Common use of Sublicensing Clause in Contracts

Sublicensing. Prior to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement).

Sublicensing. Prior to (a) Each Party in its capacity as a licensee under Section 3.1 or 3.2, as applicable (such Party, “Licensee”) shall have the fourth (4th) anniversary of the Initial Sale Dateright, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of set forth in this AgreementSection 3.3, Purchaser may sublicense or assign any to grant non-transferable sublicenses, solely within the scope of the licenses granted to Purchaser Licensee by the other Party (such Party, “Licensor”) pursuant to Section 3.1 or 3.2, as applicable, to (i) such Licensee’s Group Companies; provided that any sublicense granted to a Group Company shall, subject to clause (iv) below, automatically and immediately terminate once such Group Company ceases to be a Group Company of Licensee, (ii) independent contractors and consultants of Licensee or its Group Companies in connection with providing services to Licensee or any of its sublicensed Group Companies, (iii) customers of Licensee or its Group Companies solely in connection with such customers’ use of products or services provided by or on behalf of Licensee or its Group Companies, and (iv) a Divested Entity of Licensee as described in Section 3.4. For the avoidance of doubt, any sublicense granted by a Licensee under this Agreement is subordinate to, and conditioned upon the survival of, the licenses granted to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or such Licensee. (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaserb) assignment of the license The sublicensing rights granted under Section 2.6(a)(iii), which consent Reliant may withhold only in this ARTICLE III are conditioned upon the event and for so long as Reliant is unable to obtain requirement that the Licensee granting any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such shall enter into a written sublicense agreement with each permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same sublicensee on terms and conditions contained that are no less restrictive than the terms and conditions of this Agreement and that expressly prohibit and render void further sublicensing by the permitted sublicensee. (c) Notwithstanding anything to the contrary in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall LSC does not have the right to, and shall not, grant any sublicense to engage any contract sales organization or other third party Excluded Entity without RRD’s express prior written consent, and any sublicense granted to perform any an Excluded Entity by LSC without such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)consent shall be null and void ab initio.

Sublicensing. Prior to the fourth (4tha) anniversary Licensee may grant sublicenses of the Initial Sale Date, Purchaser shall not sublicense any or (except as permitted by Section 10.1 with respect to the sale of substantially all of its licensed rights under the stock or assets of Protiva Intellectual Property for any purposes within the Purchaser or Agricultural Field, but solely within the Agricultural Field; provided, however, that any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses sublicense granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may by Licensee shall be granted or withheld in Reliant’s sole discretion. From subject and after the fourth (4th) anniversary of the Initial Sale Date, and subject subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, Purchaser may sublicense or assign any . Licensee shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for it. If Licensee becomes aware of a material breach of any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all a Sublicensee, Licensee shall promptly notify Protiva of the stock or assets particulars of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event same and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially take all reasonable efforts to obtain) to permit enforce the terms of such sublicense or assignmentsublicense. Any agreement between Licensee and the Sublicensee shall provide that such permitted sublicense or assignment granted by Purchaser Sublicensee may only use the Confidential Information of Protiva in accordance with terms of this Agreement applicable to Licensee’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in Article VI, and Protiva shall be subject in all respects an express third party beneficiary of such agreement, including provisions related to use and disclosure of Confidential Information. Subject to the same terms and conditions contained foregoing provisions of this Section 2.2(a), Sublicensees shall have the right to further sublicense Protiva Intellectual Property in the Agricultural Field to Third Parties. (b) Unless otherwise provided in this Agreement, Licensee shall notify Protiva within thirty (30) days after execution of a sublicense entered into hereunder and Purchaser shall remain primarily liable and provide a copy of the fully executed sublicense agreement to Protiva within the same time, which shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant treated as Confidential Information of Licensee under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)Article VI.

Sublicensing. Prior (a) Licensee shall have the right to the fourth grant Sublicenses (4thand subsequent tiers of sub-Sublicenses) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 to any party with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser rights conferred upon Licensee under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser Sublicense shall be subject in all respects to the same terms and conditions provisions contained in this AgreementAgreement (excluding the payments specified in Sections 4, 5 and Purchaser shall remain primarily liable and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions8.3 hereof). Any such sublicense shall immediately terminate in In the event of a conflict between this Agreement and the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to terms of any Sublicense, the terms of this Agreement shall control. Licensee shall forward to TSRI a copy of any and any such assigned all fully executed Sublicense within thirty (30) days after execution. (b) Any Sublicense may survive termination of this Agreement for the benefit of TSRI, in accordance with the provisions of this Section 3.6(b). TSRI hereby grants to each Sublicensee of Licensee hereunder an option to obtain directly from TSRI a license shall terminate agreement on substantially same terms and conditions set forth in the event such license grant terminates applicable Sublicense. On or before the expiration of sixty (60) days from the date of termination of this Agreement pursuant to Section 12 (Term and Termination), each Sublicensee may provide TSRI with written notice of intent to exercise the option set forth in this Section 3.6(b). TSRI shall enter into a license agreement directly with each such Sublicensee (the “New License Agreement”) on substantially the same terms and conditions as those under the sublicense between such Sublicensee and Licensee, including but not limited to sublicense royalty rate, sublicense scope, sublicense territory, and duration of sublicense grant; provided, however, (i) that Sublicensee shall agree in the New License Agreement to a term providing that in no event shall TSRI be liable to Sublicensee for any actual or alleged breach of such Sublicense by Licensee; and (ii) that in no event shall TSRI be obliged to accept provisions in the New License Agreement (A) unless such provisions correspond to rights granted by Licensee to Sublicensee in conformance with this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements such provisions are not in conflict with the material rights, duties and obligations accruing to Licensee under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaserthis Agreement; or (B) where such provisions are inconsistent with TSRI’s exercise of its rights and performance of its legal obligations hereunder (it being agreed thatunder any other Sublicense granted by Licensee, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b)or by applicable federal, Purchaser shall not have the right to engage any contract sales organization state or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion local statute or similar arrangement)regulation.

