Common use of Right to Sublicense Clause in Contracts

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executed.

Right to Sublicense. Neurotrope Lilly shall have no the right to sublicense grant sublicenses (through multiple tiers) under the rights license granted in to it under Section 2.1 2.1.1 to any of its Affiliates, and to any Third Party pursuant to a Third Partywritten agreement, without the prior written consent of BRNIprovided, which shall not be commercially unreasonably withheld. Any such permitted sublicense: that (i) any such sublicense shall be consistent with and subject to the terms and conditions of this Agreement; and (ii) Lilly shall expressly exclude [***] to Sigilon for the performance of its Sublicensee(s) or any Affiliate to which it grants a sublicense with respect to Lilly’s obligations under the terms of this Agreement. In the event that Lilly grants sublicenses to any Third Party and the scope of such rights is broader than enabling such Third Party to perform services, including distribution services, on behalf of Lilly or any Affiliate of Lilly (for example, the right to further sublicense without develop and commercialize Licensed Products in a given country in the consent of BRNITerritory), which it shall not be commercially unreasonably withheld; and (iii) shall be made do so pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope (each a “Sublicense Agreement”). Lilly shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with Sigilon a copy of each sublicense agreement Sublicense Agreement, for BRNIdelivery to M.I.T., it being understood that [***] information may be redacted from such copy to the extent such information is not necessary to verify compliance hereunder and the terms, conditions and existence of such Sublicense Agreement shall be deemed the Confidential Information of Lilly. With respect to any Sublicense Agreement entered into with a Third Party before the date that is [***] years from the Effective Date, Lilly must obtain Sigilon’s review written consent prior to executing such agreement being executedSublicense Agreement, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Parties acknowledge and agree that a Sublicense Agreement with a contract service provider or a Party obtaining only a license to Develop Licensed Products (and not Commercialize Licensed Products) does not require Sigilon’s consent under the preceding sentence.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject Subject to the terms and conditions of this Agreement; (ii) , including Section 2.1 above, and compliance therewith, Prometheus shall expressly exclude have the right to further sublicense without grant sublicenses (individually, a "Sublicense") under the consent License to third parties; provided that such Sublicenses shall comply with the terms of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope Prometheus shall be liable promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and responsible foraddress of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall assume all liabilities and responsibilities for, the remain fully liable to Alizyme in respect of any acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee Sublicensee that would be constitute a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach and fully responsible for performance of this Agreement by Neurotrope. No sublicense agreement notwithstanding any Sublicenses granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of Prometheus. *** Certain information on this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI page has been omitted and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, filed separately with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 Securities and Exchange Commission. Confidential treatment has been requested with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedthe omitted portions.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights The licenses granted in Section 2.1 include the right to grant sublicenses (through multiple tiers) to Third Parties (each such Third Party sublicensee, a Third Party“Sublicensee”), without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicenseprovided that: (i1) each such sublicense shall be subject subordinate to this Agreement, (2) no such sublicense shall impair EYEFITE (directly or with and through its Sublicensees) to perform its obligations hereunder, (3) no such sublicense shall limit or impair CANFITE’s rights hereunder, (4) no such sublicense shall limit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions set forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to develop and commercialize the Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and the obligation to keep records and make reports hereunder, (6) the sublicense will require the approval of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNICANFITE, which shall will not be commercially unreasonably withheld; , and (iii7) shall be made pursuant to a written agreement between Neurotrope and as far as such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee sublicense includes also the PHS Patents, also the approval of PHS, as if such sublicensee were a party to this stipulated in the PHS Agreement. Neurotrope EYEFITE shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI CANFITE with a true, accurate and complete copy of each sublicense agreement for BRNI’s review prior with its Sublicensees promptly after execution. Each sublicense granted to a Sublicensee by EYEFITE to any rights licensed to it hereunder shall terminate immediately upon the termination of the license from CANFITE to EYEFITE with respect to such rights as of the effective date of such termination by CANFITE pursuant to Section 11.2(b), provided however, that if a Sublicensee is not in material default of its obligations to EYEFITE under its sublicense agreement, and within sixty (60) days of such termination the Sublicensee agrees in writing to be bound directly to CANFITE under a license agreement being executedsubstantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting such Sublicensee for EYEFITE, then such sublicense shall not so terminate.

