Subcontracting. Each Party may fulfill its obligations under the Research Plan through subcontracting to a Third Party contractor or contract service organization; provided, however, that: # such Party obtains the other Party’s prior written consent to subcontract the applicable activities to the applicable Third Party, not to be unreasonably withheld or delayed; # such subcontracting shall not adversely affect its ability to fulfill its obligations under this Agreement or the other Party’s rights under this Agreement; # any such Third Party contractor to whom a Party discloses Confidential Information of the other Party shall enter into an appropriate written agreement obligating such Third Party contractor to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in ARTICLE 12; # the Party engaging such Third Party will obligate such Third Party contractor to agree in writing to assign or license (with the right to grant sublicenses) to such Party any inventions (and Patents covering such inventions) made by such Third Party contractor in performing such subcontracted activities; and # the Party engaging such subcontractor shall at all times be responsible for the performance of such Third Party contractor and shall remain primarily responsible for the fulfillment of its obligations under this Agreement even after such obligations are subcontracted to such Third Party contractor.

Subcontracting. Janssen may subcontract the performance of any Development and Commercialization activities for a Licensed Product under this Agreement to one or more Third Parties (each, a “Subcontractor”); provided, however, that: # any such Subcontractor (other than a CRO) to whom Janssen discloses Confidential Information of Fate shall enter into an appropriate written agreement obligating such Subcontractor to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in ARTICLE 12; # Janssen shall not disclose to such Subcontractor any Fate Confidential Methods without Fate’s express prior written consent, which may be withheld in Fate’s sole discretion on a case-by-case basis; # Janssen will obligate such Subcontractor (other than a CRO) to agree in writing to assign or license (with the right to grant sublicenses) to Janssen any inventions (including any Patents and Know-How covering such inventions) made by such Subcontractor in performing such activities, to the extent necessary for Janssen to # grant a license to Fate under such inventions as if such inventions were made by Janssen, and # make the assignments to Fate contemplated in [Section 11.1.2] with respect to such inventions (as if such inventions were made by Janssen); and # Janssen shall at all times be responsible for the performance of such Subcontractor and shall remain primarily responsible to Fate for the fulfillment of its obligations under this Agreement even after such activities are subcontracted to such Subcontractor.

Subcontracting. Bioeq shall be entitled to subcontract any of its obligations under this Agreement only with the prior written consent of Licensee, except that such prior written consent of Licensee shall not be required for Bioeq to subcontract to # its Affiliates or # ​, ​ and ​ and the subcontractors listed in [Schedule 16.5], provided that it shall remain liable for the performance of its obligations under this Agreement. Licensee shall be entitled to freely subcontract or delegate any of its rights or obligations under this Agreement to its Affiliates or to Third Parties, provided that # all sales of Licensed Products in the Field in the Territory continue to be made by Licensee or its Affiliates (or their wholesalers or distributors) and # Licensee shall remain liable for the performance of its obligations under this Agreement.

Subcontracting. Either Party may subcontract all or any part of its obligations under this Agreement to any third party selected by that Party. The subcontracting Party shall remain responsible for all activities assigned to each such subcontractor.

Subcontracting. GSK may engage its Affiliates or Third Party subcontractors (including distributors, contract research organizations and contract manufacturing organizations) to perform certain of its obligations under the Global Development Plan, Global Strategic Launch Plan, Joint Commercialization Plan, or otherwise in connection with its obligation to Develop, Manufacture, and Commercialize Licensed Antibodies and Licensed Products under this Agreement, provided that any such subcontractors # performing activities under the Global Development Plan will be set forth in the Global Development Plan, and # performing Commercialization activities in the Profit-Sharing Territory during the Term prior to the Cost Share End Date will be set forth in the Joint Commercialization Plan. Any Third Party subcontractor to be engaged by GSK to perform GSK’s obligations under this Agreement shall meet the qualifications typically required by GSK for the performance of work similar in scope and complexity to the subcontracted activity.

Patheon may subcontract the Manufacturing Services under a Product Agreement to any of its Affiliates, as agreed in the Product Agreement. Patheon will remain liable to Client for any breach of this Agreement or negligence by its Affiliates in the course of performing: # subcontracted Manufacturing Services under a Product Agreement; or # obligations under the Quality Agreement. Patheon may also arrange for non-Affiliate subcontractors to perform specific services arising under any Product Agreement with the prior written consent of Client (“Third Party Subcontractors”). Patheon may only subcontract to Third Party Subcontractors those obligations consented to by Client and Patheon must identify the specific Manufacturing Services to be performed by the Third Party Subcontractor prior to disclosing any identifiable information regarding Client to the proposed Third Party Subcontractor. Before the Third Party Subcontractor begins performing the identified Manufacturing Services, Patheon must enter into a binding written agreement with the Third Party Subcontractor that protects Client’s rights and interests to at least the same degree as this Agreement. Patheon will be liable to Client for the failure by any Third Party Subcontractor to perform any part of the subcontracted services in accordance with the terms and conditions of this Agreement (including the applicable Product Agreement and the Quality Agreement). But Patheon’s liability for Third Party Subcontractors will remain subject to all limitations on Patheon’s liability as set out in this Agreement. Patheon will have no liability arising from the performance of services by Third Party