Sublicensing. Prior to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 In accordance with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Dateterms, and subject to the terms and conditions of all conditions, set forth in this Agreement, Purchaser may sublicense or assign any as of the Distribution Date, Licensee shall have the right to grant to any Permitted Sublicensee a non-transferable sublicense (without the right to grant further sublicenses) under the rights and licenses granted to Purchaser under Licensee in this Agreement to one or more third partiesArticle 2; provided, however, that Reliant’s in no event shall any such sublicense exceed the scope of the rights and licenses granted to Licensee in this Article 2. The Parties acknowledge and agree that, as of immediately prior written consent to the Distribution Date, all Subsidiaries of SpinCo (other than Licensee) are using the ▇▇ ▇▇▇▇▇ or Approved GE Entity Names (as applicable) in the conduct of the SpinCo Business (excluding any Former SpinCo Business) and therefore shall be required for any sublicense or deemed “Permitted Sublicensees” hereunder; provided, however, that if Licensee notifies Parent within thirty (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all 30) days of the stock Distribution Date of any Subsidiary that is not so using the ▇▇ ▇▇▇▇▇ or assets of the Purchaser or Approved GE Entity Names, as applicable, such Subsidiary shall not be deemed a “Permitted Sublicensee” and shall not receive any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable sublicenses hereunder. Licensee shall cause each Permitted Sublicensee to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in fully comply with all respects to the same terms and conditions contained set forth in this AgreementAgreement as if such Permitted Sublicensee was directly bound thereby, and Purchaser shall remain primarily liable and Licensee shall be responsible liable hereunder for ensuring that all actions or omissions of any permitted sublicensees and/or assignees comply with all such Permitted Sublicensee, including any breach or other violation by any Permitted Sublicensee of any terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted conditions set forth herein, as if performed (or is otherwise derived terminates pursuant failed to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreementbe performed) by Licensee itself. Notwithstanding the foregoing, Purchaser in the event any Permitted Sublicensee ceases to be a Subsidiary of SpinCo, except as and to the extent provided in Section 10.1(c), such Person shall at immediately cease to be a “Permitted Sublicensee” and all times have sublicenses granted to it under the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations licenses hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)automatically terminate forthwith.

Sublicensing. Prior Upon receipt by ▇▇▇▇ of the sublicense initiation fee set forth in Section 3.1a) (ii) below, Licensee shall have the right to grant sublicenses under Section 2.1 to third parties, subject to ▇▇▇▇’▇ consent prior to execution, which consent shall not be unreasonably withheld. The right to sublicense is subject to the fourth (4thfollowing conditions: a) anniversary of In each sublicense, the Initial Sale Date, Purchaser sublicensee shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From prohibited from granting further sublicenses and after the fourth (4th) anniversary of the Initial Sale Date, and shall be subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted to Licensee under Section 2.6(a)(iii), which consent Reliant may withhold only in this Agreement. Licensee shall include a requirement that the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall sublicense use commercially reasonable efforts to obtain) to permit such bring the subject matter of the sublicense or assignmentinto commercial use as quickly as is reasonably possible. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and The Licensee shall be responsible for ensuring its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Licensee hereunder. Each sublicense agreement granted by Licensee shall include an audit right by Rice of the same scope as provided in this Agreement with respect to Licensee. No such sublicense agreement shall contain any permitted sublicensees and/or assignees comply with all such terms provision that would cause it to extend beyond the Term of this Agreement. b) Licensee shall forward to Rice at least thirty (30) days prior to the scheduled execution date, a complete and conditionsaccurate copy written in the English language of each proposed sublicense to be granted hereunder. Any ▇▇▇▇’▇ receipt of such sublicense shall immediately terminate in the event the license grant under which not constitute a consent to such sublicense is granted or is otherwise derived terminates pursuant to a waiver of any of ▇▇▇▇’▇ rights of Licensee’s obligations hereunder. ▇▇▇▇ shall treat the terms sublicense as confidential information of this Agreement and any such assigned license shall terminate Licensee in accordance with the event such license grant terminates pursuant to the other terms of this Agreement. Notwithstanding If ▇▇▇▇ has not indicated an objection to the foregoingsublicense within the 30 days prior to the scheduled execution date, Purchaser then it shall at be construed as ▇▇▇▇’▇ consent. Consent by ▇▇▇▇ shall not be unreasonably withheld. c) If Licensee becomes Insolvent, ▇▇▇▇’▇ proportionate share or all times have payments then or thereafter due and owing to Licensee from its sublicensees for the right sublicense of the Rice Intellectual Property Rights shall upon notice from Rice to grant sublicenses any such sublicensee become payable directly to Rice for the account of Licensee; provided however, that Rice shall remit to Licensee the amount by which such payments exceed the amounts owed by Licensee to Rice. d) Each sublicense shall include the following provisions for the benefit of Rice, substantially similar to those of the same title in connection with contract manufacturingthis Agreement: Section 6 (Confidentiality) Sections 7.1, contract research and development7.5, 7.6, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance 7.7 (Infringement and Litigation) Section 8 (Disclaimer of Purchaser’s exercise Warranty; Limitation of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement).Liability; Indemnification

Sublicensing. Prior Licensee shall have no right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses or rights granted to Purchaser Licensee under this AgreementSection 2.1, without Reliant’s prior written consentSection 2.2 or Section 2.3, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Dateexcept as expressly permitted by, and subject in accordance with, this Section 2.4. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee. (a) Upon execution and conditions delivery to Licensor of this Agreementa sublicensing agreement in the form set forth in Attachment E, Purchaser Licensee may sublicense or assign any grant sublicenses, solely within the scope of the licenses granted in Section 2.1, Section 2.2 or Section 2.3, as applicable, solely to Purchaser under this Agreement to one or more third parties; providedany wholly-owned Subsidiary of Licensee that is not then a Sublicensee, howeverand upon such grant, that Reliant’s prior written consent such wholly-owned Subsidiary shall be required for any sublicense or deemed a “Sublicensee.” Licensee shall deliver such sublicensing agreement to Licensor within sixty (unless otherwise permitted by Section 10.1 60) days of the Effective Date with respect to the sale of substantially all sublicenses granted pursuant to this Section 2.4(a) as of the stock Effective Date or assets within such sixty (60) day period. (b) Upon execution and delivery to Licensor of an agreement with an applicable Third Party that contains the sublicensing language set forth in Attachment F, Licensee may grant non-exclusive, non-transferable, non-sublicensable sublicenses, solely within the scope of the Purchaser licenses granted in Section 2.1, Section 2.2 or any mergerSection 2.3, consolidation or similar transaction involving Purchaser) assignment as applicable, solely to dealers, down-packers and customers of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only Licensee who are in the event and for so long as Reliant is unable to obtain any consent business of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreementselling an applicable Licensed Product, and Purchaser shall remain primarily liable and shall be responsible solely for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses use in connection with contract manufacturing, contract research and developmentthe resale of such applicable Licensed Product, and similar arrangements under which Purchaser engages third parties upon such grant, such dealer or customer shall be deemed a “Sublicensee.” Licensee shall deliver such sublicensing agreement to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder Licensor within sixty (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu 60) days of the Purchaser (including, without limitation, Effective Date with respect to sublicenses granted pursuant to a co-promotion this Section 2.4(b) as of the Effective Date or similar arrangement)within such sixty (60) day period.