Right to Sublicense. Neurotrope MERCK shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions of this Agreement; (ii) shall expressly exclude the right to further sublicense without grant sublicenses to Sublicensees under the consent of BRNIlicenses granted to it under Section 8.1.1(c) with respect to any Optimized Lead Compounds and Development Candidates (including, which shall not be commercially unreasonably withheldfor greater certainty, Co-Developed Development Candidates) and Section 8.2 with respect to any Product (including, for greater certainty, Co-Developed Products); and provided, that, (iiia) it shall be made pursuant a condition of any such sublicense that such Sublicensee agrees to be bound by all terms of this Agreement applicable to the Development or Commercialization, as the case may be, of Products in the Field in the Territory (including, without limitation, Article 7); (b) MERCK shall provide written notice to ARCHEMIX of any such proposed sublicense at least [***] days prior to such execution and provide copies to ARCHEMIX of each such sublicense in the form to be executed at least [***] business days prior to such execution; (c) if MERCK grants a sublicense to a written agreement between Neurotrope and Sublicensee, MERCK shall be deemed to have guaranteed that such sublicensee providing that NeurotropeSublicensee will fulfill all of MERCK’s obligations under this Agreement applicable to the subject matter of such sublicense; and (d) MERCK shall not be binding upon such sublicensee as if such sublicensee were a party relieved of its obligations pursuant to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions Agreement as a result of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereundersuch sublicense. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement sublicenses granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this MERCK under Section 2.2, each sublicense agreement must expressly provide that: (i8.1.1(c) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 and/or Section 8.2 with respect to all Confidential Information of BRNICo-Developed Development Candidates and Co-Developed Products for which ARCHEMIX has exercised its Co-Development and Co-Promotion Option and has not exercised its Opt-Out Right shall require ARCHEMIX’s consent, NRV II and Neurotropewhich consent shall not be unreasonably withheld, delayed or conditioned; and (iii) BRNI andprovided, if applicablethat, NRV II are intended Third Party beneficiaries of any such sublicense agreement. Neurotrope granted by MERCK with respect to a Co-Developed Product for Commercialization outside of the Co-Development Territory shall promptly supply BRNI with a copy of each sublicense agreement for BRNInot require ARCHEMIX’s review prior to such agreement being executedconsent.

Right to Sublicense. Neurotrope shall LICENSEE will have no the right to sublicense grant sublicenses under the rights license granted in Section 2.1 of this Agreement, through multiple tiers, to any Affiliate or third-party. Each sublicense of LICENSEE’s rights shall be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a Third Partysublicense to any third-party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicensethen LICENSEE shall: (i) shall be subject include in each such sublicense agreement terms that permit LICENSEE to the terms comply with its obligations under this Agreement between LICENSOR and conditions LICENSEE, including related to reporting sales of this AgreementLicensed Product to LICENSOR; (ii) shall expressly exclude notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the right to further sublicense without identity of the consent of BRNI, sublicensee and the territory in which shall not be commercially unreasonably withheldsuch rights have been sublicensed; and (iii) shall be made pursuant at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to a written agreement between Neurotrope and such sublicensee providing that NeurotropeLICENSEE’s obligations under this Agreement shall be binding upon Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicensee as if such sublicensee were a party sublicense agreement that relate to LICENSEE’s obligations under this Agreement. Neurotrope shall be liable and responsible for___________________ ***** VISTAGEN THERAPEUTICS, and shall assume all liabilities and responsibilities forINC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted toWHICH ARE INDICATED BY [*****], and obligations ofBE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, Neurotrope hereunderINC. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedHAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheldsublicense; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with with, such sublicense agreement by or on behalf of the sublicensee is licensed shall be assigned to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual PropertyBRNI; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executed.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject Subject to the terms and conditions of this Agreement; (ii) , effective on and after the License Effective Date, Novartis shall expressly exclude have the right to further grant sublicenses under the licenses granted to it in through multiple tiers: (a) to its Affiliates, provided that such sublicense without shall automatically terminate if such sublicensee ceases to be an Affiliate of Novartis; (b) subject to this Section 9.3.3, to contract research organizations, distributors and other Third Party subcontractors for the consent sole purpose of BRNIperforming Novartis’s obligations hereunder with respect to the Development, which Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Compound and the Licensed Products in the Field in the Novartis Territory; and (c) to any other Third Party with respect to the Development, Manufacture and/or Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Products in the Field and in the Novartis Territory. The terms of each such sublicense shall not be commercially unreasonably withheld; inconsistent with the terms and (iii) conditions of this Agreement, and Novartis shall be made pursuant ensure that its sublicensees comply with the terms and conditions of this Agreement applicable to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s the Sublicensee. Novartis will remain directly responsible for all of its obligations under this Agreement shall be binding upon Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensees. In the event of any material breach by any such sublicensee as if such sublicensee were a party of any agreement entered into by Novartis pursuant to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts Section 9.3.3(b) or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee (c) that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a material breach of this Agreement by Neurotrope. No sublicense Novartis, Novartis shall promptly terminate such agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by sublicensee if such breach is not cured within […***…] of Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to a Third Party pursuant to which it permits such Sublicensee to control all material decisions regarding Development or on behalf Commercialization of the sublicensee is licensed to BRNI and its AffiliatesLicensed Products in a particular country or countries in the Novartis Territory, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with Novartis shall notify the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries JSC of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedSublicense and the general scope thereof.

