Common use of Sublicensing Rights Clause in Contracts

Sublicensing Rights. (a) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) the Sublicensing Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***].

Sublicensing Rights. (a) The license(s) Each Party will have the right to grant sublicenses, through multiple tiers of sublicensees, under the licenses granted to Intellia in Section 2.1 Sections 3.1, 3.2, 3.3, and to Caribou in Section 2.2 may be sublicensed3.4, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and or a Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee)Party, provided, thatthat as a condition precedent to and requirement of any such sublicense: (i) In the Sublicensing case of a sublicense to a Third Party, any such sublicense to a Third Party must be pursuant to a written agreement. The Party granting the sublicense will provide to the other Party with a redacted copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) The Party granting the Sublicensing Party sublicense will be remain responsible for (i) its obligations under the Transaction Agreements (including with respect to the Commercialization Schedules) even if such obligations are to be performed by a Sublicensee and (ii) adherence by such Sublicensee of any and all obligations provisions of the Transaction Agreements applicable to the activities of such Sublicensee Third Party as if a sublicensee of such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunderParty; (iii) any Any such Sublicensee will agree in writing to be bound by identical substantially similar obligations as the Sublicensing Party granting the sublicense hereunder with respect to the activities of such Sublicensee within the scope of the license to such Party hereunder (and not with respect to any other activities), including Know-How disclosure obligations of such Party hereunder with respect to the activities of such Sublicensee hereunder;; and (iv) to To the extent that the Sublicensing a Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou InThird Party in-License or Intellia Included In-License, as applicablelicense, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou InThird Party in-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***]license.

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) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to such sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereofis in writing, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) is subject and subordinate to, and consistent with, the Sublicensing Party will be responsible for any terms and all obligations conditions of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”this Agreement, as applicable, hereunder; and (iii) any such Sublicensee will agree in writing requires the applicable sublicensee to be bound by identical obligations as the Sublicensing Party hereunder comply with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the all applicable terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions 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. (a) The license(sLUCENT hereby grants GCAST, personal, nontransferable (except as expressly provided herein) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, thatnonexclusive rights: (i) to furnish and distribute LICENSED SOFTWARE and ADAPTATIONS to SUBLICENSEES anywhere in the Sublicensing Party world for use by such SUBLICENSEE, provided that GCAST, prior to furnishing such LICENSED SOFTWARE or ADAPTATIONS, obtains an agreement in writing from such SUBLICENSEE that: (1) no ownership interest in the intellectual property of LICENSED SOFTWARE or ADAPTATIONS is transferred to such SUBLICENSEE; (2) if a SUBLICENSEE's rights are terminated for any reason, such SUBLICENSEE will provide either destroy or return all copies of LICENSED SOFTWARE or ADAPTATIONS in its possession; (3) such SUBLICENSEE will not export or re-export LICENSED SOFTWARE or ADAPTATIONS without the appropriate United States and/or foreign government licenses; (4) such SUBLICENSEE agrees to the other Party a copy provisions of Section 2.11; and (5) LUCENT does not warrant LICENSED SOFTWARE or ADAPTATIONS, does not assume any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary liability regarding LICENSED SOFTWARE or ADAPTATIONS and does not undertake to protect commercially sensitive furnish any support or information to the extent such information is not reasonably necessary to determine compliance with this Agreement regarding LICENSED SOFTWARE or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereofADAPTATIONS; (ii) to grant to such SUBLICENSEES a perpetual (but not irrevocable), personal, nontransferable (except in the Sublicensing Party will be responsible for any and all obligations event of a merger, acquisition or reorganization of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”SUBLICENSEE) and nonexclusive right to modify, as applicableuse, hereunder;copy, display, distribute and prepare SUBLICENSEE ADAPTATIONS based on LICENSE SOFTWARE and/or on ADAPTATIONS, to copy LICENSE SOFTWARE and ADAPTATIONS, and to test, demonstrate and support LICENSED SOFTWARE and ADAPTATIONS; and (iii) to grant to such SUBLICENSEES the perpetual (but not irrevocable) right to develop CUSTOMER SOFTWARE, make copies of CUSTOMER SOFTWARE, and to furnish (directly or indirectly through its distributors that agree to provisions no less protective of LUCENT than those set forth herein) such copies on or through any media and by any means now or hereafter known (including but not limited to by transmission) on a stand alone basis or bundled with other hardware or software to customers anywhere in the world (subject to SUBLICENSEE satisfying applicable U.S. Government and foreign government export requirements) for use of such Sublicensee will agree CUSTOMER SOFTWARE for its intended purposes, provided that GCAST obtains agreement in writing to from such a customer, which may be bound by identical obligations as a shrink wrap agreement or an agreement that a user must acknowledge before downloading software, before or at the Sublicensing Party hereunder with respect to time furnishing each copy of CUSTOMER SOFTWARE, that includes the activities provisions of such Sublicensee hereunder;Section 2.04(a)(i)(1-8) (substituting the SUBLICENSE E for GCAST for purposes of applying Sections 2.04(a)(i)(1-8)); and (iv) to grant to such SUBLICENSEES the extent that further perpetual (but not irrevocable) right to sublicense the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property rights in this Section 2.03(a) subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject each SUBLICENSEE obligating its SUBLICENSEE to the terms and conditions of such Caribou In-License or Intellia Included In-LicenseSections 2.03(a), including such sublicensee’s compliance 2.03(b) and 2.03(c) in the same manner that GCAST is obligated. (b) GCAST agrees to sublicense LICENSED SOFTWARE and ADAPTATIONS for fees in a manner consistent with its pricing for other protocol source code and object code products. (c) GCAST shall use diligent efforts to enforce the Required In-License Provisions [***]agreements, with SUBLICENSEES specified in this Section 2.03.