Sublicensing. Prior to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not 6.1 LICENSEE may sublicense any or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets rights licensed hereunder, excluding the right to sublicense further unless prior written consent has been received by LICENSEE from UNIVERSITY, provided that LICENSEE notifies UNIVERSITY in writing and provides UNIVERSITY with a copy of each sublicense agreement and each amendment thereto within thirty (30) days after their execution. 6.2 If LICENSEE receives any non-cash consideration from a sublicensee in lieu of cash payments for any sublicense under this LICENSE AGREEMENT, LICENSEE shall use good faith efforts to establish the Purchaser or any mergerfair market value of such consideration and pay to UNIVERSITY royalties on such consideration within thirty (30) days of receipt of each such non-cash consideration. 6.3 LICENSEE shall require that all sublicense agreements be consistent with the terms, consolidation or similar transaction involving Purchaser) assign any conditions and limitations of the licenses granted to Purchaser LICENSEE under this AgreementLICENSE AGREEMENT. In addition, without ReliantLICENSEE’S sublicense agreements shall (i) require sublicensee to meet due diligence milestones, if any such milestones are specifically applicable to sublicensees, pursuant to Article 5, (ii) exclude the right of sublicensees to sublicense further pursuant to Section 6.1, absent UNIVERSITY’s prior written consent, (iii) include the sublicensee’s acknowledgment of the disclaimer of warranty and limitation on UNIVERSITY’s liability, pursuant to Article 10, and (iv) stipulate that any LICENSED PRODUCTS used or sold in the United States shall be substantially manufactured in the United States if and as required by 35 U.S.C. § 204, as specified in Section 12.6. Notwithstanding anything to the contrary contained in this Section 6.3, the requirements of the foregoing clauses (i) through (iv) shall not apply in the case of any trial or similar sublicense granted by LICENSEE solely for the purpose of determining the suitability of any INVENTIONS for a potential development, manufacturing commercialization or other business relationship. For avoidance of doubt, the granting of any such trial or similar sublicense in and of itself does not constitute an election to negotiate under Section 6.7. 6.4 Upon execution of each sublicense agreement, LICENSEE agrees to use its commercially reasonable efforts to enforce each sublicensee’s compliance with each such sublicense agreement, and LICENSEE shall terminate any sublicense agreement if the sublicensee is in material breach of the sublicense agreement and fails to cure such breach within sixty (60) days of LICENSEE’s discovery of such breach. Material breach by a sublicense shall include, but not be limited to, (i) failure to submit to LICENSEE an accurate report of NET SALES and (ii) failure to pay LICENSEE amounts due and owed under the sublicense agreement on the dates such payments are due. 6.5 Any sublicense granted in accordance with this LICENSE AGREEMENT prior to termination or expiration of this LICENSE AGREEMENT shall survive any such termination or expiration. LICENSEE shall cause every sublicense agreement to provide LICENSEE the right to assign its rights under the sublicense to UNIVERSITY in the event that this LICENSE Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. AGREEMENT terminates, which may assignment shall be granted or withheld accepted by UNIVERSITY in Reliant’s sole discretion. From and after writing within thirty (30) days of each such assignment. 6.6 After the fourth (4th) second anniversary of the Initial Sale DateEFFECTIVE DATE either party shall inform the other within ten (10) days of a request for a sublicense to develop a LICENSED PRODUCT in a LICENSED FIELD covered by the PATENT RIGHTS (“PROPOSED PRODUCT”) made by a third party (“PROSPECTIVE SUBLICENSEE”). If LICENSEE is not then developing, producing, or using a LICENSED PRODUCT in the same LICENSED FIELD as the PROPOSED PRODUCT, and subject the development or sublicensing of such a LICENSED PRODUCT is not within LICENSEE ‘s business plans or activities, LICENSEE shall elect one of the following options within sixty (60) days of receipt of notice from UNIVERSITY that they desire LICENSEE to negotiate with the PROSPECTIVE SUBLICENSEE for the purpose of granting a sublicense under the PATENT RIGHTS to develop and commercialize the PROPOSED PRODUCT: (a) provide UNIVERSITY with written notice, in the form of a reasonable business development plan, that LICENSEE (i) has initiated a development program to commercialize the PROPOSED PRODUCT, or (ii) intends to initiate a development program within eighteen (18) months of the date of said written notice. (b) begin good faith negotiations with the PROSPECTIVE SUBLICENSEE; or (c) grant back to UNIVERSITY their rights to the terms PATENT RIGHTS under this LICENSE AGREEMENT in the LICENSED FIELD in which such PROPOSED PRODUCT would infringe the PATENT RIGHTS. 6.7 If LICENSEE elects to negotiate with the PROSPECTIVE SUBLICENSEE for a sublicense to develop and conditions commercialize the PROPOSED PRODUCT as provided for in Section 6.6(b), LICENSEE shall make a good faith effort to complete negotiations with the PROSPECTIVE SUBLICENSEE within one hundred and eighty (180) days from the date on which it began negotiations. This one hundred and eighty (180) day period may be extended by UNIVERSITY upon documentation provided to UNIVERSITY by LICENSEE that such extension is reasonable in view of the circumstances. For the purposes of this AgreementSection, Purchaser may LICENSEE will have made a good faith effort to complete negotiations if it has offered a sublicense or assign any to the PROSPECTIVE SUBLICENSEE the terms of which include (i) reasonable financial terms taking into account the licenses granted field in which the sublicense is being offered and LICENSEE’s obligations to Purchaser UNIVERSITY pursuant to this LICENSE AGREEMENT; (ii) minimum performance requirements which would not be unreasonably burdensome upon the PROSPECTIVE SUBLICENSEE; and (iii) non-financial terms which are consistent with LICENSEE ‘s obligations to UNIVERSITY pursuant to this LICENSE AGREEMENT. In the event that LICENSEE shall fail to make a good faith effort as required by this Section, LICENSEE shall immediately grant back to UNIVERSITY their rights under this Agreement LICENSE AGREEMENT to one or more third partiessuch PROPOSED PRODUCT and such failure by LICENSEE shall not constitute a breach for which this LICENSE AGREEMENT may be terminated as provided for in Article 7; provided, however, that Reliantif after LICENSEE’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 good faith efforts to negotiate such sublicense, LICENSEE and PROSPECTIVE Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the sale of substantially all Securities and Exchange Commission pursuant to Rule 24b-2 of the stock or assets Securities Exchange Act of 1934, as amended. SUBLICENSEE nevertheless fail to consummate any sublicensing transaction, LICENSEE shall retain all UNIVERSITY PATENT RIGHTS and UNIVERSITY TECHNOLOGY to such PROPOSED PRODUCT and shall not be deemed to have breached the LICENSE AGREEMENT. 6.8 Notwithstanding anything to the contrary contained in Article 3 and Article 6 of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of AGREEMENT and without altering the license and sublicense rights granted under in Article 2, the parties agree that Section 2.6(a)(iii3.4 and Article 6 shall not apply to sublicenses relating to research and/or development activities including any sublicense related to, for example, the transfer of materials (including samples), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement research, testing, teaching, or development purposes (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement“RESEARCH AND DEVELOPMENT ACTIVITIES”).

