Common use of Sublicensing Right Clause in Contracts

Sublicensing Right. Hybridon and its Subsidiaries shall have the right to grant sublicenses under the license from Isis set forth in Section 3.1 above to third parties only to discover, develop, make, have made, use, sell, have sold, offer to sell, import and have imported Hybridon Antisense Drugs. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and shall provide that any Sublicensee shall have no right to grant further sublicenses except on *Confidential Treatment Requested - 14 - terms consistent with this Section 3.2. In the event of a material default by any Sublicensee under a sublicense agreement, Hybridon will inform Isis and take commercially reasonable efforts to cause the Sublicensee to cure the default or will terminate the sublicense or, if Hybridon is not the sublicensor under such sublicense, Hybridon will cause the sublicensor under such sublicense to take commercially reasonable efforts to cause the Sublicensee to cure the default or to terminate such sublicense; provided however that none of Hybridon, its Subsidiaries or the sublicensor under such sublicense shall be responsible to Isis for the default by the Sublicensee under the sublicense agreement. Notwithstanding the rights granted under this Section 3.2, Hybridon and its Subsidiaries shall [*]

Sublicensing Right. Hybridon DYNACURE and its Subsidiaries Affiliates shall have the right to grant sublicenses Sublicenses and options for a Sublicense to any Third Party, subject to the following terms and conditions: (i) Should DYNACURE or one of its Affiliate wish to sublicense to a Third Party certain license rights [***], then, DYNACURE (or its Affiliate as appropriate) shall involve ICM, acting on behalf of the Co-Owners, in the negotiation of such Sublicense or option for such a Sublicense by consulting ICM regularly and considering in good faith any remarks made by ICM in such context, it being agreed in any case that DYNACURE (or its Affiliate as appropriate) shall have the final decision making power in this context; (ii) In any other cases, DYNACURE and its Affiliates shall be free to grant Sublicenses or options for a Sublicense to any Third Party under any license rights to all or part of the license from Isis set forth Licensed Technology without prior consent of ICM and/or of the other Co-Owners and/or involvement of ICM and/or of the other Co-Owners in Section 3.1 above the negotiation of such Sublicenses and/or options for a Sublicense; (iii) All Sublicenses and options for a Sublicense shall be consistent with all the terms of this Agreement. In particular, each Sublicense and option for a Sublicense shall impose obligations of confidentiality and restricted use on the Sublicensee that are at least as restrictive for the Sublicensee as those applicable to third parties only DYNACURE under Article 7 below; (iv) DYNACURE shall remain entirely responsible to discoverthe Co-Owners for any actions or omissions by Sublicensees that would, develop, makeif such actions or omissions had been those of DYNACURE, have madecaused DYNACURE to be in breach of its obligations under this Agreement; (v) within [***] following the signature of any Sublicense or option for a Sublicense, useDYNACURE shall provide ICM acting on behalf of the Co-Owners with a signed copy thereof. For the avoidance of doubt, sell, have sold, offer all copies of Sublicenses / options for a Sublicense provided by DYNACURE to sell, import and have imported Hybridon Antisense Drugs. Each such sublicense ICM acting on behalf of the Co-Owners in accordance with this provision shall be treated as Confidential Information of DYNACURE and subject and subordinate to, and consistent with, to the terms and conditions of Article 7 below; and [***] Certain information in this Agreementdocument has been excluded pursuant to Regulation S-K, and shall provide that any Sublicensee shall have no right to grant further sublicenses except on *Confidential Treatment Requested - 14 - terms consistent with this Section 3.2Item 601(b)(10). In the event of a material default by any Sublicensee under a sublicense agreement, Hybridon will inform Isis and take commercially reasonable efforts to cause the Sublicensee to cure the default or will terminate the sublicense or, if Hybridon Such excluded information is not material and would likely cause competitive harm to the sublicensor under such sublicense, Hybridon will cause registrant if publicly disclosed. (vi) DYNACURE shall not be relieved of its obligations pursuant to this Agreement as a result of the sublicensor under such sublicense signature of any Sublicenses / options for a Sublicense. The same terms and conditions shall apply to take commercially reasonable efforts to cause the Sublicensee to cure the default or to terminate such sublicense; provided however that none of Hybridon, its Subsidiaries or the sublicensor under such sublicense shall be responsible to Isis for the default any Sublicense granted by the Sublicensee under the sublicense agreement. Notwithstanding the rights granted under this Section 3.2, Hybridon and its Subsidiaries shall [*]a Sublicensee.

