Subcontracting. Each Party shall have the right to subcontract any of its Development activities to an Affiliate or Third Party (a “Third Party Provider”); provided, that with respect to a Third Party Provider, that if ​ is the subcontracting Party, ​ shall furnish ​ with advanced written notice thereof and an opportunity to consult regarding such subcontract, which notice shall specify the work to be subcontracted, and obtains a written undertaking from the Third Party Provider that it shall be subject to the applicable terms and conditions of this Agreement, including the intellectual property provisions of [Article 7] and confidentiality provisions of [Article 9]. Further, ​ must obtain ​’s prior written consent (not to be unreasonably withheld or delayed) for each Third Party Provider proposed by ​ that will provide services that would likely bridge the Initial Development Plan and Budget and the Development Plan (a period which is after ​ proceeds with the In-Licensing). […​…] develop a form of clinical study agreement and other form agreements (including supply, service, confidentiality, material transfer and research collaboration agreements) (“Development Activities Agreements”) to be entered into with Third Parties to govern such Third Parties’ performance of activities on ​’s behalf under the Initial Development Plan and Budget. ​ shall ensure that any Development Activities Agreement that ​ negotiates shall not materially deviate from the forms agreed to by ​ without ​’s prior review and written approval (not to be unreasonably withheld or delayed); provided, that ​ shall be allowed to make the final determination related to such material deviations for Development Activities Agreements that relate to the Initial Development Activities, except any material deviations to a Development Activities Agreement that relates to a material Initial Development Activity, including the engagement of any contract research organization for a Clinical Study or any contract manufacturer of drug substance or drug product, shall require the mutual agreement of the Parties. The Parties may agree that each Party shall appoint a contract coordinator to serve as such Party’s primary liaison with the other Party on matters relating to Development Activities Agreements. Each Party may replace its contract coordinator at any time by written notice to the other Party. In any case, if ​ requires any prior consent or approval from ​ under this [Section 3.5.3], ​ shall provide notice of such consent or approval within […​…] from the date of request by ​. In the event ​ does not provide notice within such […​…] period, then ​ will be deemed to have given its consent or approval. Notwithstanding [Section 13.9], for purposes of this [Section 3.5.3] ​ shall be permitted to provide notice via email.

Subcontracting. Allergan shall have the right to subcontract any of its Development activities to a Third Party without any prior approval of UroGen; provided that Allergan remains responsible for its obligations under this Agreement.

Subcontracting; Distributors. Allergan shall have the right to subcontract any of its Commercialization activities to a Third Party (including by appointing one or more contract sales forces, co-promotion partners or Distributors); provided that Allergan remains responsible for its obligations under this Agreement.

Sublicensing and Subcontracting. Arcus may sublicense its rights under [Section 2.1(i)] and/or 2.1(ii) to the Licensed IP during the Term of this Agreement, provided that each such sublicense must be in writing and Arcus must provide a copy of each sublicense (and any sub-sublicense) agreement to WuXi within ​ days after execution of such sublicense, which copy may be redacted only to the extent not relevant to the determination of Arcus’ and any Affiliates’ or sublicensees’ compliance with its payment obligations under this Agreement. Arcus shall secure all appropriate covenants, obligations and rights from any sublicensee to ensure that such sublicensee is subject to, and Arcus can comply with, all of Arcus’s applicable representations, warranties, covenants and obligations to WuXi under this Agreement including those required provisions in [Section 2.3].