Sublicensing. Prior 2.5.1 Licensee may grant sublicenses (through multiple tiers) under the Licensed Patents and under any license granted to the fourth (4th) anniversary Licensed Biological Materials pursuant to the SRA consistent with and subordinate to the terms of this Agreement and, in the Initial Sale Datecase of Licensed Biological Materials, Purchaser subject to a written material transfer agreement. Licensee shall be responsible and liable for its Affiliates’ and Sublicensees’ compliance with this Agreement, and for promptly collecting all amounts due to Licensee from its Affiliates and Sublicensees. Licensee’s sublicenses shall not include any terms inconsistent with the terms of this Agreement, and shall include protection for Licensor in terms of limiting Licensor’s liability, disclaiming Licensor’s warranties, protecting Licensor’s intellectual property and proprietary rights; and indemnities expressly in favor of Licensor for which Licensor shall be a third party beneficiary, all to at least the same extent as this Agreement. In the event of a conflict between this Agreement and any sublicense, this Agreement shall control. If a Sublicensee becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, Licensee, to the extent allowed under applicable law and in a timely manner, agrees to use reasonable commercial efforts to collect all consideration owed to Licensee and to have the sublicense agreement assumed or rejected by a court of proper jurisdiction as soon as reasonably possible. Licensee must deliver to Licensor a true and correct copy of each sublicense granted by Licensee and any amendment or termination thereof, which, in each case, may be redacted to remove any confidential terms not relevant to (except as permitted by Section 10.1 i) payments due to Licensor under this Agreement with respect to the sale Licensed Patents or Licensed Biological Materials or (ii) the Sublicensee’s obligations to comply with the terms of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consentwithin [***] after execution, which may amendment or termination. 2.5.2 If this Agreement is terminated pursuant to Article 5, Licensor agrees that each agreement with an existing Sublicensee in good standing at the date of termination shall remain in full force and effect and that the obligations of such Sublicensee to Licensor shall be granted or withheld those set forth in Reliant’s sole discretion. From and after the fourth (4th) anniversary this Agreement, provided, in each case, that such Sublicensee consents in writing to be bound by all of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may as further limited by its applicable sublicense or assign any agreement, if at the time of such termination the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving PurchaserSublicensee(s) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring curing that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)breach.

Sublicensing. Prior 4.1 Sorrento shall have the right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 grant Sublicenses to any party with respect to the sale of substantially rights conferred upon Sorrento under the License, provided, however, that any such Sublicense shall be subject in all of respects to the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under provisions contained in this Agreement, . Sublicensees shall not further sublicense to other than an Affiliate of Sorrento without ReliantBGN’s prior written consent, which may approval shall not be granted unreasonably withheld, conditioned or withheld delayed. 4.2 All Sublicenses shall in Reliant’s sole discretion. From all cases be for consideration, on arms’ length terms and after the fourth (4th) anniversary of the Initial Sale Date, and subject pursuant to written agreements consistent with the terms and conditions of this Agreement, Purchaser may sublicense or assign and Sorrento shall be entitled to determine the commercial terms and conditions of any such Sublicense Agreement (each such agreement, a “Sublicense Agreement”). 4.3 Sorrento shall provide BGN with a copy of the licenses granted each Sublicense Agreement promptly following its execution. 4.4 Each Sublicense Agreement shall contain, inter alia, provisions necessary to Purchaser ensure Sorrento’s ability to perform its obligations under this Agreement to one or more third parties; providedAgreement, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 including with respect to reporting requirements and audit rights. Furthermore, Each Sublicense Agreement shall contain undertakings by the sale of Sublicensee to observe and perform provisions substantially all similar to those contained in this Agreement with regard to, inter alia, confidentiality, non-assignability, liability, insurance, BGN’s proprietary rights, development and termination. 4.5 Without derogating from the above, each Sublicense Agreement should include specific provisions, whereby BGN shall have a right, at reasonable times and upon reasonable notice, to examine those records of the stock Sublicensee as may be necessary to determine the correctness or assets completeness of any payment made under this Agreement. 4.6 Upon the Purchaser or termination of this Agreement, howsoever arising, any mergerexisting Sublicense Agreement may by mutual consent of BGN and the Sublicensee remain in effect; such Sublicense Agreement shall be assigned to BGN as direct licensor. 4.7 Without derogating from the provisions of this Section 4 above, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event it is agreed that Sorrento will be responsible vis-à-vis BGN for its obligations hereunder and for so long as Reliant is unable to obtain any consent the performance of Lilly required under the Lilly Agreement (which Reliant its Sublicensees consistent with all relevant provisions of this Agreement, and Sorrento shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring ensure that any permitted sublicensees and/or assignees its Sublicensees comply with the Sublicense Agreement as it relates to Sorrento’s obligations under all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms relevant provisions of this Agreement. Notwithstanding Accordingly, any act or omission by any Sublicensee, which are not remedied within 60 (sixty) days from the foregoing, Purchaser shall at all times have the right date of receipt of written notice by BGN to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance Sorrento of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser act/omission (including, without limitationif necessary the termination of such Sublicense Agreement) and which would have constituted a breach of this Agreement by Sorrento had it been the act/omission of Sorrento, pursuant to shall constitute a co-promotion or similar arrangement)breach of this Agreement by Sorrento unless Sorrento has terminated the relevant Sublicense Agreement.

Sublicensing. Prior Wyeth may grant to the fourth (4th) anniversary one or more Third Parties sublicenses of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses rights granted to Purchaser it under this Agreement, without Reliant’s prior Section 2.1 hereof at any time; provided that Wyeth shall execute a written consent, which may agreement with each such sublicensee and shall comply with the following: Each such sublicense (a) shall be granted or withheld in Reliant’s sole discretion. From subject and after the fourth (4th) anniversary of the Initial Sale Datesubordinate to, and subject to consistent with, the terms and conditions of this Agreement, Purchaser may sublicense (b) shall not in any way diminish, reduce or assign eliminate any of the licenses granted to Purchaser Wyeth’s obligations under this Agreement Agreement, (c) shall require each such sublicensee to one comply with all applicable terms of this Agreement, including to keep books and records, and permit Wyeth to audit (either directly or more third parties; providedthrough an independent auditor) such books and records, howeverand (d) shall provide that any such sublicensee shall not further sublicense except on terms consistent with this Section 2.4. Wyeth shall provide Trubion with a copy of each such sublicense agreement within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential, non-Licensed Product-related information and financial information (other than such financial information that Reliantis necessary for assessing the obligations to Trubion under this Agreement). Upon Trubion’s prior written consent request and at Trubion’s expense, Wyeth shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect exercise its right to conduct an audit of a sublicensee’s books and records pertaining to the sale of substantially all a Licensed Product under any such sublicense agreement at the next time that conducting such an audit is permissible under such sublicense agreement. Wyeth shall provide Trubion with a copy of the stock or assets report of the Purchaser findings made in any such audit. If such audit reveals that such sublicensee has understated its Net Sales by ten percent (10%) or any mergermore, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and Wyeth shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms the costs of the audit. Wyeth shall remain responsible for its obligations hereunder and conditions. Any such sublicense shall immediately terminate in for the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser sublicensees (including, without limitation, pursuant to making all payments due Trubion by reason of any Net Sales of Licensed Products), and shall ensure that any such sublicensees comply with all relevant provisions of this Agreement. In the event of any uncured material breach by any sublicensee under a co-promotion or similar arrangement)sublicense agreement that would constitute a breach of Wyeth’s obligations under this Agreement, Wyeth will promptly inform Trubion in writing and shall take such action which in Wyeth’s reasonable business judgment will address such default; provided, however, any such uncured material breach by such sublicensee of an obligation that would constitute a breach of Wyeth’s obligations under this Agreement shall be deemed an uncured material breach of Wyeth hereunder unless Wyeth cures such material breach within the time provided under Section 9.5 hereof.

