublicense agreement executed after the CCPS License Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b10.4(b). License Agreement CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant 3.1 The Regents also grants to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have Licensee the right to step into sublicense to Third Parties (including to Joint Ventures) the role of Celgene as sublicensor under any such sublicense executed after rights granted to the CCPS Agreement Effective DateLicensee hereunder, with all the rights that Celgene had under such right to further sublicense, solely as long as the Licensee has current rights thereto under this Agreement and provided that the Licensee shall remain responsible for its obligations hereunder notwithstanding the granting of a sublicense. Each Sublicensee must be subject to a written sublicense agreement, which must be consistent with and subject to the terms of this Agreement with respect to the Bluebird Licensed IPobligations of Sublicensees and the rights of The Regents (and, prior if applicable, the United States Government and other sponsors). Also, for the avoidance of doubt, the Licensee may extend its rights and obligations hereunder to termination Affiliates without a sublicense arrangement as set forth in section 2.1, provided that the Licensee shall guarantee the performance and compliance with the terms of this CCPS Agreement of any of its Affiliates. The Licensee will notify The Regents of each sublicense granted hereunder and will provide The Regents with a complete copy of each sublicense (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date along with a summary of the termination material terms of this CCPS Agreement solely with respect each such sublicense) and each amendment to such sublicense within […*…] ([…*…]) days of issuance of such sublicense or such amendment (all of which shall constitute the Bluebird Licensed IPProprietary Information of the Licensee). Notwithstanding the granting of a sublicense, (iv) such Sublicensee the Licensee will pay continue to Bluebird all amounts that Celgene would have been be obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less The Regents all fees, payments, royalties and the cash equivalent of any amounts received consideration due The Regents hereunder. For clarity, if the Licensee grants a sublicense that contains a provision for payment of royalties by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result any Sublicensee in an imposition amount that is less than the Sublicensee Royalty required to be paid under Paragraph 7.2 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 7.1.2. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with the provisions herein and the Licensee will collect and deliver all such reports due The Regents from Sublicensees (all of which shall constitute the Proprietary Information of the Licensee). Licensee will also provide to The Regents a yearly reporting of any additional obligations on the part further sublicensing of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges Patent Rights by its obligations to Bluebird under this Section 17.4(b)Sublicensees, Affiliates and Joint Ventures.

Sublicenses. A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant Licensee has the right hereunder to Section 10.3 for Commercialization rights with respect grant sublicenses to a non-Affiliated Sublicenseethird parties, provided that sublicensees shall not have the right to grant further sublicenses, and the sublicenses may be of no greater scope or terms than the licenses under SECTIONS 2.1-2.3 above. Licensee shall furnish Licensor within thirty (30) days of the execution thereof a true and complete copy of each sublicense and any changes or additions thereto. Any sublicenses granted by Licensee shall survive termination of the licenses granted to Licensee under SECTIONS 2.1-2.3 of this Agreement, provided that the following conditions are met as of the date of such termination: (a) the written agreement between Licensee and sublicensee pursuant to which the sublicense was granted (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement obligates the sublicensee to thereafter render to Licensor all sublicense royalties or (b) in material breach of other sublicense-related consideration that the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that sublicensee would give rise have owed to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities Licensee under the sublicense, (ii) names Licensor as a third party beneficiary, (iii) Bluebird will have affirms that Licensee shall remain responsible for all obligations to sublicensee, unless Licensor (at its discretion) elects to assume such obligations; and (iv) the right to step into sublicensee under the role sublicense agreement is not directly or indirectly an Affiliate of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all Licensee at the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date time of the termination of this CCPS Agreement solely with respect or for a period of three (3) years after the termination of this Agreement, and if the sublicensee is or becomes an Affiliate of Licensee during such time, then the Licensor will have the right in its sole discretion to terminate the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) sublicense agreement; and (vb) Licensee informs the survival sublicensee in writing (with a copy to Licensor) that the sublicensee's obligations pursuant to subsection (a) are in effect as a result of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this CCPS Agreement. Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 17.4(b)termination.