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.

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. With respect to the rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in [Section 5.1(a)] and [Section 5.1(b)] of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall # use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in [Section 5.1(c)] of the Existing Ag Agreement and # ensure that any amendment of the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains consistent with the terms of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-How.

Sublicensing. The licenses granted in Section 4.3(a) shall include the right of Primary and its Affiliates to sublicense to any Third Party so long as such sublicense is consistent with the terms of this Agreement and contains terms reasonably sufficient to enable Primary and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder.

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 [[Organization A:Organization]] 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 [[Organization A:Organization]]’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 [[Organization A:Organization]] 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 [[Organization A:Organization]] without [[Organization A:Organization]]’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 [[Organization A:Organization]] under this Section 3.5.3, [[Organization A:Organization]] shall provide notice of such consent or approval within […​…] from the date of request by ​. In the event [[Organization A:Organization]] does not provide notice within such […​…] period, then [[Organization A:Organization]] will be deemed to have given its consent or approval. Notwithstanding Section 13.9, for purposes of this Section 3.5.3 [[Organization A:Organization]] 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.

Shared Contracts. With respect to the Shared Contracts, the Purchaser and the Seller shall, for a period of up to ​ following the Closing, cooperate to provide the Purchaser with the benefits under the Business Portion of each such Shared Contract (including, if possible, by means of amending such Shared Contract or entering into any licensing, operating, subcontracting, sublicensing, subleasing or

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.

licensing or sublicensing of IP Rights in the ordinary course of business on customary terms;