Sublicensing. Prior Licensee shall have the right to the fourth grant sublicenses or to assign (4thsubject to Section 13.11) anniversary of the Initial Sale Date, Purchaser shall not sublicense any or (except as permitted by Section 10.1 with respect to the sale of substantially all of the rights granted hereunder to (a) public companies listed on the NYSE, NYSE MKT, NYSE Arca or NASDAQ stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaserexchanges; (b) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld private companies having at least $25 million in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third partiesannual sales; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted c) entities which have been approved in writing by Section 10.1 with respect CSMC (such consent not to the sale of substantially all of the stock or assets of the Purchaser or any mergerbe unreasonably withheld) (each, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii“Permitted Sublicensee”), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser Permitted Sublicensee shall be subject in all respects to the same terms and conditions provisions contained in this Agreement, Agreement and Purchaser shall Licensee will remain primarily liable to CSMC for, and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with monitoring and enforcing, performance of all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and Licensee’s obligations hereunder by any such assigned license Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall terminate be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the event such license grant terminates pursuant to the terms applicable provisions of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a cocopy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-promotion or similar arrangement)party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Prior Licensee shall have the right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense grant sublicenses or (except as permitted by Section 10.1 with respect to the sale of substantially assign any or all of the stock or assets of the Purchaser or any mergerrights granted hereunder only to an entity which has been approved in writing by CSMC (each, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii" Permitted Sublicensee"), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant approval shall use commercially reasonable efforts to obtain) to permit such sublicense not be unreasonably withheld or assignmentdelayed. Any such permitted sublicense or assignment granted by Purchaser Permitted Sublicensee shall be subject in all respects to the same terms and conditions provisions contained in this Agreement, Agreement and Purchaser shall Licensee will remain primarily liable to CSMC for, and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with monitoring and enforcing, performance of all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and Licensee' s obligations hereunder by any such assigned license Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Pe1mitted Sublicensee shall terminate be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the event such license grant terminates pursuant to the terms applicable provisions of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant those pertaining to the use of CSMC's name and marks, indemnification of CSMC and the use of CSMC's Confidential Information. Permitted Sublicensees may not further sublicense without CSMC's prior written consent, which consent shall not be unreasonably withheld or delayed. Licensee shall promptly forward to CSMC a cocopy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees ' profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Pe1mitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC's name and marks, the indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third- party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement. (a) Royalty-promotion Free Sublicenses. If, and only if, Licensee pays all royalties due CSMC from a Permitted Sublicensee's Net Sales, Licensee may grant that Permitted Sublicensee a royalty-free or similar arrangement)non-cash sublicense or cross-license.

Sublicensing. Prior Licensee shall have the right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense grant sublicenses or (except as permitted by Section 10.1 with respect to the sale of substantially assign any or all of the stock or assets of the Purchaser or any mergerrights granted hereunder only to an entity which has been approved in writing by CSMC (each, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii"Permitted Sublicensee"), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant approval shall use commercially reasonable efforts to obtain) to permit such sublicense not be unreasonably withheld or assignmentdelayed. Any such permitted sublicense or assignment granted by Purchaser Permitted Sublicensee shall be subject in all respects to the same terms and conditions provisions contained in this Agreement, Agreement and Purchaser shall Licensee will remain primarily liable to CSMC for, and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with monitoring and enforcing, performance of all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and Licensee' s ob ligations hereunder by any such assigned license Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Pe1mitted Sublicensee shall terminate be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the event such license grant terminates pursuant to the terms applicable provisions of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant those pertaining to the use of CSMC's name and marks, indemnification of CSMC and the use of CSMC's Confidential Information. Permitted Sublicensees may not further sublicense without CSMC's prior written consent, which consent shall not be unreasonably withheld or delayed. Licensee shall promptly forward to CSMC a co-promotion copy of any and all fully executed sublicense agreements, any subsequent amendments , and all copies of Permitted Sublicensees ' profit sharing or similar arrangement)royalty reports, in no event more than thirty days (30) following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Pe1mitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC's name and marks, the indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third- party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Prior Unless otherwise expressly stated herein, In no event is licensee authorized to the fourth (4thsublicense Licensed Invention(s) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any mergerproduct, consolidation process or similar transaction involving Purchaser) assign any of service derived therefrom for other than cash, such as in the licenses granted to Purchaser under this Agreementcross license, without Reliant’s prior written consentobtaining authorization from the LICENSOR, which authorization may be granted or withheld in Reliant’s sole discretionwithheld. From LICENSEE shall notify LICENSOR of any sublicenses LICENSEE may grant hereunder and after the fourth (4th) anniversary furnish LICENSOR a true and correct copy of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense and any modifications or assignmentterminations thereof within thirty (30) days of such actions after authorization from LICENSOR. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and LICENSEE shall be responsible for ensuring the operations of all its sublicensees and associates as if such operations were carried out by LICENSEE, including the payment of royalties, whether or not paid to LICENSEE by its sublicensees and associates. All sublicensees shall be advised that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense LICENSOR shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses terminate the sublicense immediately, in connection with contract manufacturingits sole discretion, contract research and developmentupon the termination of this Agreement for any reason, and similar arrangements that all rights granted under which Purchaser engages third parties a sublicense issued by LICENSEE shall revert immediately to perform services for Purchaser LICENSOR upon termination of the sublicense unless LICENSOR notifies a particular sublicense that it desires to continue its sublicense. In such an instance, sublicensee shall advise LICENSOR, in furtherance of Purchaser’s exercise writing, within two weeks of its rights receipt of notice whether it accepts said sublicense. This Agreement does not convey and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right be construed to engage convey to LICENSEE, or any contract sales organization sublicensees, any right, title to or ownership in Licensed Inventions or Products, Processes or Services derived therefrom, National Textile University Patent Rights, other third party to perform any such Detailing requirements than that specified in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)this Agreement.

