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 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) Erasca shall be entitled, without the prior consent of Katmai, to grant one or more sublicenses, in material breach of full or in part, by a written agreement to Erasca’s Affiliates and to Third Parties ([***]), provided, however, that: (a) any provision such permitted sublicense shall be consistent with and subject to the terms and conditions of this CCPS Agreement or Agreement; (b) in material breach of the applicable sublicense agreement or otherwise in breach a copy 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, with any such Sublicensee agrees shall be delivered to Katmai within [***] ([***]) days of its execution and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Katmai shall have the right to step into disclose such sublicense to the role UC; (c) Erasca will continue to be responsible for full performance of Celgene Erasca’s obligations under the Agreement and will be responsible for all actions of such Sublicensee as sublicensor under if such Sublicensee were Erasca hereunder; and (d) any such sublicense executed after Sublicensee shall agree in writing to be bound by terms consistent with the CCPS Agreement Effective Date, with all obligations of Erasca hereunder that are relevant to the rights that Celgene had sublicensed to Erasca to Sublicensee under such sublicensesublicense agreement, solely including with respect respect[***]. For clarity, and subject to the Bluebird Licensed IPprovisions of the UC License Agreement, prior a sublicense granted to termination an Affiliate of Erasca, or to independent contractors acting on behalf of Erasca or its Sublicensees[***],. (b) If this CCPS Agreement is terminated for any reason, at the request of any Sublicensee (including and subject to any necessary approval of UC required under the right UC License Agreement), the sublicense granted to receive any payments to Celgene by such Sublicensee shall continue in full force and effect, provided that accrue from such Sublicensee neither is in default of its obligations under the relevant sublicense nor has caused Katmai to be in default of its obligations under the UC License Agreement, and after will be assigned by Erasca to Katmai. Prior to any such assignment such Sublicensee shall furnish to Katmai written acknowledgment of its direct obligation to Katmai and contact information for purposes of notices under such sublicense agreement. The assigned sublicenses will remain in full force and effect with Katmai as the date licensor or sublicensor instead of Erasca, but the termination duties of Katmai under the assigned sublicenses will not be greater than the duties of Katmai under this CCPS Agreement solely Agreement, and the rights of Katmai under the assigned sublicenses will not be less than the rights of Katmai under this Agreement, including all financial consideration and other rights of Katmai. Upon request by Katmai each such Sublicensee shall negotiate in good faith with respect Katmai any reasonable amendments to the Bluebird Licensed IP), (iv) such Sublicensee will pay relevant sublicense as necessary 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 conform 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 to 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 (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 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 termination of 3.1 Subject to the terms and conditions set forth in 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 SublicenseeAgreement, 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 Licensee 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 or develop, make, use and Sell Licensed Products in the role Territory and in the Field of Celgene Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the Bluebird written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed IPProducts. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, prior unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this CCPS Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (including or potential Sublicensees) to discuss what assurances ATCC might give to the right to receive any payments to Celgene by such Sublicensee Sublicensees that accrue from and after the date of the subject Sublicensees shall not be terminated upon termination of this CCPS Agreement solely Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with respect Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of 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)sublicense.