Right to Sublicense. Neurotrope shall LICENSEE will have no the right to sublicense grant sublicenses under the rights license granted in Section 2.1 of this Agreement, through multiple tiers, to any Affiliate or third-party. Each sublicense of LICENSEE’s rights shall be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a Third Partysublicense to any third-party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicensethen LICENSEE shall: (i) shall be subject include in each such sublicense agreement terms that permit LICENSEE to the terms comply with its obligations under this Agreement between LICENSOR and conditions LICENSEE, including related to reporting sales of this AgreementLicensed Product to LICENSOR; (ii) shall expressly exclude notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the right to further sublicense without identity of the consent of BRNIsublicensee and the territory in which such rights have been ___________________ ***** VISTAGEN THERAPEUTICS, which shall not be commercially unreasonably withheldINC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. sublicensed; and (iii) shall be made pursuant at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to a written agreement between Neurotrope and such sublicensee providing that NeurotropeLICENSEE’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party Agreement); and (iv) use commercially reasonable efforts to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, enforce the acts or omissions terms of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement that relate to extend beyond the Term of LICENSEE’s obligations under this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executed.

Right to Sublicense. Neurotrope shall have no right XYNOMIC is entitled to sublicense the its rights granted in under Section 2.1 2.2, to any of its Affiliates, provided that it shall inform BII of such sublicense. Any sublicense to a Third Party, without Party by XYNOMIC of its rights with respect to US or China under Section 2.2 requires the prior written consent of BRNIBII, which consent shall not be commercially unreasonably withheld, conditioned or delayed. Any such permitted sublicense: (i) sublicense is subject to the sublicense agreement containing terms and conditions that are not inconsistent with those contained in this Agreement, and shall include, inter alia, provisions regarding confidentiality, indemnification, audit, record-keeping, termination and consequences of termination for BII’s protection that are consistent with the corresponding terms and conditions provided herein. XYNOMIC shall remain liable to BII for all obligations under this Agreement, including its obligation to pay any amounts due on account of sales or other disposition of Compounds and Products by Sublicensees. XYNOMIC shall send to BII a copy of the signed sublicensing agreement within [****] after its execution; subject to reasonable redaction of confidential information. The Parties acknowledge that any and all information provided by XYNOMIC to BII under this Section 2.3 shall be deemed to be Confidential Information of XYNOMIC and shall be subject to the terms of Section 11. ****Text Omitted and conditions Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406 2.4 Termination of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under Sublicenses. If this Agreement is terminated [****] the Parties agree that each Sublicensee’s license [****] shall survive if the relevant Sublicensee agrees in writing to be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume bound by all liabilities and responsibilities for, of the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach terms of this Agreement if performed [****]. Upon BII’s request, BII and such Sublicensee shall formalize such surviving sublicense by Neurotrope shall be deemed to be executing a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond direct license under the Term of this Agreement. Without limiting any other provision of this Section 2.2Licensed Know-How, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executed.[****]

Right to Sublicense. Neurotrope Cara shall have no the right to sublicense grant sublicenses through multiple tiers under the rights license granted in to it under Section 2.1 to any of Cara’s Affiliates and to any Third Parties (including the rights of Sub-licensees to grant further sublicenses) for the Development and Commercialization of Products in the Territory in the Field, including for Manufacture of Product by a Third Party, without the prior written consent of BRNI, which CMO; provided that (i) Cara shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions relieved of any of its obligations under this Agreement; (ii) Cara shall expressly exclude the right secure all appropriate covenants, obligations and rights from any such Sub-licensee, including licenses, assignment of intellectual property rights and confidentiality obligations, to further sublicense without the consent ensure that such Sub-licensee is subject to, and complies with, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CARA THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. all of BRNI, which shall not be commercially unreasonably withheldCara’s applicable covenants and obligations under this Agreement; and (iii) Cara shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s responsible for the performance of its obligations under this Agreement and shall be binding upon use Commercially Reasonable Efforts to enforce the obligations of each Sub-licensee under the relevant Sublicense Agreement, including