Sublicensing Right. Hybridon (a) Isis and its Subsidiaries shall have the right to grant sublicenses under the license licenses and sublicenses from Isis Hybridon set forth in Section 3.1 2.1 above to third parties only to discover, develop, make, have made, use, sell, have sold, offer to sell, import and have imported Hybridon Antisense Drugsparties. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and shall provide that any Sublicensee shall have no right to grant further sublicenses except on *Confidential Treatment Requested - 14 - terms consistent with this Section 3.22.2. In the event of a material default by any - 11 - Sublicensee under a sublicense agreement, Hybridon Isis will inform Isis Hybridon and take commercially reasonable efforts to cause the Sublicensee to cure the default or will terminate the sublicense or, if Hybridon Isis is not the sublicensor under such sublicense, Hybridon Isis will cause the sublicensor under such sublicense to take commercially reasonable efforts to cause the Sublicensee to cure the default or to terminate such sublicense; provided provided, however that none of HybridonIsis, its Subsidiaries or the sublicensor under such sublicense shall be responsible to Isis Hybridon for the default by the Sublicensee under the sublicense agreement. (i) Isis shall provide UMass with a copy of any sublicense granted pursuant to this Section 2.2 by Isis or its Subsidiaries or Sublicensees which includes a sublicense of UMass Patent Rights, within thirty (30) days after the grant of such sublicense. Notwithstanding Hybridon shall use its reasonable best efforts to cause UMass to enter into a confidentiality agreement with Isis with respect to sublicenses provided to UMass under this clause (i) (it being understood that Hybridon shall not be obligated to make any payment or to provide any other consideration to UMass for such confidentiality agreement by UMass). (ii) Isis shall provide Hybridon with written notice of any sublicense (an "Isis Sublicense") granted pursuant to this Section 2.2 by Isis or its Subsidiaries or Sublicensees within thirty (30) days after the rights granted grant of such sublicense, such written notice specifying the name of the Sublicensee, the date of the sublicense and whether such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense. Hybridon shall have the right, not more than twice during any calendar year, to have any Isis Sublicense reviewed by an independent third party chosen by Hybridon to ascertain whether such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense. Isis shall cooperate in all reasonable respects with the review of such Isis Sublicense by the independent third party under this Section 3.22.2(b)(ii), including without limitation responding to questions directed at determining whether such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense. Hybridon shall pay all costs of such review; provided, however, that if, contrary to the information provided by Isis in the written notice provided to Hybridon in connection with the grant of such Isis Sublicense, such Isis Sublicense does in fact include UMass Patent Rights or is a Naked Sublicense, Isis shall reimburse Hybridon for the costs of such review. If the independent third party determines that such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense, such independent third party shall notify Isis and Hybridon. If Isis disagrees with the determination of the independent third party, the third party shall be permitted hereunder to provide Hybridon with a copy of the Isis Sublicense. (c) Any Naked Sublicense of Hybridon Intellectual Property by Isis or its Subsidiaries to (i) third parties which are parties to license or sublicense agreements with Isis or its Affiliates or Subsidiaries not involving Hybridon Intellectual Property and (ii) Affiliates of Isis or its Subsidiaries shall be made by Isis or its Subsidiaries on commercially reasonable terms. Isis and its Subsidiaries shall [*]not sublicense Hybridon Intellectual Property separately from any intellectual property of Isis or its Affiliates or Subsidiaries, including without limitation the Isis Intellectual Property, for the purpose of reducing the amount of Sublicense Income payable by Isis or its Subsidiaries to Hybridon under Section 4.3.

