Common use of Sublicense Agreements Clause in Contracts

Sublicense Agreements. AstraZeneca shall, in each agreement under which it grants a sublicense under a license set forth in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. Each Sublicense Agreement shall be subject to the applicable terms and conditions of this Agreement, the DFCI Agreement and any Third Party licenses sublicensed to the Sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions relevant to this Agreement unredacted) to FibroGen within twenty (20) days after execution thereof, and FibroGen shall have the right to provide such copy to DFCI; provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a copy of the reports received by AstraZeneca from its Sublicensees during the preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting under the Sublicense Agreement, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen shall have the right to provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in respect of information disclosed to DFCI in accordance with this Section 7.3(b), which obligations shall be substantially the same as those undertaken by the Parties pursuant to Article 12.

Sublicense Agreements. AstraZeneca Licensee may grant sublicenses of any or all of its rights under Section 2.1; provided, Licensee shall, in each agreement under which it grants : (a) notify Licensor of any proposed grant of a sublicense under (or amendments thereto) and provide to the Licensor a license set forth in Section 7.1 copy of each proposed draft sublicense agreement (eachor amendments thereto) granting a third party the right to market and/or sell any Licensed Product(s) (each a “Sublicense,” and each such third party, a “Sublicense AgreementSublicensee”)) at least seven (7) calendar days prior to the execution of such Sublicense, require (b) obtain each Sublicensee’s written agreement to be bound by the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee provisions of Sections 2.3, 3.2, 3.4, 3.5, 3.6, 7, 8 and its Affiliates) 9 of this Agreement and (Bc) provide the following to FibroGen if this Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminates: (i) the assignment and transfer not be relieved of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to hereunder as a consequence of such Sublicense Agreementsublicense(s). Each Sublicense Agreement shall be subject to the applicable terms and conditions Upon termination of this Agreement, Licensee must provide notice of such termination to each Sublicensee under this Agreement within ten (10) business days. Any Sublicense that was in effect immediately prior to such termination, and such Sublicensee’s rights under such Sublicense will only survive with WSU as the DFCI Sublicensee’s direct licensor if (i) such Sublicensee is not the cause of breach that resulted in termination of this Agreement and any Third Party licenses sublicensed to the Sublicensee. AstraZeneca shall include a copy is not itself in breach of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement obligation under its sublicense or this Agreement; (which may be redacted but shall contain all provisions relevant to this Agreement unredactedii) to FibroGen within twenty ten (2010) business days after execution thereofreceipt of notice of termination of this Agreement, such Sublicensee provides written notice to WSU of its election to continue its Sublicense as a direct license from WSU and FibroGen of its agreement to assume all obligations, including without limitation, obligations for payment, contained in its Sublicense agreement; and (iii) WSU, at its sole discretion, consents in writing to such election. The royalties payable to WSU in respect to Sublicenses are set forth in Sections 3.2 and 3.3. WSU shall have the right to provide such copy receive unredacted copies of Sublicenses and all relevant reports received from Sublicensees, and redacted copies containing confidential information unrelated to DFCI; provided that with respect to the license granted herein so long as the redacted information does not prevent WSU from enforcing any of its rights. To the extent any terms, conditions or limitations of any Sublicense Agreement agreement are inconsistent with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a copy of the reports received by AstraZeneca from its Sublicensees during the preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting under the Sublicense this Agreement, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent differentthose terms, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen shall have the right to provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality conditions and non-use obligations in respect of information disclosed to DFCI in accordance with this Section 7.3(b), which obligations shall be substantially the same as those undertaken by the Parties pursuant to Article 12limitations are null and void against WSU.

Sublicense Agreements. AstraZeneca shall, in each agreement Sublicenses under which it grants a sublicense under a license set forth in this Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Agreement terminates and to AstraZeneca if 2.3 shall be granted only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. Each Sublicense Agreement written agreements, which shall be subject to and consistent with the applicable terms and conditions of this Agreement. Such Sublicense agreements shall contain, the DFCI Agreement and any Third Party licenses sublicensed among other things, provisions to the Sublicenseefollowing effect: 8 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. AstraZeneca REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall include a copy state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the DFCI Agreement license set forth in all Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense Agreements. AstraZeneca shall forward a copy terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense Agreement (which may be redacted but shall contain all provisions relevant agreement such that Licensee would have the right to this Agreement unredacted) to FibroGen within twenty (20) days after execution thereofterminate such Sublicense agreement, and FibroGen such Sublicensee shall have the right to provide such copy to DFCI; obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a copy (a) the scope of the reports received license granted directly by AstraZeneca from its Sublicensees during the preceding twelve (12) month period under each Sublicense Agreement as Harvard to such Sublicensee shall be pertinent coextensive with the scope of the license granted by Licensee to such Sublicensee, (ib) the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting under if the Sublicense Agreementgranted to such Sublicensee was non-exclusive, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen such Sublicensee shall not have the right to provide participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations Sublicense agreement on the terms set forth in respect of information disclosed to DFCI in accordance with this Section 7.3(b)2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which obligations shall the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be substantially the same as those undertaken bound by the Parties pursuant to Article 12.terms of such Sublicense agreement. 2.3.3