the performance of activities required, the making of all payments due and the making of any reports under this Agreement with respect to sales of Product by such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible forSub-licensee, and shall assume all liabilities such Sub-licensee’s compliance with provisions of Sections 2.1, 2.6, 5.1, 5.4, 5.5, 5.7 and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term Article 4 of this Agreement. Without limiting ; (iv) Cara shall require such Sub-licensee to retain such books and records, and Cara agrees that Cara will audit the books and records of any other provision of this Section 2.2Sub-licensee, each sublicense agreement must expressly provide that: (i) all Intellectual Property developedat Enteris’ request and expense, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, accordance with the right to freely sublicense such Intellectual Propertyprovisions of Section 6.7; (iiv) the sublicensee Cara shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI provide Enteris with a copy of any such Sublicense Agreement executed by Cara pursuant to this Section 2.2 within [***] after execution; provided, that, the financial terms and any other confidential terms of any such Sublicense Agreement may be redacted to the extent not relevant to the determination or enforcement of Enteris’ rights under this Agreement; and (vi) Cara shall provide written notice to Enteris of such Sub-licensee within [***] after execution, but not in order to seek approval. All obligations of Cara under this Section 2.2 shall apply mutatis mutandis to all Sub-licensees of Cara that further sublicense their rights and obligations under this Agreement to further Sub-licensees, and Cara shall require each sublicense agreement for BRNI’s review prior of its Sub-licensees to include appropriate provisions in such agreement being executedfurther sublicense.

Right to Sublicense. Neurotrope Licensee shall have no the right to grant sublicenses to any of its rights under Section 2.1; provided, however, that Licensee shall not sublicense any such rights to any entity which is not a recognized biopharmaceutical, pharmaceutical or bio-diagnostic company which is either (a) listed on Schedule C hereto, as amended from time to time by mutual agreement of the rights granted parties, or (b) generally recognized in Section 2.1 such industries and has a level of science, management and investors of the quality as shall be acceptable to a Third PartyCSMC (each, without an "Acceptable Sublicensee") on the basis of CSMC's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). In order to preserve and protect the value of the Patent Rights and Technical Information, Licensee shall obtain the prior written consent of BRNI, which CSMC prior to entering into or granting a sublicense to any party who is not an Acceptable Sublicensee under subclause (a) above. Licensee also shall not be commercially unreasonably withheldkeep CSMC reasonably informed with respect to the progress of any relations entered into with any Acceptable Sublicensees (or any other party for whom CSMC has given its prior written consent) and shall give due consideration to any comments or concerns that CSMC has with respect to same. Any such permitted sublicense: (i) and all sublicenses shall be subject to the terms and conditions of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision Licensee shall promptly notify CSMC of all sublicenses and shall require all sublicensees to perform in accordance with the terms of this Section 2.2Agreement (including, but not limited to, the royalty reporting and record keeping provisions, the indemnification and inspection provisions, and the provisions pertaining to the use of CSMC's names and marks and Confidential Information). Licensee will be responsible for enforcing each sublicensee's obligations under its sublicense agreement must expressly and, in particular, royalty payment obligations due on such sublicensee's sales of Products. If Licensee shall conduct one or more audits of its sublicensees hereunder during the term hereof, Licensee shall provide that: (i) to CSMC, on a timely basis, copies of all Intellectual Property developedaudit reports; provided, conceived ofhowever, or created in connection with that Licensee shall have the right to redact from such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for audit reports any and all non-commercial purposesinformation which is not related to the Patent Rights and Technical Information or the license granted to Licensee under this Agreement. The covenants pertaining to the use of CSMC's name and marks, on a worldwidethe indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense shall run for the benefit of CSMC, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee who shall be bound by confidentiality obligations that are no less stringent than those expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in Article 7 with respect to all Confidential Information this Agreement. Licensee understands and agrees that none of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries its permitted sublicenses hereunder shall reduce in any manner any of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedits obligations set forth in this Agreement.