Sublicensing and Subcontracting. Arcus may sublicense at any time, without the prior written consent of Abmuno, its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to any # Affiliate or # Third Parties; provided that, in the case of a sublicense to a Third Party, such Third Party is a company that # engages in, and/or has one or more affiliates that engages in, research, development and/or commercialization of one or more biopharmaceuticals or biologics products and # ​. In addition, notwithstanding the foregoing, after Arcus has ​, Arcus may sublicense, without the prior written consent of Abmuno, its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to any Third Parties, provided only that such Third Party is a company that engages in, and/or has one or more affiliates that engages in, research, development and/or commercialization of one or more biopharmaceuticals or biologics products. If Abmuno is unable to determine whether the information referenced in # above about the sublicensee is true based on publicly available information, then Arcus, within fifteen (15) days after a request from Abmuno, at its option, shall either # provide information to Abmuno (subject to [Section 6] hereof) about the sublicensee sufficient to validate the criteria in # above or # have one of its officers certify in writing as to the truth of the aforementioned criteria. If Abmuno’s prior written consent is required for Arcus to sublicense its rights to research, otherwise Develop, manufacture, sell, otherwise Commercialize or exploit Licensed Products, in whole or in part, to a Third Party, Abmuno may not unreasonably withhold, condition or delay any such consent, and if Abmuno fails to reject in writing any such proposed sublicense within ten (10) business days after delivery of written request by Arcus to Abmuno for such sublicense, then Abmuno shall be deemed to have consented to such sublicense. Arcus shall secure all appropriate covenants, obligations and rights from any sublicensee to ensure that such sublicensee is subject to, and Arcus can comply with, all of Arcus’s applicable covenants and obligations to Abmuno under this Agreement. Arcus shall be responsible for any failure of its sublicensees to comply with the applicable provisions of this Agreement.

The rights and obligations covered herein are personal to each Party hereto and for this reason this Agreement shall not be assignable by either Party in whole or in part, nor shall either Party subcontract any of its obligation hereunder without prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement to # a party which purchases substantially all the assets of the assigning Party, or # to any party which merges with the assigning Party, or # to any party which is under common management or control with the assigning Party.

Except as set forth in the Supply Agreement, Seller may not assign (including by change of ownership or control, by operation of law or otherwise) this Order or any interest herein including payment, without Buyer’s prior written consent. Seller shall not subcontract or delegate performance of all or any substantial part of the work called for under this Order without Buyer’s prior written consent; provided, however, that Buyer hereby consents to Seller subcontracting any warranty related services to Buyer-approved subcontractors under the supervision of Seller. Should Buyer grant consent to Seller’s assignment or subcontract, such assignee or subcontractor shall be bound by the terms and conditions of this Order. Further, Seller shall advise Buyer of any subcontractor or supplier to Seller: a) that will have at its facility any parts or components with Buyer’s or any of its Affiliates or subsidiaries’ name, logo or trademark (or that will be responsible to affix the same); and/or b) 50% or more of whose output from a specific location is purchased directly or indirectly by Buyer. In addition, Seller will obtain for Buyer, unless advised to the contrary in writing, written acknowledgement by such assignee, subcontractor and/or supplier to Seller of its commitment to act in a manner consistent with Buyer’s integrity policies, and to submit to, from time to time, on-site inspections or audits by Buyer or Buyer’s third party designee as requested by Buyer. Buyer may assign this Order to any Affiliate upon notice to Seller. If Seller subcontracts any part of the work under this Order outside of the final destination country where the goods purchased hereunder will be shipped, Seller shall be responsible for complying with all customs requirements related to such subcontracts, unless otherwise set forth in this Order.

Subcontracting: It is recognized that each Party may engage or use any third party subcontractors (including contract research organizations) to perform any of its obligations under this Agreement. Any third party subcontractor engaged to perform obligations of a Party (the “Subcontracting Party”) in this Agreement shall have sufficient expertise to meet the qualifications typically required by such Subcontracting Party for the performance of work similar in scope and complexity to the subcontracted activity. The Subcontracting Party shall remain liable for, and obligated to, perform all of its obligations under this Agreement and shall be liable for the performance of, and any acts, omissions or breaches by, each of its subcontractors. A Subcontracting Party shall be responsible for ensuring compliance by its third party subcontractors, if any, with all the terms of this Agreement, including without limitation obligations of confidentiality. Further, the

Assignment and Relationship of the Parties. The Parties may not assign or subcontract this Agreement to a third party unless both parties have agreed to such assignment or subcontracting in a writing signed by an authorized representative. Supplier may not subcontract any of its obligations under this Agreement without Buyer's prior written approval. The parties are acting in performance of this Agreement as independent contractors. Neither Party shall have the power or authority to bind or obligate the other Party.