Sublicensing. Prior The Company shall have no right to sublicense the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, Licensed Marks without ReliantParent’s prior written consentapproval, which approval shall not be unreasonably withheld, conditioned or delayed, except that the Company may be granted or withheld in Reliant’s sole discretion. From and after sublicense the fourth (4th) anniversary Licensed Marks to a member of the Initial Sale DateCompany Group (each, and subject a “Sublicensee”) without requiring Parent’s prior written approval. Any Sublicensee shall have no right to further sublicense such right except to another member of the Company Group. The Company shall (i) be responsible for ensuring that each Sublicensee shall be in strict compliance with the terms and conditions of this Agreement, Purchaser may and (ii) assume all responsibilities for any breach of any terms or conditions of this Agreement by each Sublicensee and for any acts and omissions of each Sublicensee relating to the Licensed Marks. Any sublicense or assign granted to any entity that ceases to be a member of the licenses granted to Purchaser Company Group during the Term of this Agreement shall terminate immediately upon such cessation unless Parent and the Company agree otherwise. The parties hereto acknowledge that, for the avoidance of doubt, any Subsidiary of the Company formed or acquired after the Effective Date that is not a Subsidiary of the Company on the Effective Date may become a Sublicensee of the Company under this Agreement Agreement. In the event that such Subsidiary has a contract with an Affiliate of Parent for the licensing of certain or all of the Licensed Marks and such contract is not terminated at the time of the acquisition of the Subsidiary by the Company Group, (i) the parties to one or more third parties; provided, however, that Reliant’s prior written consent such contract shall be required for any sublicense or (unless otherwise permitted by Section 10.1 terminate such contract with respect to the sale of substantially all of Licensed Marks and (ii) the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant Subsidiary shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects automatically become a Sublicensee with respect to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring Licensed Marks that any permitted sublicensees and/or assignees comply with all are expressly covered by the scope of such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)contract.

Sublicensing. Prior Company shall have the right to sublicense, through multiple tiers, the fourth rights licensed to Company hereunder, provided that: (4tha) anniversary Any and all Sublicenses shall be in writing (and Company shall provide a copy of all such Sublicenses to Flagship upon execution) and consistent with the Initial Sale Dateterms of this Agreement (including an assignment of Foundational IP to Company, Purchaser with a right of further transfer to Flagship, consistent with Section 2.1 and reversion rights consistent with Section 2.7). (b) Company shall notify Flagship in writing of any proposed grant of a Sublicense and provide to Flagship a copy of any proposed Sublicense at least [***] Business Days prior to execution thereof for review and comment by Flagship, which comments Company shall not sublicense unreasonably refuse to incorporate therein. Company hereby agrees to remain fully liable under this Agreement to Flagship for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. (except as permitted by c) Company shall enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Company of its obligations hereunder to exercise its Commercially Reasonable Efforts pursuant to Section 10.1 with respect 3.1, directly or through a Sublicensee, to the sale Develop and Commercialize Licensed Products, nor relieve Company of substantially its obligations to pay Flagship any and all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser royalties and other payments due under this Agreement. (d) Such Sublicensees shall have the right to grant further sublicenses to Third Parties of same or lesser scope as its sublicense from Company under the licenses contained in Section 2.2, without Reliant’s prior written consent, which may provided that such further Sublicenses shall be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, accordance with and subject to all of the terms and conditions of this AgreementSection 2.3 (i.e., Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser Sublicensee shall be subject to this Section 2.3 in all respects the same manner and to the same terms and conditions contained in this Agreementextent as Company). For clarity, and Purchaser shall remain primarily liable and shall be responsible for ensuring that any Entity to whom a Sublicensee grants a sublicense as permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to by the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant be deemed to the terms be a Sublicensee for purposes of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement).