Sublicensing Rights. Licensee shall have the right to sublicense the Licensed Technology to any person or entity in the Territory, subject to the following conditions: (a) The license(s) granted If such sublicense is to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (eachan Affiliate of Licensee, the “Sublicensing Party”fees payable to Licensor by Licensee (calculated on a Percentage Fee basis) shall be equal to the fees payable to Licensor (calculated on a Percentage Fee basis) had the sublicense not been granted and the activity for which the sublicense was granted had been conducted directly by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that:Licensee. (ib) If such sublicense is to a non-Affiliate of Licensee, the Sublicensing Party will provide fees payable to Licensor by Licensee (calculated on a Percentage Fee basis) shall be no less that 85% of the fees payable to Licensor (calculated on a Percentage Fee basis) had the sublicense not been granted and the activity for which the sublicense was granted had been conducted directly by the Licensee. (c) All such sublicenses shall contain provisions relating to inspection of records and audit rights substantially the same in all material respects as those contained in Article Six hereof; such sublicenses shall not be assignable or further sublicensable without the prior written consent of Licensor; and such sublicenses shall be specifically subject to the other Party a copy provisions of any sublicense agreement with a Sublicensee within [***] days this License Agreement. (d) Copies of all such sublicenses shall be provided to Licensor promptly after execution thereof; in the event that a sublicense contains terms and conditions that are not related to the subject matter of this License, which sublicense agreement such provisions may be redacted as necessary prior to protect commercially sensitive information giving copies thereof to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof;Licensor. (iie) the Sublicensing Party will All sublicenses shall contain provisions similar in all material respects to those contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 6.1, 6.2, 10.3, 11.2, 12.1, 12.2, and shall be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be specifically subject to the terms of such Caribou In-License or Intellia Included In-Licensethis Agreement. (f) At Licensor's request, including such sublicensee’s compliance with Licensee shall, at Licensee's sole cost and expense, use commercially reasonable efforts to enforce the Required In-License Provisions [***]provisions referred to in clause (e) above of all sublicenses.