Sublicenses. A 5.1 Licensee is solely responsible for ensuring that the terms of the Bioamber Sublicense and of all Sublicenses are consistent with the terms of this Agreement. Licensee agrees that entering into a Bioamber Sublicense or a Sublicense that includes terms that are inconsistent with the terms of this Agreement is a material breach of this Agreement. Licensee agrees that approving the Bioamber Sublicense or a Sublicense that includes terms or conditions that are inconsistent with the terms and conditions of this Agreement is a material breach of this Agreement. 5.2 Effective on the date of termination of this CCPS Agreement will not automatically terminate Agreement, for 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 IPreason, prior to the end of the Term, Licensee hereby assigns to Licensors those of its rights, title and interest under the Bioamber Sublicense that is in effect on the date of termination of this CCPS Agreement (that relate to the Licensed Patents, including the right to receive the portion of the income from Bioamber that relates to the Licensed Patents, and Licensors undertake to respect the terms of the Bioamber Sublicense entered into by Licensee as though Licensors themselves had contracted directly with Bioamber, in accordance with the terms of the Bioamber Sublicense so long as Bioamber respects the terms of the Bioamber Sublicense. Licensee shall include notification of this provision in the Bioamber Sublicense. 5.3 Effective on the date both the Bioamber Sublicense and this Agreement are terminated for any payments reason, prior to Celgene by the end of their respective terms (the “Joint Termination Date”), and that any Sublicensee is not then in default under the terms of the Sublicense to which it is a party, then Licensee hereby assigns and shall cause Bioamber to assign to Licensors those of their rights, title and interest under any such Sublicense, the Bioamber Sublicense and this Agreement that are in effect on the Joint Termination Date that relate to the Licensed Patents, including the right to receive the portion of the income from the Sublicense that relates to the Licensed Patents, and Licensors undertake to respect the terms of any such Sublicense as though Licensors themselves had contracted directly with such Sublicensee, in accordance with the terms of any such Sublicense so long as any such Sublicensee respects the terms of its Sublicense. Licensee shall cause Bioamber to include notification of this provision in all Sublicenses. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF 5.4 Licensee hereby agrees that accrue from each Sublicensee will have to be pre-approved in writing by Licensors, and after that such approval by Licensors may only be refused if the date proposed Sublicensee is a Restricted Entity. It is also agreed that Licensors may subsequently reject any possible application of the termination provisions of this CCPS Section 5.2 in the event that Bioamber or any Sublicensee become a Restricted Entity. 5.5 Licensee will provide a copy of the Bioamber Sublicense granted by Licensee, and a copy of each Sublicense granted by Bioamber, to Licensors within thirty (30) days of the execution of each sublicense. 5.6 Subject to Article 9, Licensee must enforce the Bioamber Sublicense and Sublicenses at its cost. The Licensee will be responsible for the acts or omissions of Bioamber and of Sublicensees. The Bioamber Sublicense granted by the Licensee and each Sublicense granted by Bioamber will include an audit right by Licensee of the same scope as provided to Licensors in Article 7 of this Agreement solely with respect and will include Licensee’s right to enforce the Bluebird Licensed IP)Patents as provided in Article 9. 5.7 Licensee will require Bioamber and Sublicensees (a) to keep records and submit reports to Licensee of the same type and for the same Accounting Periods as required of Licensee in Article 7 of this Agreement, (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 (vb) to submit to Licensee, at the survival same time Licensee is required to submit a written report under Article 7 of this Agreement to Licensors, a report of all uses and Licensed Products produced and the amount of payments made to Licensee in connection with such sublicense use uses and Licensed Products produced. 5.8 Bioamber will not result in an imposition of any additional obligations on grant to Sublicensees the part of Bluebird that are not included within right to grant sublicenses under 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)Patents.

Sublicenses. A termination The licenses and covenants granted in Sections 10.110.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to sublicense through multiple tiers), provided, that as a condition precedent to and requirement of this CCPS Agreement any such sublicense: (i) Celgene will not automatically terminate obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the licenses granted by Bluebird in Section 10.1 with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene pursuant in Section 10.2, or any other right to Section 10.3 for Commercialization rights license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will provide the licensor Party with a copy of any sublicense agreement with a non-Affiliated SublicenseeSublicensee within thirty (30) days of execution thereof, provided that (i) such Sublicensee is not then (a) in material breach of and to the extent permitted under any provision of this CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of Applicable Bluebird In-License, such sublicense agreement in a manner that would give rise may be redacted as necessary to a right protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations 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 as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to and does pay to Bluebird all outstanding amounts that accrued be bound by substantially identical obligations 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 licensee Party hereunder with respect to the Bluebird Licensed IP, prior to termination activities