If Service Provider is subject to the requirements set forth in Federal Acquisition Regulations 52.219-9, Service Provider will # adopt a subcontracting plan (“Plan”) that complies with the requirements of 52.219-9; # provide a written copy of the Plan to Owners, and # upon written request, provide timely periodic reports to Owners that reflect the amounts paid to subcontractors who are a small business concern, veteran-owned small business concern, service-disabled veteran-owned small business concern, HUBZone small business concern, small disadvantaged business concern, or women-owned small business concern.

On a Development Candidate-by-Development Candidate basis, SGI (itself or through its Affiliates or by permitted subcontracting pursuant to [Section 6.9]) agrees to use Commercially Reasonable Efforts to Develop and seek Regulatory Approval for the Development Candidate and associated Product in the Licensed Territory, and to carry out the tasks specified under the Late Clinical Development Plan, in a timely and effective manner and in a good scientific manner and in compliance in all material respects with Applicable Law. Unum will cooperate with and provide reasonable support to SGI (especially in connection with, the ACTR T-cells included in such Development Candidate) in connection with Unum’s performance of its responsibilities under the Late Clinical Development Plan.

Each Party will use those Materials furnished by the other Party only in accordance with the Research Plan and otherwise in accordance with the terms and conditions of this Agreement and any instructions provided by the furnishing Party. Except with the prior written consent of the furnishing Party (such consent not to be unreasonably withheld, conditioned, or delayed), such Party receiving Materials will not distribute or otherwise allow the release of Materials to any Third Party, except for subcontracting as permitted hereunder. All Materials so delivered will remain the sole property of the furnishing Party and will be used in compliance with all Applicable Law. The Materials supplied under this Agreement will be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known.

Required Provisions in Sublicenses and Subcontracts. Any direct sublicensee of Arcus may further sublicense and subcontract its rights, in whole or in part, to Develop, manufacture, Commercialize or otherwise exploit Licensed Products, provided that any such sublicense is granted, or such subcontract is entered into, in accordance with the terms of [Section 2.2]. Arcus shall use Commercially Reasonable Efforts to require its direct sublicensees to obtain Arcus’ written consent prior to granting any such further sublicenses. If such requirement is included in the written sublicense agreement between Arcus and a direct sublicensee, Arcus agrees to seek WuXi’s prior consent in the event of any sublicensing request by such Arcus direct sublicensee, which consent shall not be unreasonably withheld, conditioned or delayed by WuXi. No further sublicensing or subcontracting is permitted beyond that expressly stated in this [Section 2.3] without WuXi’s written consent. Each such Arcus sublicense and further sublicense by an Arcus sublicensee must be in writing and include language materially similar to the following:

Diligence; Standards of Conduct. With respect to each Collaboration Antigen, Unum (itself or through its Affiliates or by permitted subcontracting pursuant to [Section 5.9]) agrees to use Commercially Reasonable Efforts to Develop Research Candidates in the Territory, and to carry out the tasks specified under the Research Plan, in a timely and effective manner, and agrees to conduct its activities under the Research Plan in a good scientific manner and in compliance in all material respects with Applicable Law. SGI will cooperate with and provide reasonable support to Unum (especially in connection with the SGI Antibodies included in such Research Candidates) in connection with Unum’s performance of its responsibilities under the Research Plan. The Parties acknowledge and agree, however, that no outcome or success is or can be assured and that failure to achieve desired results will not in and of itself constitute a breach or default of any obligation in this Agreement (notwithstanding the focus of the Research Program described above).