Sublicensing Rights. (a) The license(s) Subject to the last sentence of this Section 2.2, Company may sublicense the rights granted to Intellia in Section 2.1 and to Caribou hereunder in Section 2.2 may be sublicensed, in full whole or in partpart to any of its Affiliates or to any Third Person, by Intellia provided that Company shall remain liable and Caribou, respectively, (each, be responsible for the “Sublicensing Party”) acts and omissions of all sublicensees and such acts and omissions shall be regarded for purposes of this Agreement as the acts and omissions of Company. Company will remain liable for royalty payments as a result of Net Sales made by a written agreement Permitted Seller pursuant to its Affiliates a sublicense and Third Parties (with the further right to for any milestone or other payments required by this Agreement. Company shall promptly notify Lilly of any sublicense [***] provided that the following and shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will upon request provide to the other Party Lilly a copy of the relevant sublicense. Each sublicense 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 contrary, Company shall not grant any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with 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 the foregoing provisions of this sentence, as well as the provisions set forth above in this Section 2.2 that require the Company to notify Lilly of any sublicense and, at the request of Lilly, to provide Lilly a copy of the relevant sublicense, shall not be 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 right to research, develop, manufacture and does not grant any right to sell or otherwise commercialize. (b) Lilly may license the rights retained by Lilly pursuant to Section 2.3 hereunder in whole or in part to any of its Affiliates or to determine the rights granted under any of the Caribou IP or Intellia IPThird Person, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party Lilly shall provide an unredacted copy thereof; (ii) the Sublicensing Party will remain liable and be responsible for any the acts and omissions of all obligations licensees and such acts and omissions shall be regarded for purposes of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations this Agreement as the Sublicensing Party hereunder with respect acts and omissions of Lilly. Each license granted by Lilly as permitted pursuant to this Section 2.2(b) shall contain provisions that obligate licensees to Lilly to at least the same extent that Lilly is obligated to the activities of such Sublicensee hereunder; (iv) Company under this Agreement and shall contain provisions that obligate licensees to the Company to at least the same extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject Lilly is obligated to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***]Company under Section 2.5 hereof.

Sublicensing Rights. (a) The license(s) 2.2.1. Each Party shall have the right to grant sublicenses under the rights granted to Intellia in it under Section 2.1 and 2.1.1 or Section 2.1.2, as applicable, to Caribou in Section 2.2 any of its Affiliates or Third Parties. The sublicensing Party shall provide the other Party with a fully-executed copy of any agreement (which the sublicensing Party may be sublicensed, in full redact as necessary to protect confidential or in part, by Intellia and Caribou, respectively, (eachcommercially sensitive information) reflecting any such sublicense promptly after the execution thereof. If the sublicensing Party grants a sublicense, the “Sublicensing terms and conditions of this Agreement and the Applicable In-Licenses that are applicable to sublicensees shall apply to such sublicensee to the same extent as they apply to the sublicensing Party”) by . The sublicensing Party assumes full responsibility, and shall remain primarily liable, for causing the performance of all obligations of each Affiliate or Third Party sublicensee to which it grants a written agreement to its Affiliates sublicense, and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide itself pay and account to the other Party a copy for all payments due under this Agreement by reason of operation of any sublicense agreement such sublicense. 2.2.2. Notwithstanding the foregoing, with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary respect to protect commercially sensitive information any Beam Patent Controlled by Beam pursuant to the extent such information is not reasonably necessary Beam-Editas Agreement, (a) Bio Palette shall promptly notify Beam if Bio Palette intends to determine compliance with this Agreement or to determine grant a sublicense under the rights granted to it under Section 2.1.2 with respect to such Beam Patent so that Beam may seek permission from Editas for such grant and, (b) unless and until the receipt of written agreement by Editas and its licensors to permit further sublicensing to a Third Party, Bio Palette shall not have the right to grant any sublicenses under such Beam Patent (other than to Affiliates of Bio Palette, subject to all restrictions on the granting of sublicenses herein). 2.2.3. If, at any time during the Term, Beam desires to grant a sublicense to a Third Party under the rights granted to it under Section 2.1.1, and Bio Palette has not yet entered into an amendment to the Bio Palette In-License as contemplated by Section 7.4.7, then upon Beam’s request, Bio Palette shall, and does hereby, grant, without further consideration from Beam or such Third Party, a direct license to such Third Party as Beam directs, of a scope requested by Beam that is within the scope of Beam’s license granted under Section 2.1.1, provided that any sale or transfer of Beam Licensed Products by such direct licensee under such direct license shall be included in Net Sales hereunder. Notwithstanding anything to the contrary in this Agreement, effective as of such grant of a direct license to such Third Party, (i) if Beam has requested that such direct license to such Third Party be an exclusive license, then the scope of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation license granted to such Third Party under such direct license shall automatically be excluded from the scope of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; Beam’s license granted under Section 2.1.1 and (ii) if Beam has requested that such direct license to such Third Party be a non-exclusive license, then the Sublicensing Party will be responsible for any and all obligations scope of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder Beam’s license granted under Section 2.1.1 shall automatically become non-exclusive with respect to the activities scope of the license granted to such Sublicensee hereunder; Third Party under such direct license, in each case of clause (ivi) and (ii) until such time that Beam notifies Bio Palette that such direct license to such Third Party is terminated, at which time such scope shall again be included within the extent that scope of Beam’s license granted under Section 2.1.1 with no further action by the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***]Parties.