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject Subject to the terms and conditions of this Agreement; (ii) , Novartis shall expressly exclude have the right to further grant sublicenses under the license granted to it in Section 9.1.1 through multiple tiers: (a) to its Affiliates, provided that such sublicense without shall 56 automatically terminate if such sublicensee ceases to be an Affiliate of Novartis; (b) subject to Section 9.3, to contract research organizations, distributors and other Third Party subcontractors for the consent sole purpose of BRNIperforming Novartis’s obligations hereunder with respect to the Development, which Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Compounds and the Licensed Product in the Field in the Novartis Territory; and (c) to any other Third Party with respect to the Development, Manufacture and/or Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Product in the Field and in the Novartis Territory. The terms of each such sublicense shall not be commercially unreasonably withheld; inconsistent with the terms and (iii) conditions of this Agreement, and Novartis shall be made pursuant ensure that its sublicensees comply with the terms and conditions of this Agreement applicable to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s the Sublicensee. Novartis will remain directly responsible for all of its obligations under this Agreement shall be binding upon Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensees. In the event of any material breach by any such sublicensee as if such sublicensee were a party of any agreement entered into by Novartis pursuant to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts Section 9.1.3(b) or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee (c) that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a material breach of this Agreement by Neurotrope. No sublicense Novartis, Novartis shall promptly terminate such agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by sublicensee if such breach is not cured within […***…] of Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to a Third Party pursuant to which it permits such Sublicensee to control all material decisions regarding Development or on behalf Commercialization of the sublicensee is licensed to BRNI and its AffiliatesLicensed Product in a particular country or countries in the Novartis Territory, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with Novartis shall notify the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries JSC of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedSublicense and the general scope thereof.

Right to Sublicense. Neurotrope Cara shall have no the right to sublicense grant sublicenses through multiple tiers under the rights license granted in to it under Section 2.1 to any of Cara’s Affiliates and to any Third Parties (including the rights of Sub-licensees to grant further sublicenses) for the Development and Commercialization of Products in the Territory in the Field, including for Manufacture of Product by a Third Party, without the prior written consent of BRNI, which CMO; provided that (i) Cara shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions relieved of any of its obligations under this Agreement; (ii) Cara shall expressly exclude the right secure all appropriate covenants, obligations and rights from any such Sub-licensee, including licenses, assignment of intellectual property rights and confidentiality obligations, to further sublicense without the consent ensure that such Sub-licensee is subject to, and complies with, all of BRNI, which shall not be commercially unreasonably withheldCara’s applicable covenants and obligations under this Agreement; and (iii) Cara shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s responsible for the performance of its obligations under this Agreement and shall be binding upon use Commercially Reasonable Efforts to enforce the obligations of each Sub-licensee under the relevant Sublicense Agreement, including the performance of activities required, the making of all payments due and the making of any reports under this Agreement with respect to sales of Product by such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible forSub-licensee, and shall assume all liabilities such Sub-licensee’s compliance with provisions of Sections 2.1, 2.6, 5.1, 5.4, 5.5, 5.7 and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term Article 4 of this Agreement. Without limiting ; (iv) Cara shall require such Sub-licensee to retain such books and records, and Cara agrees that Cara will audit the books and records of any other provision of this Section 2.2Sub-licensee, each sublicense agreement must expressly provide that: (i) all Intellectual Property developedat Enteris’ request and expense, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, accordance with the right to freely sublicense such Intellectual Propertyprovisions of Section 6.7; (iiv) the sublicensee Cara shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI provide Enteris with a copy of any such Sublicense Agreement executed by Cara pursuant to this Section 2.2 within [***] after execution; provided, that, the financial terms and any other confidential terms of any such Sublicense Agreement may be redacted to the extent not relevant to the determination or enforcement of Enteris’ rights under this Agreement; and (vi) Cara shall provide written notice to Enteris of such Sub-licensee within [***] after execution, but not in order to seek approval. All obligations of Cara under this Section 2.2 shall apply mutatis mutandis to all Sub-licensees of Cara that further sublicense their rights and obligations under this Agreement to further Sub-licensees, and Cara shall require each sublicense agreement for BRNI’s review prior of its Sub-licensees to include appropriate provisions in such agreement being executedfurther sublicense.

