Patheon may subcontract the Manufacturing Services under a Product Agreement to any of its Affiliates, as agreed in the Product Agreement. Patheon will remain exclusively 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 will be liable to Client for the failure by any Third Party Subcontractor to perform any part of the subcontracted services. 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 Subcontractors: # that are chosen by Client; # that are suppliers or service providers not validated and utilized by Patheon; or # to the extent that the Third Party Subcontractor is following the direct instructions of Client.

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. Subject to the terms of this Agreement, each Party shall have the right to engage Affiliates or Third Party subcontractors to perform its obligations under this Agreement. Any Affiliate or subcontractor to be engaged by a Party to perform a Party’s obligations set forth in this Agreement shall meet the qualifications typically required by such Party for the performance of work similar in scope and complexity to the subcontracted activity; provided that any Party engaging an Affiliate or subcontractor hereunder shall remain responsible and obligated for such activities.

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. In the case of any (sub)contracting or (sub)distributing by either Party, such (sub)contracting or (sub)distributing shall not relieve the (sub)contracting or (sub)distributing Party of any of its obligation or liability hereunder and the (sub)contracting or (sub)distributing Party shall be and remain fully responsible and liable therefor (except to the CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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. Bluebird may subcontract with a Third Party to perform any or all of its obligations hereunder (including by appointing one or more distributors). Bluebird shall ensure that each subcontractor accepts and complies with all of the applicable terms and conditions of this Agreement as if such permitted subcontractor were a Party to this Agreement.

Subcontracting. Licensee may subcontract with a Third Party to perform any or all of its obligations hereunder (including by appointing one or more distributors); provided that Licensee shall be responsible for the acts or omissions of its subcontractors in performing services for Licensee or its Affiliates which would constitute a breach by Licensee hereunder.

Subcontracting. The Parties agree that Dynavax may subcontract the manufacture of Goods under the Supply Agreement to the Dynavax CMO. If Dynavax proposes to subcontract any of its other material obligations under the Supply Agreement, Dynavax shall provide prior written notice to Customer of such subcontracting and identity of the subcontractor. Dynavax shall remain responsible for all the acts and omissions of the Dynavax CMO and any of its other subcontractors as if they were its own. Customer or its affiliates or subcontractors may market, sell and otherwise commercialise the Customer Product.

Unless otherwise allowed herein, Patheon will not subcontract tasks to a third party without Client’s consent. Patheon may subcontract tasks to the Patheon approved contract manufacturers and laboratories set forth in [Appendix E] hereto.