Subcontracts. No Additional Advance shall be made by ​ with regard to work done by or on behalf of any Major Trade Contractor unless ​ shall have delivered to ​ originals of the following documents as to such Major Trade Contractor, each in form and substance reasonably satisfactory to ​:

Subcontracts. Unum may perform any of its Research obligations under this [Article 5] through one or more subcontractors or consultants, provided that # Unum remains responsible for the work allocated to such subcontractors and consultants to the same extent it would if it had done such work itself; # the subcontractor or consultant undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information, that are substantially the same as those undertaken by Unum with respect to Confidential Information pursuant to [Article 15]; and # the subcontractor or consultant undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property with respect to Research Candidates developed in the course of performing any such work to Unum. Unum may also subcontract Research work on terms other than those set forth in this [Section 5.9] with the prior approval of the JDC.

Subcontracts. Each Party may perform any of its Development obligations under this [Article 6] through one or more subcontractors or consultants, provided that # such Party remains responsible for the work allocated to such subcontractors and consultants to the same extent it would if it had done such work itself; # the subcontractor or consultant undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information, that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to [Article 15] hereof; and # the subcontractor or consultant undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property with respect to Development Candidates developed in the course of performing any such work to such Party. Each Party may also subcontract Development work on terms other than those set forth in this [Section 6.9] with the prior approval of the JDC.

The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as DOE may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.

Subcontracts. Crestwood Midstream may utilize subcontractors to perform any portion of the Crestwood Services, provided that Crestwood Midstream must obtain the written consent of Newco with respect to any agreement that requires the approval of the Board under the Newco LLC Agreement. Unless Newco consents in writing, Crestwood Midstream shall not be relieved from any of its obligations or liabilities as a result of utilizing subcontractors to provide any portion of the Crestwood Services. All subcontractors retained by Crestwood Midstream solely to provide the Crestwood Services shall be required to maintain insurance policies consistent with the terms of this Agreement as set forth in [Section 6.01] and provide certificates of insurance verifying such coverages to Crestwood Midstream and Newco naming Newco, Newco’s Subsidiaries and Crestwood Midstream as an additional insured parties. All subcontractors retained by Crestwood Midstream solely to provide the Crestwood Services shall be retained under terms and conditions, including indemnification of Newco and Newco’s Subsidiaries, as Newco shall reasonably require or approve; provided, however, that in no event shall such indemnities in favor of Newco be less than those provided by Crestwood Midstream pursuant to [Section 7.02].

Service Provider shall assume the subcontracts and purchase orders listed below but will not assign the subcontracts and purchase orders to Owners. Instead, Service Provider will amend the subcontracts and purchase orders listed below to include Owners or their designee as an additional party with all rights, claims, and defenses as are possessed by Service Provider under the terms of the subcontract or purchase order.

“Major Subcontractor” means a Subcontractor which has one or more subcontracts under which payments of ​ or more are expected to be paid over the term of the subcontracts, and which is a provider either of systems or components of the payload or critical systems or components of the platform (as reasonably determined by the Contractor).

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:

"Advisor" means ​, ​, any successor advisor to the Company or any Person to which ​ or any successor advisor subcontracts substantially all of its functions.

Award of any FFP subcontract or FFP consulting agreement in excess of ​ or any cost reimbursement, labor hour subcontract or consulting agreement funded under a Cost Plus Fixed Fee CLIN shall not proceed without the prior written consent of the Contracting Officer via a Contracting Officer Authorization (COA) Letter upon review of the supporting documentation required by FAR Clause 52.244-2, Subcontracts. After receiving written consent of the subcontract by the Contracting Officer, a copy of the signed, executed subcontract and consulting agreement shall be provided to the Contracting Officer.