Right to Sublicense. Neurotrope Subject to and in accordance with the terms and conditions of this Agreement, Xxxxxx shall have no the right to sublicense the grant sublicenses and rights of reference granted by Sucampo under Section 2.1.1 to (a) its Affiliates without prior approval of Sucampo as long as such Affiliate remains an Affiliate of Xxxxxx and is listed as an Affiliate in Exhibit L as such Exhibit may be updated at least annually, and (b) any other Person, only if approved by Sucampo in advance and in writing, which approval may be granted in Sucampo’s sole discretion after having the opportunity, but not the obligation, to conduct its own due diligence with respect to the proposed sublicensee (each of the foregoing, a “Sublicensee”) provided that (i) in connection with a sublicense to any Person which is not an Affiliate of Xxxxxx, Xxxxxx shall enter into a binding and written sublicense agreement with each such Sublicensee (“Sublicense Agreement”) that is consistent in all respects with this Agreement and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property rights to at least the same extent of this Agreement, including without limitation containing provisions for the benefit of Sucampo substantially similar in language and scope to Sections 2.1.4 and 11.1 and ARTICLE 10 of this Agreement; and provided that any such sublicense shall be of no greater scope than the license granted to Xxxxxx under Section 2.1 2.1.1, (ii) in connection with a sublicense to any Person which is an Affiliate of Xxxxxx, Xxxxxx shall ensure that such Affiliate complies all respects with this Agreement as such terms apply to Xxxxxx and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property rights to the same extent of this Agreement, including without limitation Sections 2.1.4 and 11.1 and ARTICLE 10 of this Agreement; and provided that any such sublicense shall be of no greater scope than the license granted to Xxxxxx under Section 2.1.1 (iii) Sucampo shall be an intended third party beneficiary of each Sublicense Agreement and to the extent permitted by the law, shall have the right, but not the obligation, to enforce any and all obligations of Xxxxxx under a Third PartySublicense Agreement, without the prior written consent of BRNI, which (iv) Xxxxxx shall not be commercially unreasonably withheld. Any relieved of its obligations pursuant to this Agreement as a result of such permitted sublicense: sublicense and shall remain fully responsible and liable for any action or omission of each Sublicensee which would constitute a breach of this Agreement if committed by Xxxxxx as if Xxxxxx had committed such action or inaction itself and (iv) the Sublicensee shall expressly agree in writing to be bound by and subject to the terms and conditions of this Agreement; (ii) shall expressly exclude Agreement in the right same manner and to further sublicense without the consent same extent as Xxxxxx. Xxxxxx shall, at its own expense, investigate each report and indication of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotropeany Affiliate Sublicensee or any Sublicense Agreement, and Xxxxxx shall promptly report to Sucampo any breach learned of or discovered by Xxxxxx. No Xxxxxx shall diligently enforce the terms and conditions of this Agreement against each Affiliate Sublicensee and the terms and conditions of each Sublicense Agreement against each applicable Sublicensee, including without limitation, by (x) pursuing all appropriate judicial and administrative action and relief in the event of any breach of this Agreement by any Affiliate Sublicensee or breach of the Sublicense Agreement and (y) upon Sucampo’s request, terminating the Sublicense Agreement upon a breach thereof or the sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term Affiliate Sublicensee upon a breach of the terms of this Agreement. Without limiting Upon any other provision expiration or termination of this Section 2.2Agreement for any reason, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived ofSublicense Agreements and all sublicenses granted to Affiliate Sublicensees under this Agreement shall automatically terminate. In no event shall Sucampo or any of its Affiliates have any obligation to assume any obligations or liabilities, or created in connection with be under any obligation or requirement of performance, under any such sublicense agreement by Sublicense Agreement or on behalf of the sublicensee is licensed to BRNI any Affiliate Sublicensee either extending beyond Sucampo’s obligations and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedliabilities under this Agreement or otherwise.