of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from hereunder (and after the date of the termination of this CCPS Agreement solely not with respect to the Bluebird Licensed IPactivities of any other), (iv) including any Know-How disclosure obligations such Sublicensee will pay licensee Party has to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any 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 obligations under such sublicense will not result in an imposition of any additional obligations on agreement that relate to compliance with 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 of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant Subject to Section 10.3 2.2, Braeburn may not grant sublicenses under the licenses granted under Section 2.1 without Camurus’ prior written consent, not to be unreasonably withheld, conditioned or delayed, except as follows. (a) Braeburn may grant sublicenses to the Camurus IP as required to make and have made the Product; (b) Braeburn may grant sublicenses or assign its rights to the Camurus IP to any of its Affiliates for Commercialization rights with respect so long as such entity remains an Affiliate of Braeburn; and (c) On a country-by-country and Product-by-Product basis following the filing of an NDA for that Product in the United States, Braeburn may grant one sublicense to the Camurus IP to a non-Affiliated SublicenseeThird Party (who may not grant further sublicenses) in each country in the Licensed Territory to use, provided develop, make and have made, sell, offer for sale, import, market and promote such Product in the Licensed Field without Camurus’ prior written approval; provided, that in each such case, (i) Braeburn shall be liable to Camurus as if Braeburn is exercising such Sublicensee is not then (a) in material breach of any provision of sublicensed rights itself under 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 CelgeneAgreement, (ii) if Bluebird terminates this CCPS Agreement pursuant the Sublicensee shall not be permitted to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereundergrant further sublicenses without Camurus’ prior written consent, such consent not to be 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. unreasonably withheld, conditioned or delayed, unless the Sublicensee agrees is an Affiliate of Braeburn, in which case the Sublicensee may sublicense any portion of its rights to another Affiliate of Braeburn without Camurus’ consent for so long as such entity remains an Affiliate of Braeburn, 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 Braeburn shall ensure that each Sublicensee is subject to a written sublicense agreement requiring the Sublicensee to comply with confidentiality, indemnity, reporting, audit rights, access to data and information (including to obtain rights to access and copy Development Data and regulatory filings from Sublicensees) as well as diligence obligations at least equal to those set forth in this Agreement. Braeburn shall promptly provide notice to Camurus of any sublicense granted pursuant to this Section 2.3. Any person or entity that receives a sublicense or is otherwise granted the right to step into promote and sell the role of Celgene Product 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 permitted hereunder with respect to such is a “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 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 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.

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 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).subject

Sublicenses. A 4.1 CHARAK grants to ROCKWELL the right to sublicense through one or more SUBLICENSEES its rights under Section 3.1 to THIRD PARTIES provided that: (a) ROCKWELL notifies CHARAK of each sublicense granted hereunder and provides CHARAK a full unredacted copy of each such sublicense agreement (which shall include any and all agreements signed with the SUBLICENSEE reflecting any consideration associated with the LICENSED PRODUCTS) within thirty (30) days of its execution; (b) Upon termination of this CCPS Agreement entire AGREEMENT for any reason, all sublicenses that are granted by ROCKWELL pursuant to this AGREEMENT and where the SUBLICENSEE is in compliance with its respective sublicense agreements of the date of such termination will remain in effect and shall be assigned to CHARAK, except that CHARAK will not automatically terminate be bound to perform any duties or obligations set forth in any such sublicenses that extend beyond the duties and obligations of CHARAK set forth in this AGREEMENT, and ROCKWELL shall cause the completion of assignment in favor of CHARAK if and as may be required by CHARAK on the aforesaid basis within thirty (30) days of demand by CHARAK; and (c) That any sublicense granted by Celgene pursuant to Section 10.3 ROCKWELL shall be contingent upon the TERM of this AGREEMENT and shall be consistent with (for Commercialization rights example with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) record keeping in material breach Article 7 and the definition 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) aboveNET SALES) and (v) the survival of such sublicense will shall not result in an imposition of any additional obligations on the part of Bluebird that are not included within exceed the scope of this CCPS Agreement. Celgene will include AGREEMENT in any sublicense agreement executed after the CCPS Agreement Effective Date that relates solely manner. For clarity, to the Bluebird Licensed IP a provision extent there is an inconsistency between any sublicense and this Agreement, this Agreement shall take precedence and control. 4.2 Notwithstanding the right to sublicense set forth in Section 4.1, ROCKWELL affirmatively covenants not directly or indirectly grant or purport to grant any sublicense to any THIRD PARTY in which said Sublicensee acknowledges its obligations ROCKWELL has an ownership or financial interest without full disclosure to Bluebird under this Section 17.4(b)CHARAK of the nature of such interests.

