Common use of Sublicensing Rights Clause in Contracts

Sublicensing Rights. Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. 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.

Sublicensing Rights. Novartis and its Affiliates (a) Subject to the last sentence of this Section 2.2, Company may grant sublicenses of sublicense the license rights granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted 2.1 hereunder in Section 5.3.1(b), provided that (a) such sublicense (i) is whole or in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee part to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates or to any Third Person, provided that Company shall remain liable and be responsible for the acts and omissions of all sublicensees and such acts and omissions shall be regarded for purposes of this Agreement as the sublicensing Party acts and omissions of Company. Company will remain liable for royalty payments as a result of Net Sales made by a Permitted Seller pursuant to the extent a sublicense and for any milestone or other payments required by the Key License Agreements as in effect on the Effective Date or the agreements for this Agreement. Company shall promptly notify Lilly of any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia shall upon request provide to Lilly a copy of the final executed relevant sublicense. Each sublicense agreement, redacted for information not pertinent granted under this Agreement will contain provisions (x) that obligate sublicensees to Company to at least the same extent that Company is obligated to Lilly under this Agreement and (y) that grant sublicensees the right to grant further sublicenses to the same extent that the Company is authorized and permitted to grant sublicenses in accordance with the terms of this Section 2.2. Notwithstanding anything in this Agreement to the extent contrary, Company shall not grant any sublicense of its rights under this Agreement without the prior written consent of Lilly, not to be unreasonably withheld, for so long as any Option is in effect; provided, however, that such redactions do not reasonably impair Intellia’s ability to ensure compliance with the foregoing provisions of this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Propertysentence, as applicablewell as the provisions set forth above in this Section 2.2 that require the Company to notify Lilly of any sublicense and, (c) Novartis or Intelliaat the request of Lilly, as applicableto provide Lilly a copy of the relevant sublicense, shall not be responsible for applicable to any sublicense to any contract research organization, contract manufacturing organization, other contractor, academic institution or academic collaborator if such sublicense only grants to any such sublicensee the failure by its sublicensees right to comply withresearch, develop, manufacture and Novartis does not grant any right to sell or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. 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 AMENDEDotherwise commercialize.

Sublicensing Rights. Novartis Company shall have the right to sublicense the rights granted to it by Gilead under this Agreement without the consent of Gilead; provided that: (a) prompt notice of such sublicense shall be given by Company to Gilead pursuant to Section 10.5 of this Agreement; (b) a true, correct and its Affiliates may grant sublicenses complete copy of such sublicense shall be provided by Company to Gilead promptly after the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of date the license granted in Section 5.3.1(b)parties enter into such sublicense agreements, provided that Company may redact any financial and other information to the extent not required to enable Gilead to fulfill its reporting obligations under the URC License Agreement or to monitor compliance with this Agreement; and (ac) Company shall remain at all times fully liable for performance of its obligations under this Agreement without regard to whether it has sublicensed its rights or whether Company’s sublicensee is obligated to perform such obligations. Any such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, granted by Company shall contain provisions providing for the terms and conditions assignment to Gilead of Company’s interest therein upon termination of this Agreement, subject to the last sentence of this Section 2.3, unless the termination of this Agreement arises out of the action or inaction of such sublicensee, in which case Gilead, at its option, may Portions of this Exhibit were omitted and (iii) requires have been filed separately with the applicable Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. terminate such sublicense, and shall further contain provisions which obligate such sublicensee to comply with all applicable terms of such terms, conditions, agreements and obligations that are consistent with the terms, conditions, agreements and obligations to which Company is subject under this Agreement [***]; (b) with respect including, without limitation, the provisions of Sections 2.1(b), 2.1(c), 2.2, Section 4, Section 5, Section 6.4, Section 7.1(b), Section 8 and Section 9.3. Gilead hereby agrees to Novartis or any of its Affiliates accept such assignment and that such sublicense, as assigned, will remain in full force and effect, provided that Gilead shall have no obligation thereunder except to maintain the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia continued effectiveness of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. 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 AMENDEDsublicense.