Sublicensing Right. Hybridon (a) Isis and its Subsidiaries shall have the right to grant sublicenses under the license licenses and sublicenses from Isis Hybridon set forth in Section 3.1 2.1 above to third parties only to discover, develop, make, have made, use, sell, have sold, offer to sell, import and have imported Hybridon Antisense Drugsparties. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and shall provide that any Sublicensee shall have no right to grant further sublicenses except on *Confidential Treatment Requested - 14 - terms consistent with this Section 3.22.2. In the event of a material default by any Sublicensee under a sublicense agreement, Hybridon Isis will inform Isis Hybridon and take commercially reasonable efforts to cause the Sublicensee to cure the default or will terminate the sublicense or, if Hybridon Isis is not the sublicensor under such sublicense, Hybridon Isis will cause the sublicensor under such sublicense to take commercially reasonable efforts to cause the Sublicensee to cure the default or to terminate such sublicense; provided provided, however that none of HybridonIsis, its Subsidiaries or the sublicensor under such sublicense shall be responsible to Isis Hybridon for the default by the Sublicensee under the sublicense agreement. (i) Isis shall provide UMass with a copy of any sublicense granted pursuant to this Section 2.2 by Isis or its Subsidiaries or Sublicensees which includes a sublicense of UMass Patent Rights, within thirty (30) days after the grant of such sublicense. Notwithstanding Hybridon shall use its reasonable best efforts to cause UMass to enter into a confidentiality agreement with Isis with respect to sublicenses provided to UMass under this clause (i) (it being understood that Hybridon shall not be obligated to make any payment or to provide any other consideration to UMass for such confidentiality agreement by UMass). (ii) Isis shall provide Hybridon with written notice of any sublicense (an "Isis Sublicense") granted pursuant to this Section 2.2 by Isis or its Subsidiaries or Sublicensees within thirty (30) days after the rights granted grant of such sublicense, such written notice specifying the name of the Sublicensee, the date of the sublicense and whether such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense. Hybridon shall have the right, not more than twice during any calendar year, to have any Isis Sublicense reviewed by an independent third party chosen by Hybridon to ascertain whether such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense. Isis shall cooperate in all reasonable respects with the review of such Isis Sublicense by the independent third party under this Section 3.22.2(b)(ii), including without limitation responding to questions directed at determining whether such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense. Hybridon shall pay all costs of such review; provided, however, that if, contrary to the information provided by Isis in the written notice provided to Hybridon in connection with the grant of such Isis Sublicense, such Isis Sublicense does in fact include UMass Patent Rights or is a Naked Sublicense, Isis shall reimburse Hybridon for the costs of such review. If the independent third party determines that such Isis Sublicense includes UMass Patent Rights or is a Naked Sublicense, such independent third party shall notify Isis and Hybridon. If Isis disagrees with the determination of the independent third party, the third party shall be permitted hereunder to provide Hybridon with a copy of the Isis Sublicense. (c) Any Naked Sublicense of Hybridon Intellectual Property by Isis or its Subsidiaries to (i) third parties which are parties to license or sublicense agreements with Isis or its Affiliates or Subsidiaries not involving Hybridon Intellectual Property and (ii) Affiliates of Isis or its Subsidiaries shall be made by Isis or its Subsidiaries on commercially reasonable terms. Isis and its Subsidiaries shall [*]not sublicense Hybridon Intellectual Property separately from any intellectual property of Isis or its Affiliates or Subsidiaries, including without limitation the Isis Intellectual Property, for the purpose of reducing the amount of Sublicense Income payable by Isis or its Subsidiaries to Hybridon under Section 4.3.