Sublicensing. Prior Licensee shall have the right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense giant sublicenses or (except as permitted by Section 10.1 with respect to the sale of substantially assign any or all of the stock rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or assets bio-diagnostic company which is generally recognized in such industries and which, at the time of the Purchaser or any mergersublicense, consolidation or similar transaction involving Purchaseris in good standing and has a market capitalization of over $100,000,000; and (c) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, an entity which may be granted or withheld has been approved in Reliant’s sole discretion. From and after the fourth writing by CSMC (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third partieson behalf Licensors); provided, howeverthat such approval shall not be unreasonably withheld; provided, further, that Reliantthe Licensee shall request consent from CSMC by submitting a written request to CSMC’s prior written consent Technology Transfer Office by electronic mail at C▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be required referred to as a “Permitted Sublicensee”. In the event CSMC denies a requested sublicense, Licensee shall have the right to petition CSMC in writing for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all reconsideration of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaserdenial within thirty (30) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignmentdays. Any such permitted sublicense or assignment granted by Purchaser Permitted Sublicensee shall be subject in all respects to the same terms and conditions provisions contained in this Agreement, Agreement and Purchaser shall Licensee will remain primarily liable for, and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms best of this Agreement Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such assigned license Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall terminate be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the event such license grant terminates pursuant to the terms applicable provisions of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant those pertaining to the use of the Licensors’ names and marks, indemnification of Licensors and the use of Licensors’ Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent (on behalf of licensors), which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC (on behalf of Licensors) a co-promotion copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or similar arrangement)royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC (on behalf of Licensors) reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof. Licensee shall provide copies of all audit reports to CSMC (on behalf of Licensors) on a timely basis. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Prior Licensee shall have the right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense grant sublicenses or (except as permitted by Section 10.1 with respect to the sale of substantially assign any or all of the stock rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or assets bio-diagnostic company which is generally recognized in such industries and which, at the time of the Purchaser or any mergersublicense, consolidation or similar transaction involving Purchaseris in good standing and has a market capitalization of over $100,000,000; and (c) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, an entity which may be granted or withheld has been approved in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third partieswriting by CSMC; provided, howeverthat such approval shall not be unreasonably withheld; provided, further, that Reliantthe Licensee shall request consent from CSMC by submitting a written request to CSMC’s prior written consent Technology Transfer Office by electronic mail at C▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be required referred to as a “Permitted Sublicensee”. In the event CSMC denies a requested sublicense. Licensee shall have the right to petition CSMC in writing for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all reconsideration of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaserdenial within thirty (30) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignmentdays. Any such permitted sublicense or assignment granted by Purchaser Permitted Sublicensee shall be subject in all respects to the same terms and conditions provisions contained in this Agreement, Agreement and Purchaser shall Licensee will remain primarily liable to CSMC for, and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms best of this Agreement Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such assigned license Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall terminate be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the event such license grant terminates pursuant to the terms applicable provisions of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a co-promotion copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or similar arrangement)royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof. Licensee shall provide copies of all audit reports to CSMC on a timely basis. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Prior Licensee shall have the right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense grant sublicenses or (except as permitted by Section 10.1 with respect to the sale of substantially assign any or all of the stock rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or assets bio-diagnostic company which is generally recognized in such industries and which, at the time of the Purchaser or any mergersublicense, consolidation or similar transaction involving Purchaseris in good standing and has a market capitalization of over $100,000,000; and (c) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, an entity which may be granted or withheld has been approved in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third partieswriting by CSMC; provided, howeverthat such approval shall not be unreasonably withheld; provided, further, that Reliantthe Licensee shall request consent from CSMC by submitting a written request to CSMC’s prior written consent Technology Transfer Office by electronic mail at C▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be required referred to as a “Permitted Sublicensee”. In the event CSMC denies a requested sublicense, Licensee shall have the right to petition CSMC in writing for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all reconsideration of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaserdenial within thirty (30) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignmentdays. Any such permitted sublicense or assignment granted by Purchaser Permitted Sublicensee shall be subject in all respects to the same terms and conditions provisions contained in this Agreement, Agreement and Purchaser shall Licensee will remain primarily liable to CSMC for, and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms best of this Agreement Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such assigned license Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall terminate be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the event such license grant terminates pursuant to the terms applicable provisions of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a co-promotion copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or similar arrangement)royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Prior 6.1 The Licensee shall have the right to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 grant sublicenses with respect to the sale of substantially all of Technology without the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect of the University; PROVIDED THAT prior to the sale Licensee granting a sublicense, the Licensee shall provide the University written notice of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant sublicense that are relevant to the University to determine if the terms of the sublicense violate the terms of this Agreement. Notwithstanding If such sublicense violates any terms of this Agreement, then the foregoingUniversity shall provide a written notice to the Licensee that outlines the manner in which such sublicense allegedly violates the terms of this Agreement (the "Sublicense Notice"). Upon receipt of the Sublicense Notice, Purchaser the Licensee shall have 90 days to cure such default. If at all times the expiry of the 90 days the default has not been cured, then the University shall be able to refer such matter to arbitration for resolution pursuant to Section 19.2. 6.2 Any sublicense granted by the Licensee shall be personal to the Sublicensee and shall not be assignable or further sublicensable without the prior written consent of the University, such consent not to be unreasonably withheld. Such sublicenses shall contain covenants by the Sublicensee to observe and perform similar terms and conditions to those in this Agreement. 6.3 The Licensee shall furnish the University with a copy of each sublicense granted within 30 days after execution of same. 6.4 Research collaborations, partnerships, joint ventures, joint development agreements, joint marketing agreements, or other arrangements with a third party for the development, testing, and/or test marketing of Products shall not be considered sublicense arrangements subject to any royalty payments that are required to be made pursuant to Section 5.1 herein; provided that if any such arrangements result in Net Sales of Products, then the Licensee shall be required to make the royalty payments required by Section 5.1 herein. 6.5 All sublicenses under this Agreement shall provide that, upon termination of this Agreement under Section 15, the sublicense shall also terminate. Upon termination of the license for any reason, any Sublicensee not then in default shall have the right to grant sublicenses seek a license from the University. The University shall respond to such requests in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)good faith.