Sublicensing Rights. Novartis Company shall have the right to sublicense the rights granted to it by Gilead under this Agreement without the consent of Gilead; provided that: (a) prompt notice of such sublicense shall be given by Company to Gilead pursuant to Section 10.5 of this Agreement; (b) a true, correct and its Affiliates may grant sublicenses complete copy of such sublicense shall be provided by Company to Gilead promptly after the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of date the license granted in Section 5.3.1(b)parties enter into such sublicense agreements, provided that Company may redact any financial and other information to the extent not required to enable Gilead to fulfill its reporting obligations under the URC License Agreement or to monitor compliance with this Agreement; and (ac) Company shall remain at all times fully liable for performance of its obligations under this Agreement without regard to whether it has sublicensed its rights or whether Company’s sublicensee is obligated to perform such obligations. Any such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, granted by Company shall contain provisions providing for the terms and conditions assignment to Gilead of Company’s interest therein upon termination of this Agreement, subject to the last sentence of this Section 2.3, unless the termination of this Agreement arises out of the action or inaction of such sublicensee, in which case Gilead, at its option, may Portions of this Exhibit were omitted and (iii) requires have been filed separatelyly with the applicable Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. terminate such sublicense, and shall further contain provisions which obligate such sublicensee to comply with all applicable terms of such terms, conditions, agreements and obligations that are consistent with the terms, conditions, agreements and obligations to which Company is subject under this Agreement [***]; (b) with respect including, without limitation, the provisions of Sections 2.1(b), 2.1(c), 2.2, Section 4, Section 5, Section 6.4, Section 7.1(b), Section 8 and Section 9.3. Gilead hereby agrees to Novartis or any of its Affiliates accept such assignment and that such sublicense, as assigned, will remain in full force and effect, provided that Gilead shall have no obligation thereunder except to maintain the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia continued effectiveness of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. 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 AMENDEDsublicense.

Sublicensing Rights. Novartis and its Affiliates 6.0 Licensee may grant sublicenses of under the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of Licensed Patent Technology during the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms term of this Agreement to make, have made, import, use, offer for sale and sell Licensed Products in the Licensed Territory. Any sublicense authorized and granted hereunder to a First-tier Sublicensee shall include [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “Each and every First-Tier Sublicensee agreement shall be made subject to Licensor’s approval (as required by 37 CFR 404.5(4)), and each and every sublicense shall by proper reference be made subject and subordinate to this Agreement, including those rights retained by Licensor hereunder, consistent with the relevant provisions hereof that apply to sublicenses, which approval shall be provided by Licensor within [**] of Licensee’s notification of Licensor’s Representative. The parties acknowledge that the approval authority for Licensor shall be the [**]”. If Licensor fails to notify Licensee of any objections prior to expiration of such [**] period, then such sublicense shall be deemed to have been approved by Licensor without any further action on Licensee’s part. Any right or duty owed to Licensee or to a First-tier Sublicensee of the Licensee hereunder may be further granted to a sublicensee at any tier, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. changing the names of the parties as appropriate. 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 AMENDEDcopy of any and all sublicenses shall be furnished to Licensor’s Representative promptly after its execution.

Sublicensing Rights. Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, Subject to the terms and conditions of this Agreement, Acadia shall have the right to grant sublicenses of the rights granted to it under Section 2.1(a) and Section 2.1(b) through multiple tiers, without Stoke’s prior consent, on a Target-by-Target basis to (x) its Affiliates, provided that such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Acadia, and (iiiy) requires Third Parties, provided that in the applicable sublicensee case of (y), Acadia shall not sublicense any of its rights under Section 2.1(a) or Section 2.1(b) until the conclusion of the Research Term without Stoke’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Each sublicense granted by Acadia pursuant to comply this Section 2.2(a) shall be pursuant to a written agreement that (A) is consistent with all applicable the terms of this Agreement [***]; Agreement, (bB) includes obligations of confidentiality and non-use applicable to the Confidential Information of the other Party that are at least as stringent as those set forth in Article 10 and (C) includes terms that are consistent with the intellectual property provisions set forth in this Agreement. Acadia shall promptly provide Stoke with a copy of each such final executed sublicense, which sublicense may be redacted to protect confidential information of the Sublicensee or to redact information related to any product other than a Product (but shall be sufficient, after such redactions, for Stoke to determine the scope of the licenses and sublicenses granted to such Sublicensee with respect to Novartis any Product). If any such sublicense is not in English, Acadia will provide Stoke with a translation thereof into English. No sublicensing by Acadia, its Affiliate or Sublicensee in accordance with this Section 2.2(a)(i) shall relieve Acadia of its obligations under this Agreement or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. 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 AMENDEDliability hereunder.