Right to Sublicense. Neurotrope Licensee shall have no right be entitled to sublicense sub-license the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee only as if such sublicensee were part of a party licence of a Licensed Service in its entirety (i.e., not on a individual title by title basis, but Licensee may license one or more of the Licensed Services to this Agreement. Neurotrope a particular Approved Sublicensee) via the Approved Sublicensees on the following basis: Licensee shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant to Licensor for any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that any Approved Sublicensee which would be a breach of this Agreement if performed done or failed to be done by Neurotrope Licensee, and any such breach by such Approved Sublicensee shall be deemed to a Licensee Event of Default hereunder if such breach would otherwise satisfy the definition of “Licensee Event of Default” as set out in Section 17.1. Licensee shall be a responsible for all claims, actions, expenses and liability suffered or incurred by Licensor, arising out of or in connection with any breach of this Agreement by Neurotropeany Approved Sublicensee. No sublicense agreement granted by Neurotrope Only the Approved Sublicensees shall contain any provision which would cause such sublicense agreement be entitled to extend beyond manage and control (a) the Term relevant Approved Delivery Means; (b) the direct transactional interface with each Subscriber to the Licensed Service; (c) the billing relationship with each Subscriber to the Licensed Service; and (d) the collections of all fees payable in respect of each Subscriber Transaction. Approved Sublicensees shall be entitled to carry out advertising/marketing/promotional activities, subject always to the same terms and conditions as set out in this Agreement. Without limiting any other provision Licensee shall remain at all times the sole sub-licensor of this Section 2.2, each sublicense agreement must expressly provide that: (i) Included Films for the Licensed Service. All Included Films licensed hereunder are sub-licensed to the Approved Sublicensees and made available on the relevant Licensed Service in accordance with the terms hereof. Licensee shall remain at all Intellectual Property developed, conceived of, times responsible for the scheduling of Included Films and determining or created in connection with such sublicense agreement by or on behalf approving the format of layout and navigation of the sublicensee is Licensed Service. Licensee shall require the Approved Sublicensees to observe and perform all the relevant obligations of Licensee under this Agreement in relation to the exercise of the sub-licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, rights. No arrangement with the right to freely sublicense such Intellectual Property; (ii) the sublicensee Approved Sublicensee shall be bound by confidentiality obligations grant rights in respect of any Included Films that are no less stringent greater than those set forth granted to Licensee hereunder. Any use of marketing materials in Article 7 respect of any Included Films including on the Approved Sublicensees’ web pages is strictly in accordance with respect this Agreement and the Licensor’s written instructions from time to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedtime.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject Subject to the terms and conditions of this Agreement; , Bausch Health may grant sublicenses of the licenses granted to it under Section 2.1 (a) to its Affiliates, provided that such sublicense automatically terminates if such Sublicensee ceases to be an Affiliate of Bausch Health, and (b) to a Third Party solely with the prior written consent of Clearside, such consent not to be unreasonably withheld, conditioned, or delayed. Bausch Health shall ensure that any such permitted sublicense is consistent with the terms and conditions of this Agreement, including that (i) each Sublicensee shall comply with Applicable Law, (ii) each Sublicensee shall expressly exclude the right to further sublicense without the consent protect and keep confidential any Confidential Information of BRNI, which shall not be commercially unreasonably withheldClearside in accordance with Article 9; and (iii) each Sublicensee shall be made pursuant comply with Invention assignment obligations under Section 12.1, and (iv) the applicable sublicense will automatically terminate if the Sublicensee challenges, directly or indirectly, the validity, enforceability, or scope of any claim with the Licensed Patents in a court or other governmental agency of competent jurisdiction, including in a reexamination or opposition proceeding. Within [***] after execution, Bausch Health shall provide Clearside with a full and complete copy of each agreement granting a sublicense to a written agreement between Neurotrope and such sublicensee providing Third Party; provided that Neurotrope’s Bausch Health may redact any confidential or sensitive information contained therein that is not necessary to confirm compliance with this Agreement. Bausch Health shall remain directly responsible for all of its obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party that have been delegated or sublicensed to this Agreement. Neurotrope shall be liable and responsible forany permitted Sublicensee, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee such Sublicensee conduct that would be have constituted a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement as if it had been engaged in by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executedBausch Health.

