Common use of Sublicensing Terms Clause in Contracts

Sublicensing Terms. 9.1.4.1. Novartis will have the right to sublicense any of its rights under Sections 9.1.1, 9.1.2 and 9.1.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, subject to the requirements of this Section 9.1.4. 9.1.4.2. Each sublicense granted by Novartis pursuant to this Section 9.1.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Novartis will as soon as reasonably practicable thereafter, provide Surface with a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.1.4), and each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Section 9.1.2, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.1.4.3. Notwithstanding any sublicense, Novartis will remain primarily liable to Surface for the performance of all of Novartis’s obligations under, and Novartis’s compliance with all provisions of, this Agreement.

Sublicensing Terms. 9.1.4.19.3.4.1. Novartis will have the right to sublicense any of its rights under Sections 9.1.19.3.1, 9.1.2 9.3.2 and 9.1.3 9.3.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, subject to the requirements of this Section 9.1.49.3.4. 9.1.4.29.3.4.2. Each sublicense granted by Novartis pursuant to this Section 9.1.4 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Novartis will as soon as reasonably practicable thereafter, provide Surface with a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.1.49.3.4), and each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Section 9.1.29.3.2, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.1.4.39.3.4.3. Notwithstanding any sublicense, Novartis will remain primarily liable to Surface for the performance of all of Novartis’s obligations under, and Novartis’s compliance with all provisions of, this Agreement.

Sublicensing Terms. 9.1.4.1. (a) Novartis will have the right to sublicense any of its rights under Sections 9.1.1, 9.1.2 and 9.1.3 Section 9.1.1.1 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of SurfaceXencor, subject to the requirements of this Section 9.1.49.1.1.2. 9.1.4.2. (b) Each sublicense granted by Novartis pursuant to this Section 9.1.4 9.1.1.2 (a) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Novartis will as soon as reasonably practicable will, within [...***...] thereafter, provide Surface Xencor with a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary related to monitor compliance with Novartis’ obligations under this Section 9.1.4Agreement), and each such sublicense agreement will contain the following provisions: , (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information11.1, (ii) if such sublicense agreement contains a sublicense of Section 9.1.2, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and , (yiii) the audit requirement set forth in Section 10.12.3; 10.10, and (iiiiv) a requirement that the Sublicensee comply with the applicable provisions under any Surface Xencor In-License. For clarity, the obligation to provide a copy of each sublicense agreement includes the agreements granted through multiple tiers. 9.1.4.3. (c) Notwithstanding any sublicense, Novartis will remain primarily liable to Surface Xencor for the performance of all of Novartis’s ’ obligations under, and Novartis’s ’ compliance with all provisions of, this Agreement. Novartis hereby waives any requirement that Xencor exhaust any right, power or remedy, or proceed against such Third Party, for any obligation or performance hereunder prior to proceeding directly against Novartis.