Sublicenses. A Any sublicense by COMPANY shall be to a Sublicensee that agrees in writing to be bound by substantially the same terms and conditions of this Agreement, excluding financial terms and conditions, or such sublicense shall be null and void. Sublicenses granted by COMPANY hereunder may be transferable, including by further sublicensing, delegatable or assignable. COMPANY will notify MAYO within [***] after the grant of any Sublicense and [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. provide MAYO with a copy of each sublicense agreement promptly after execution; provided such Sublicense may be redacted to delete any terms that are not material to compliance with this Agreement. COMPANY is responsible for the performance of all Sublicensees as if such performance were carried out by COMPANY itself, including the payment of any royalties or other payments provided for hereunder triggered by such Sublicense, regardless of whether the terms of any sublicense require that Sublicensee pay such amounts (such as in a fully paid-up license) to COMPANY or that such amounts be paid by the Sublicensee directly to MAYO. Each sublicense agreement shall name MAYO as a third party beneficiary; provided, MAYO may only exercise its rights as a third party beneficiary if COMPANY has failed to take steps to correct any breach by a Sublicensee identified by MAYO. COMPANY shall not grant any fully-paid up, royalty-free or exclusive sublicenses without MAYO’s prior written consent; provided, COMPANY and its Sublicensees may grant sublicenses, with MAYO’s consent, to third parties performing contract services on behalf of the COMPANY with regard to Licensed Products, e.g, pre-clinical toxicology, manufacturing, clinical trial conduct, etc. In the event of any termination of this CCPS Agreement will not automatically terminate Agreement, any sublicense granted by Celgene pursuant to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided 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 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 shall have the right to step into the role of Celgene as sublicensor under any such retain its sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Patent Rights, Know How and Licensed IPMaterials by providing notice to MAYO, prior and in such event any Sublicensee shall pay directly to termination of this CCPS Agreement (including the right MAYO any amounts that would be due to receive any payments to Celgene MAYO from COMPANY hereunder for activities conducted 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 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 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 a sublicense agreement contemplated by Section 2.3.1(ii) above, 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 amendment within *** Business Days after the Bluebird Licensed IP)date of receipt of ViroPharma’s request. ViroPharma guarantees the performance of its permitted Sublicensees and the grant of any such sublicenses shall not relieve ViroPharma of its obligations under this Agreement. Any such sublicense agreements shall be consistent with and subject to the terms and conditions of this Agreement. 2.3.2 Notwithstanding any provision to the contrary in this Agreement, (iv) if ViroPharma desires to utilize one or more Third Parties to perform certain tasks pursuant to ViroPharma’s clinical research program, ViroPharma, may, as part of such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect contract, grant to such SublicenseeThird Party a nonexclusive, nontransferable, nonsublicensable license or sublicense, as applicable, only to the extent and only for so long as such license or sublicense is necessary for such Third Party to perform such tasks under ViroPharma’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) clinical research program and (v) subject to the survival discussion of the granting of such sublicense will not result in an imposition of any additional obligations on (sub)license by the part of Bluebird that are not included Parties within the scope of this CCPS Agreementthe JSC. Celgene will include in ViroPharma guarantees the performance of any sublicense agreement executed after such sublicensees and the CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges grant of any such sublicenses shall not relieve ViroPharma of its obligations to Bluebird under this Section 17.4(b)Agreement.