Sublicense Agreements. AstraZeneca Licensee may not license, distribute, or otherwise provide access to the Technology, either directly or indirectly, to any sublicensee, unless the identity of such sublicensee and the site where the sublicensed rights will be used have been approved (which approval shall not be withheld unless such proposed sublicensee is a competitor of INSA as is further set forth below) (vi), in writing by INSA and Perigene, and the sublicensee is made subject to a sublicense agreement, which agreement shall, in each agreement under which it grants a sublicense under a license set forth in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to among other things: (A) comply with protect INSA’s and Perigene’s confidential information and Intellectual Property Rights in the obligations in Section 7.8 (Technology to at least the same degree as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. Each Sublicense Agreement shall be subject to the applicable terms and conditions of this Agreement; (B) require such sublicensee to comply fully with all applicable laws and regulations in any of its dealings with respect to the Technology; (C) prohibit such sublicensee from making any unauthorized or illegal use of the Technology, (D) contain a provision limiting INSA’s and Perigene’s liability under the sublicense agreement in the same manner limited herein; (E) be terminable by Licensee in conformance with the termination provisions of this Agreement, (F) designate INSA and Perigene as a third party beneficiary of the sublicense agreement; and (G) at INSA’s Perigene’s option, automatically terminate upon the termination of this Agreement. Further, the DFCI Agreement aforementioned form of sublicense agreement shall be subject to INSA’s and Perigene’s prior review and approval. If at any Third Party licenses sublicensed time Licensee becomes aware of a breach thereof by a sublicensee, Licensee shall be obligated to (1) notify INSA and Perigene immediately of such breach, and (2) fully enforce its termination rights thereunder. Licensee will pursue any and all legal and equitable remedies available to Licensee against any such sublicensee to the Sublicenseeextent practicable under the circumstances and will also reasonably cooperate with INSA and Perigene in connection with any legal or equitable action INSA and Perigene may take against any such sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions relevant to this Agreement unredacted) to FibroGen within twenty (20) days after execution thereof, INSA and FibroGen Perigene shall have the right to provide reject a proposed sublicensee only if such copy party is a competitor of either INSA or Perigene, in which case, for the rejection to DFCI; provided that be effective, INSA and Perigene must notify Licensee of such rejection in writing within ten (10) business days after Licensee first identifies the proposed sublicensee in writing to INSA and Perigene. If Licensee disagrees with respect to any Sublicense Agreement with an Affiliate of AstraZenecaINSA and Perigene’s determination, AstraZeneca shall only be required to provide such copy upon FibroGenit must so notify INSA and Perigene within five (5) business days after receiving INSA and Perigene’s request. Annuallywritten rejection, AstraZeneca shall forward to FibroGen a copy in which case, the respective Chief Executive Officers of the reports received by AstraZeneca from its Sublicensees during parties will attempt to resolve such dispute immediately. In the preceding twelve event the Chief Executive Officers are unable to reach an agreement within ten (1210) month period under each Sublicense Agreement as shall business days after Licensee’s notice of dispute, the matter will be pertinent submitted immediately to (i) arbitration in a mutually agreeable location in the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting State of Nevada under the Sublicense AgreementRules of the American Arbitration Association. The arbitrator will be mutually selected by the parties using their best efforts to agree on such selection within five (5) business days or, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent differentif they cannot agree, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen shall have the right to provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in respect of information disclosed to DFCI will be appointed in accordance with this Section 7.3(bthe Arbitration Rules within five (5) business days (or as soon as is possible by using best efforts). The parties agree to take all steps reasonably necessary to conduct an expedited arbitration, including having a hearing within five (5) business days (or as soon as is possible using best efforts), which obligations shall be substantially allowing no discovery, limiting the same as those undertaken time of each party’s presentation to the arbitrator to one (1) hour, and instructing the arbitrator to reach a final determination within two (2) business days after conclusion of the presentations. Judgment by the Parties pursuant to Article 12arbitrator may be entered in any court having jurisdiction thereof.