Subcontracting. Either Party may subcontract any of its responsibilities under the Research Plan; provided that # any subcontractor of a Party will have the requisite expertise to conduct the relevant subcontracted responsibilities, # in the case of subcontracting by Fulcrum to a Third Party, such Third Party is approved by the JSC prior to the engagement of such Third Party subcontractor, and # any agreement between a Party or its Affiliate and a permitted subcontractor pertaining to the Research Activities will be consistent with the provisions of this Agreement, including # an obligation to assign or irrevocably exclusively license, worldwide, in all fields, all intellectual property developed in the conduct of the relevant Research Activities to the subcontracting Party, including assignments by any employee, contractor or agent of such subcontractor (other than intellectual property solely related to improvements to any such subcontractor’s background technology, which intellectual property may be non-exclusively licensed to the subcontracting Party), and # terms and conditions under which such subcontractor of a Party is obligated to preserve the confidentiality of any Confidential Information of the other Party received by such subcontractor that are at least as restrictive as those described in Article 11 (Confidentiality). The engagement by a Party of any subcontractor under this [Section 3.7] (Subcontracting) will not relieve such Party of its obligations under this Agreement, including the Research Plan, and such Party will remain responsible for all acts or omissions by such subcontractor.

Subcontracting. Coya shall have the right to engage Affiliates or Third Party subcontractors (each, a “Subcontractor”) to perform any of its activities under this Agreement; provided that # Coya shall cause any Subcontractor engaged by it to be bound by written obligations of confidentiality and non-use consistent with this Agreement prior to performing any such activities under this Agreement (provided that the scope of such confidentiality obligations shall be consistent with customary obligations for the nature of such Subcontractor), and # Coya shall remain directly responsible and obligated for such activities and shall be directly responsible for the performance of its Subcontractors.

Subcontracting. Atara shall not subcontract any parts of the Collaboration Activities to any Third Party without the prior written consent of Bayer. Bayer, however, hereby consents to Atara’s Affiliates and, solely with respect to activities that MSK is responsible for pursuant to the [[Unknown Identifier]] Plan, to MSK acting as subcontractors of Atara. In case of any written consent of Bayer, if required, to the use of a specific subcontractor for a specific activity, unless explicitly otherwise agreed, the consent will be deemed given under the condition that such contractor of the other Party enters or has entered into an agreement obligating such contractor to all confidentiality, publication and intellectual property-related provisions of this Agreement, applicable to Atara. Each Party shall be solely responsible for the supervision and direction of contractors performing activities designated as such Party’s task under the Collaboration Plan and shall be solely liable for the performance of such activities by such contractors in compliance with this Agreement. Atara will impose on any subcontractor who supplies drug product or any parts thereof sustainability obligations that are substantially equivalent to the sustainability requirements specified in the Bayer Supplier Code of Conduct, which is attached hereto as [Exhibit 3.3].6 (the “Bayer Supplier Code of Conduct”).

Subcontracting. MTEM shall have the right to subcontract its obligations under this Agreement to Third Party subcontractors (subject to BMS’ prior written consent as provided below) and Affiliates, subject to any qualifications that are set forth in an applicable Research Plan; provided that the applicable provisions of each agreement between MTEM and a Third Party subcontractor shall be materially consistent with corresponding provisions of this Agreement, including Section 8.1 and ARTICLE 12. MTEM shall not engage any Third Party subcontractor to conduct any such obligations without BMS’ prior written consent, in each case not to be unreasonably withheld, conditioned or delayed, provided that # BMS’ approval of a Research Plan that provides for certain activities to be conducted by one or more Third Party subcontractor(s) shall be deemed to constitute BMS’ consent to engage subcontractor(s) to conduct such activities (without further consent), # BMS’ consent will not be required for any activities that a Research Plan provides do not require consent, and # any Third Party subcontractor listed in a Research Plan shall be deemed to have been consented to by BMS for purposes hereof. MTEM will be responsible for the effective and timely management of, and payment, of its subcontractors, at MTEM’s sole cost and expense, subject to reimbursement by BMS pursuant to [Section 7.3]. The engagement of any subcontractor pursuant to this [Section 2.4] shall not relieve MTEM of its obligations under this Agreement and MTEM shall be fully responsible for any acts or omissions of its subcontractors and for the performance of this Agreement.