Sublicenses. A 4.1 Upon termination of this CCPS Agreement Agreement, Chondrial will promptly notify its Affiliates extended rights under Section 2.1 and Sublicensees of such termination. Any rights previously granted by Chondrial under Section 2.1 will not be automatically terminate terminated, provided, however, that any sublicense granted by Celgene pursuant Sublicensee who desires to Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that continue its Sublicense advises WFUHS in writing within thirty (i30) such Sublicensee is not then (a) in material breach days following the effective date 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 (of its desire to continue the Sublicense, and includes a statement demonstrating its solvency and agreement to be bound to WFUHS on the same terms and conditions, including without limitation financial terms, as Sublicensee was bound to Chondrial under the right Sublicense. Failure of a Sublicensee to receive any payments to Celgene by timely provide such Sublicensee that accrue from and after the date of notice will automatically result in the termination of the Sublicense and all rights granted thereunder or hereunder. Upon receipt of such Sublicensee notice, WFUHS will have a period of thirty (30) days to provide its written consent for the continuation of the Sublicense, such consent will not be unreasonably withheld. 4.2 All terms and conditions applicable to Sublicensee hereunder will also apply to Sublicensee’s Sublicense. 4.3 All Sublicenses will contain appropriate provisions in accordance with the obligations of Chondrial to, and the rights of, WFUHS under this CCPS Agreement solely Agreement. Each Sublicense will be consistent with respect the terms and conditions of this Agreement. 4.4 Chondrial will provide notice to Licensors of any Sublicense granted that may be reasonably expected to result in payments to WFUHS under Section 3 hereof, and will provide a copy of all such Sublicenses within thirty (30) days after execution. Chondrial will promptly provide Licensors with true and accurate copies of all reports received from a Sublicensee related to the Bluebird Licensed IP)calculation of any consideration payable to WFUHS hereunder. 4.5 Chondrial agrees to use Commercially Reasonable Efforts to cause Sublicensees to perform their obligations as Sublicensees. To the extent Chondrial becomes aware of an act or omission by a Sublicensee that would be a breach of this Agreement if imputed to Chondrial and fails to use Commercially Reasonable Efforts to cause Sublicensee to cure or mitigate such breach, (iv) such Sublicensee then the act or omission will pay be deemed to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had be a breach by Chondrial of this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of Agreement. 4.6 No such sublicense will not result in an imposition or attempt to obtain a sublicensee shall relieve Chondrial of any additional its obligations on the part under Section 5 hereof to exercise its Commercially Reasonable Efforts, directly or through a sublicense, to discover, develop and market Products, nor relieve Chondrial 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 pay WFUHS any and all license fees, royalties and other payments due under this Section 17.4(b)the Agreement, including but not limited to under Sections 3 of the Agreement. Such sublicenses may be further sublicensed to multiple tiers of sublicensees. For clarity, each such sublicense is hereinafter referred to as a “Sublicense,” and each such Third Party sublicensee and its sublicensees as a “Sublicensee.”

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 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 (i) Subject to the terms and conditions of this CCPS Agreement will not automatically terminate any sublicense and the applicable Upstream Licenses, Biogen shall have the right to grant to its Affiliates or Third Parties (through one or more tiers) sublicenses under the licenses granted by Celgene pursuant Sangamo to Biogen under Section 10.3 2.1(a) (License Grants), provided that: (A) each sublicense agreement shall be consistent with the terms and conditions of this Agreement and the applicable terms and conditions of the Upstream Licenses that are set forth on Schedule 2.4 (Upstream License Provisions Applicable to Biogen) that are applicable to each Sublicensee as if it were Biogen; (B) Biogen shall remain responsible for Commercialization rights the performance of all of its Sublicensees to the same extent as if such activities were conducted by Biogen and for any payments due hereunder with respect to any activities of any Sublicensees; and (C) Biogen shall ensure that its Sublicensees comply with the terms and conditions of this Agreement and the terms and conditions of the applicable Upstream Licenses that are set forth on Schedule 2.4 (Upstream License Provisions Applicable to Biogen). In addition, within [*] days after the execution of any sublicense agreement with (1) a non-Affiliated SublicenseeThird Party (other than an agreement [*] unless such agreement [*] pursuant to which [*]), or (2) to the extent required under an Upstream License, an Affiliate, in each case ((1) and (2)), Biogen shall provide Sangamo with a true and complete copy of such sublicense agreement, 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 Biogen may redact certain terms of such sublicense agreement to the extent not pertinent to either Party’s rights or obligations under this Agreement or necessary to verify compliance with the requirements of this Agreement and any applicable Upstream Licenses. 