Right to Sublicense. Neurotrope shall have no right XYNOMIC is entitled to sublicense the its rights granted in under Section 2.1 2.2, to any of its Affiliates, provided that it shall inform BII of such sublicense. Any sublicense to a Third Party, without the prior written consent Party by XYNOMIC of BRNI, which shall not be commercially unreasonably withheldits rights with respect to [****]. Any such permitted sublicense: (i) sublicense is subject to the sublicense agreement containing terms and conditions that are not inconsistent with those contained in this Agreement, and shall include, inter alia, provisions regarding confidentiality, indemnification, audit, record-keeping, termination and consequences of termination for BII's protection that are consistent with the corresponding terms and conditions provided herein. XYNOMIC shall remain liable to BII for all obligations under this Agreement, including its obligation to pay any amounts due on account of sales or other disposition of Compounds and Products by Sublicensees. XYNOMIC shall send to BII a copy of the signed sublicensing agreement within [****] after its execution; subject to reasonable redaction of confidential information. The Parties acknowledge that any and all information provided by XYNOMIC to BII under this Section 2.3 shall be deemed to be Confidential Information of XYNOMIC and shall be subject to the terms of Section 11. ****Text Omitted and conditions Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406 2.4 Termination of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under Sublicenses. If this Agreement is terminated [****] the Parties agree that each Sublicensee’s license [****] shall survive if the relevant Sublicensee agrees in writing to be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume bound by all liabilities and responsibilities for, of the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach terms of this Agreement if performed [****]. Upon BII’s request, BII and such Sublicensee shall formalize such surviving sublicense by Neurotrope shall be deemed to be executing a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond direct license under the Term of this Agreement. Without limiting any other provision of this Section 2.2Licensed Know-How, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executed.[****]

Right to Sublicense. Neurotrope shall have no right to sublicense the rights The licenses granted in Section 2.1 ‎2.1 include the right to grant sublicenses (through multiple tiers) to Third Parties (each such Third Party sublicensee, a Third Party“Sublicensee”), without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicenseprovided that: (i1) each such sublicense shall be subject subordinate to this Agreement, (2) no such sublicense shall impair EYEFITE (directly or with and through its Sublicensees) to perform its obligations hereunder, (3) no such sublicense shall limit or impair CANFITE’s rights hereunder, (4) no such sublicense shall limit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions set forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to develop and commercialize the Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and the obligation to keep records and make reports hereunder, (6) the sublicense will require the approval of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNICANFITE, which shall will not be commercially unreasonably withheld; , and (iii7) shall be made pursuant to a written agreement between Neurotrope and as far as such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee sublicense includes also the PHS Patents, also the approval of PHS, as if such sublicensee were a party to this stipulated in the PHS Agreement. Neurotrope EYEFITE shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI CANFITE with a true, accurate and complete copy of each sublicense agreement for BRNI’s review prior with its Sublicensees promptly after execution. Each sublicense granted to a Sublicensee by EYEFITE to any rights licensed to it hereunder shall terminate immediately upon the termination of the license from CANFITE to EYEFITE with respect to such rights as of the effective date of such termination by CANFITE pursuant to Section ‎11.2(b), provided however, that if a Sublicensee is not in material default of its obligations to EYEFITE under its sublicense agreement, and within sixty (60) days of such termination the Sublicensee agrees in writing to be bound directly to CANFITE under a license agreement being executedsubstantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting such Sublicensee for EYEFITE, then such sublicense shall not so terminate.

Right to Sublicense. Neurotrope shall have no right to OnCore may sublicense the rights granted in to it under Section 2.1 to one or more of its Affiliates or Third Parties at any time. OnCore shall use Commercially Reasonable Efforts to ensure that any such Third Party to which it grants a Third sublicense is financially sound and able to meet the obligations of any sublicense agreement. OnCore shall remain responsible for the performance of its obligations under this Agreement, including the performance of its sublicensees, particularly with respect to all payments due hereunder, whether or not such payments are made by the sublicensing Party, its Affiliates or its sublicensees. OnCore shall provide reasonable advance notice of any such sublicense to NeuroVive and shall, upon request, provide NeuroVive the opportunity to review the sublicense agreement. All such notices of sublicenses shall be deemed to be Confidential Information of the OnCore subject to the provisions of ARTICLE 9 whether or not so marked, and NeuroVive shall not disclose such Confidential Information to any Third Party or use such Confidential Information for any purpose other than for the purposes of Section 2.2.3, except (a) to the extent required under applicable securities and other laws, and (b) to attorneys, accountants and other advisors, and to existing and prospective investors, lenders, licensees or collaborators, subject to commercially reasonable precautions to protect the confidentiality of the information. Notwithstanding the foregoing, in the event that any such sublicense would convey substantially all rights granted to OnCore under this Agreement, such sublicense shall not be effective without the prior written consent of BRNINeuroVive, which shall such consent not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions of this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, unreasonably withheld or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executeddelayed.