Sublicensing. Prior to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not 6.1 LICENSEE may sublicense any or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets rights licensed hereunder, excluding the right to sublicense further unless prior written consent has been received by LICENSEE from UNIVERSITY, provided that LICENSEE notifies UNIVERSITY in writing and provides UNIVERSITY with a copy of each sublicense agreement and each amendment thereto within thirty (30) days after their execution. 6.2 If LICENSEE receives any non-cash consideration from a sublicensee in lieu of cash payments for any sublicense under this LICENSE AGREEMENT, LICENSEE shall use good faith efforts to establish the Purchaser or any mergerfair market value of such consideration and pay to UNIVERSITY royalties on such consideration within thirty (30) days of receipt of each such non-cash consideration. 6.3 LICENSEE shall require that all sublicense agreements be consistent with the terms, consolidation or similar transaction involving Purchaser) assign any conditions and limitations of the licenses granted to Purchaser LICENSEE under this AgreementLICENSE AGREEMENT. In addition, without ReliantLICENSEE’S sublicense agreements shall (i) require sublicensee to meet due diligence milestones, if any such milestones are specifically applicable to sublicensees, pursuant to Article 5, (ii) exclude the right of sublicensees to sublicense further pursuant to Section 6.1, absent UNIVERSITY’s prior written consent, (iii) include the sublicensee’s acknowledgment of the disclaimer of warranty and limitation on UNIVERSITY’s liability, pursuant to Article 10, and (iv) stipulate that any LICENSED PRODUCTS used or sold in the United States shall be substantially manufactured in the United States if and as required by 35 U.S.C. § 204, as specified in Section 12.6. Notwithstanding anything to the contrary contained in this Section 6.3, the requirements of the foregoing clauses (i) through (iv) shall not apply in the case of any trial or similar sublicense granted by LICENSEE solely for the purpose of determining the suitability of any INVENTIONS for a potential development, manufacturing commercialization or other business relationship. For avoidance of doubt, the granting of any such trial or similar sublicense in and of itself does not constitute an election to negotiate under Section 6.7. 6.4 Upon execution of each sublicense agreement, LICENSEE agrees to use its commercially reasonable efforts to enforce each sublicensee’s compliance with each such sublicense agreement, and LICENSEE shall terminate any sublicense agreement if the sublicensee is in material breach of the sublicense agreement and fails to cure such breach within sixty (60) days of LICENSEE’s discovery of such breach. Material breach by a sublicense shall include, but not be limited to, (i) failure to submit to LICENSEE an accurate report of NET SALES and (ii) failure to pay LICENSEE amounts due and owed under the sublicense agreement on the dates such payments are due. 6.5 Any sublicense granted in accordance with this LICENSE AGREEMENT prior to termination or expiration of this LICENSE AGREEMENT shall survive any such termination or expiration. LICENSEE shall cause every sublicense agreement to provide LICENSEE the right to assign its rights under the sublicense to UNIVERSITY in the event that this LICENSE Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. AGREEMENT terminates, which may assignment shall be granted or withheld accepted by UNIVERSITY in Reliant’s sole discretion. From and after writing within thirty (30) days of each such assignment. 6.6 After the fourth (4th) [***]anniversary of the Initial Sale DateEFFECTIVE DATE either party shall inform the other within [***] ([***])[***] of a request for a sublicense to develop a LICENSED PRODUCT in a LICENSED FIELD covered by the PATENT RIGHTS (“PROPOSED PRODUCT”) made by a third party (“PROSPECTIVE SUBLICENSEE”). If LICENSEE is not then developing, producing, or using a LICENSED PRODUCT in the same LICENSED FIELD as the PROPOSED PRODUCT, and subject the development or sublicensing of such a LICENSED PRODUCT is not within LICENSEE ‘s business plans or activities, LICENSEE shall elect one of the following options within [***] ([***])[***] of receipt of notice from UNIVERSITY that they desire LICENSEE to negotiate with the PROSPECTIVE SUBLICENSEE for the purpose of granting a sublicense under the PATENT RIGHTS to develop and commercialize the PROPOSED PRODUCT: (a) provide UNIVERSITY with written notice, in the form of a reasonable business development plan, that LICENSEE (i) has initiated a development program to commercialize the PROPOSED PRODUCT, or (ii) intends to initiate a development program within eighteen (18) months of the date of said written notice. (b) begin good faith negotiations with the PROSPECTIVE SUBLICENSEE; or (c) grant back to UNIVERSITY their rights to the terms PATENT RIGHTS under this LICENSE AGREEMENT in the LICENSED FIELD in which such PROPOSED PRODUCT would infringe the PATENT RIGHTS. 6.7 If LICENSEE elects to negotiate with the PROSPECTIVE SUBLICENSEE for a sublicense to develop and conditions commercialize the PROPOSED PRODUCT as provided for in Section 6.6(b), LICENSEE shall make a good faith effort to complete negotiations with the PROSPECTIVE SUBLICENSEE within [***] ([***])[***] from the date on which it began negotiations. This [***] ([***])[***] period may be extended by UNIVERSITY upon documentation provided to UNIVERSITY by LICENSEE that such extension is reasonable in view of the circumstances. For the purposes of this AgreementSection, Purchaser may LICENSEE will have made a good faith effort to complete negotiations if it has offered a sublicense or assign any to the PROSPECTIVE SUBLICENSEE the terms of which include (i) reasonable financial terms taking into account the licenses granted field in which the sublicense is being offered and LICENSEE’s obligations to Purchaser UNIVERSITY pursuant to this LICENSE AGREEMENT; (ii) minimum performance requirements which would not be unreasonably burdensome upon the PROSPECTIVE SUBLICENSEE; and (iii) non-financial terms which are consistent with LICENSEE ‘s obligations to UNIVERSITY pursuant to this LICENSE AGREEMENT. In the event that LICENSEE shall fail to make a good faith effort as required by this Section, LICENSEE shall immediately grant back to UNIVERSITY their rights under this Agreement LICENSE AGREEMENT to one or more third partiessuch PROPOSED PRODUCT and such failure by LICENSEE shall not constitute a breach for which this LICENSE AGREEMENT may be terminated as provided for in Article 7; provided, however, that Reliantif after LICENSEE’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 good faith efforts to negotiate such sublicense, LICENSEE and PROSPECTIVE Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the sale of substantially all Securities and Exchange Commission pursuant to Rule 24b-2 of the stock or assets Securities Exchange Act of 1934, as amended. SUBLICENSEE nevertheless fail to consummate any sublicensing transaction, LICENSEE shall retain all UNIVERSITY PATENT RIGHTS and UNIVERSITY TECHNOLOGY to such PROPOSED PRODUCT and shall not be deemed to have breached the LICENSE AGREEMENT. 6.8 Notwithstanding anything to the contrary contained in Article 3 and Article 6 of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of AGREEMENT and without altering the license and sublicense rights granted under in Article 2, the parties agree that Section 2.6(a)(iii3.4 and Article 6 shall not apply to sublicenses relating to research and/or development activities including any sublicense related to, for example, the transfer of materials (including samples), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement research, testing, teaching, or development purposes (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement“RESEARCH AND DEVELOPMENT ACTIVITIES”).

Sublicensing. Prior 4.1 LICENSEE shall have the right to the fourth (4th) anniversary sublicense all or any part of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the rights and licenses granted herein for such periods of time as LICENSEE deems in its best interest and sublicensees shall have the right to Purchaser under this Agreementfurther sublicense the same, without Reliant’s prior written consent, which may Any sublicense granted by LICENSEE or its sublicensee shall be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of 'this Agreement and shall contain an express provision to that effect, No sublicense shall relieve LICENSEE of any of LICENSEE'S obligations under this Agreement unless UNIVERSITY consents in writing to such release. 4.2 At the time of granting any sublicense, LICENSEE shall provide UNIVERSITY a signed photocopy of LICENSEE'S written agreement with the sublicensee, and LICENSEE promptly shall upon request by UNIVERSITY furnish UNIVERSITY with copies of all accounting and notices between LICENSEE and such sublicensee during the entire life of the sublicense. 4.3 In the event the rights and licenses granted herein are terminated in accordance with this Agreement, Purchaser may LICENSEE immediately shall assign to UNIVERSITY any and all sublicenses and sublicensees immediately shall begin paying all monies or other consideration due LICENSEE under the sublicense or assign any of the licenses granted to Purchaser under UNIVERSITY upon notice to such sublicensees from UNIVERSITY and LICENSEE shall include a provision to this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for effect in any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject LICENSEE. 4.4 If LICENSEE grants a sublicense to any third party owned, in all respects to the same terms and conditions contained whole or in this Agreementpart, and Purchaser shall remain primarily liable and shall be responsible for ensuring that by LICENSEE, or owned, in whole or in part, by an entity which owns LICENSEE, in whole or in part, then any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate be on terms such that UNIVERSITY receives the ROYALTY, as provided in Article 5 below, or the event the license grant under which such sublicense SUBLICENSE ROYALTY, whichever is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to a co-promotion or similar arrangement)greater.

Sublicensing. Prior Licensee shall have the right to the fourth grant sublicenses, through multiple tiers of sublicensees, under its rights in Patent Rights and Technical Information in accordance with this Section 2.2 (4th) anniversary of the Initial Sale Dateeach, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii“Permitted Sublicensee”), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser Permitted Sublicensee shall be subject in all respects to the same terms and conditions applicable provisions contained in this Agreement, Agreement and Purchaser shall Licensee will remain primarily liable to CSMC for, and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with exercising commercially reasonable efforts in monitoring and enforcing, performance of all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and Licensee’s applicable obligations hereunder by any such assigned license Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall terminate be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the event such license grant terminates pursuant to the terms applicable provisions of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may further sublicense without CSMC’s prior written consent, subject to the foregoing requirements. Licensee shall promptly forward to CSMC a cocopy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable, provided that any of the foregoing may be redacted to protect any technical or proprietary information of any Permitted Sublicensee that is not necessary to ensure compliance with this Agreement. If Licensee shall conduct one or more royalty or payments audits concerning Products in the Territory of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-promotion or similar arrangement)party beneficiary thereof with respect to such covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.