27 [*] = Certain confidential information contained in a manner that would give rise this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a right Rule 24b-2 of termination on the part Securities Exchange Act of Celgene1934, as amended. (ii) if Bluebird terminates If Biogen cannot grant further sublicenses under a particular Upstream License, then at Biogen’s request in conjunction with Biogen’s granting of a sublicense under this CCPS Agreement Section 2.1(b) (Sublicenses), Sangamo shall grant a sublicense under such Upstream License directly to such sublicensee for no additional consideration to Sangamo (but subject to Section 2.1(b)(iii)) (Sublicenses) on terms that are consistent with such Upstream License, the sublicense granted by Biogen to such sublicensee and the terms of this Agreement. (iii) Biogen shall be solely responsible for paying any sublicense issuance and sublicense maintenance fees owed to Third Parties pursuant to the applicable Upstream Licenses that (A) are specifically attributable to the grant of a sublicense by Biogen (or further sublicenses by Sublicensees) or by Sangamo at Biogen’s request pursuant to Section 17.2(a2.1(b)(ii) (Sublicenses) and (B) are specifically identified on Schedule 2.4 (Upstream License Provisions Applicable to Biogen) or that Biogen otherwise agrees to pay. (iv) Upon termination of this Agreement for Celgene’s failure any reason and within [*] days after such termination, upon the request of any Sublicensee that (A) has been granted rights to fulfill Develop or Commercialize any Terminated Product in any Terminated Region, (B) is not [*], (C) is not, [*], (D) is not then in breach of its payment obligations hereundersublicense agreement with Biogen and (E) provides such request to Sangamo within [*] days after such termination, Sangamo will negotiate in good faith with such Sublicensee agrees to attempt to agree upon reasonable terms and does pay conditions pursuant to Bluebird all outstanding amounts that accrued which Sangamo and such Sublicensee would enter into a new license agreement pursuant to which Sangamo would grant such Third Party a direct license with the same license scope, territory and duration as a result of such Sublicensee’s activities under sublicense from Biogen (each a “New License Agreement”). Under such New License Agreement, Sangamo will not be bound by any grant of rights broader than, and will not be required to perform any obligation other than, those rights and obligations contained in this Agreement and all applicable rights of Sangamo set forth in this Agreement shall be included in such New License Agreement. Notwithstanding the sublicenseforegoing, (iii) Bluebird Sangamo 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 not be obligated to pay to Bluebird hereunder enter into a New License Agreement with respect to such any 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 (a) Licensee may grant written sublicenses of the license granted it under Section 2.1 (each, a “Sublicense Agreement”); provided, however, that no sublicense granted under this Agreement shall have rights greater than those of Licensee or be valid unless each sublicensee (each a “Sublicensee”) agrees in writing in a Sublicense Agreement: (i) to exercise its rights under the sublicense in accordance with the applicable terms of this Agreement; (ii) to maintain records that Licensee would be required to retain under this Agreement and to permit auditors of Licensor to inspect such records on the same basis as such records could be inspected if retained by Licensee; (iii) to observe all other applicable terms of this Agreement; (iv) that such Sublicense Agreement shall automatically terminate upon (A) any 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 (bB) a Bankruptcy Event affecting Licensee, unless otherwise consented to in material breach of writing by Licensor; (v) that Licensor shall be a third party beneficiary under 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 Sublicense 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 shall have the right to step into the role enforce any and all obligations of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had Licensee under such sublicenseSublicense Agreement; and (vi) that in the event of a Bankruptcy Event, solely if the Sublicense Agreement is rejected and the Sublicensee does not elect to treat the Sublicense Agreement as terminated, then the Sublicensee shall, at Licensor’s option, enter into a license agreement with respect to Licensor on substantially the Bluebird Licensed IP, prior to termination same terms and conditions as the applicable Sublicense Agreement. (b) Licensee unconditionally guarantees the performance of all Sublicensees in accordance with the terms of this CCPS Agreement, and Licensee shall be responsible for enforcing the provisions of any Sublicense Agreement (including to ensure that Sublicensees do not breach the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination terms 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).