Sublicense Agreements. AstraZeneca shallIn addition to LICENSOR's rights and MASTER LICENSEE's obligations under this Section, upon the termination of this Agreement for any reason, MASTER LICENSEE agrees to assign to LICENSOR or its designee, at LICENSOR's option, MASTER LICENSEE's rights and obligations under those Sublicense Agreements that LICENSOR designates. LICENSOR shall give MASTER LICENSEE written notice of its exercise of this option within sixty (60) days after the effective date of this Agreement's termination. If LICENSOR exercises its option in each agreement under which this Section 15.B., it grants a sublicense under a license set forth shall have ninety (90) days from the date of the notice exercising the option to designate the Sublicense Agreements to be assigned and to prepare for closing. LICENSOR (or its designee) shall not be obligated to pay MASTER LICENSEE for any Sublicense Agreement assigned. All Sublicense Agreements transferred shall be assigned free and clear of any liens, charges, and encumbrances. MASTER LICENSEE agrees to execute, and require all Sublicensees to execute, all documents reasonably required by LICENSOR in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply connection with the obligations assignment. MASTER LICENSEE hereby appoints LICENSOR its true and lawful agent and attorney-in-fact with full power and authority to take the action necessary to complete the assignments. MASTER LICENSEE agrees that this power of attorney shall continue in Section 7.8 full effect regardless of the termination or expiration of this Agreement. MASTER LICENSEE's approved form of Sublicense Agreement shall provide that, if the Sublicense Agreement is not assigned to LICENSOR (as applied to such Sublicensee and or its Affiliatesdesignee) and (B) provide the following to FibroGen if this Agreement terminates and to AstraZeneca if only for whatever reason, such Sublicense Agreement terminates: (i) shall terminate and the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. Each Sublicense Agreement shall be subject to the applicable terms and conditions of this Agreement, the DFCI Agreement and any Third Party licenses sublicensed to the Sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions relevant to this Agreement unredacted) to FibroGen within twenty (20) days after execution thereof, and FibroGen shall no longer will have the right to provide such copy to DFCI; provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a copy of operate the reports received by AstraZeneca from its Sublicensees during the preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting under the Sublicense Agreement, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen shall have the right to provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in respect of information disclosed to DFCI in accordance with this Section 7.3(b), which obligations shall be substantially the same as those undertaken by the Parties pursuant to Article 12Coffeehouse.

Sublicense Agreements. AstraZeneca Each Party shall, in each agreement under which it grants a sublicense under a license set forth in Section 7.1 2.5.1 (each, a “Sublicense Agreement”), require the Sublicensee sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen the other Party if this Agreement terminates and to AstraZeneca the Party that is a party to such Sublicense Agreement (“Sublicensor”) if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials Filings and Regulatory Approvals held or possessed by such Sublicensee sublicensee (which assignment could also be directly to AstraZeneca the Sublicensor prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled controlled by such Sublicensee sublicensee that covers or embodies a Compound or Product or Collaboration Compound Companion Diagnostic or its respective use, manufactureManufacture, sale, or importation and was created by or on behalf of such Sublicensee sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. Each Sublicense Agreement shall be subject to the applicable terms and conditions of this Agreement, the DFCI Agreement and any Third Party licenses sublicensed to the Sublicenseesublicensee. AstraZeneca Sublicensor shall include a copy (x) use reasonable efforts to procure the performance by any sublicensee of the DFCI terms of each such Sublicense Agreement, and (y) be responsible for any breach of this Agreement in all Sublicense Agreementsthat is caused (directly or indirectly) by the performance (or failures to perform) of its sublicense. AstraZeneca The grant of any such sublicense will not relieve Sublicensor of its obligations under this Agreement, except to the extent they are satisfactorily performed by such sublicensee. To the extent Merck grants a sublicense of any rights under the Purdue Licensed Patents, Merck shall forward provide Endocyte with a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions relevant to this Agreement unredacted) to FibroGen within twenty (20) days promptly after the execution thereof, and FibroGen Endocyte shall have the right to provide such copy to DFCI; provided that with respect Purdue, subject to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGenPurdue’s request. Annually, AstraZeneca shall forward to FibroGen a copy of the reports received by AstraZeneca from its Sublicensees during the preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting confidentiality obligations under the Sublicense Purdue Agreement, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen shall have the right to provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in respect of information disclosed to DFCI in accordance with this Section 7.3(b), which obligations shall be substantially the same as those undertaken by the Parties pursuant to Article 12.

Sublicense Agreements. AstraZeneca shall, in each Each sublicense agreement under which it grants a sublicense under a license set forth in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminatesmust: (i) not grant to sublicensees any rights greater than the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be directly rights granted to AstraZeneca prior to any such termination), and the Company under this Agreement; (ii) subject the assignment ofsublicensee to the restrictions imposed on the Company under Article 8 of the JV Agreement; (iii) allow NWIP the right, with reasonable prior notice and during regular business hours or a freely sublicensable exclusive license toat other reasonable times, to audit the sublicensee's records in connection with the licensed rights; and (iv) terminate automatically upon any termination of this Agreement (including, without limitation, termination of all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective of sublicensee's rights to use the Trademarks). Each sublicense agreement must be otherwise in form and substance reasonably acceptable to NWIP. With respect to independent sales professionals, NWIP has approved, and the Company shall use, manufacturethe form Independent Sales Professional Agreement ("ISP Agreement") attached hereto as Exhibit D (with appropriate changes to make it an agreement between the Company and a third party and to create an independent right for NWIP to enforce the provisions indicated by bold print). The Company shall not modify the provisions that are printed in bold print without the prior, salewritten consent of NWIP, which consent shall not be unreasonably withheld. The Company may modify or importation amend any of the other provisions of the ISP Agreement in its discretion as long as such amendments or modifications are consistent with the Joint Venture Agreement and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense this Trademark License Agreement. Each Sublicense Agreement Company shall submit all other form sublicense agreements to NWIP for NWIP's prior approval, which approval shall not be unreasonably withheld. All such agreements shall contain provisions comparable to those indicated in bold print on Exhibit D and shall contain an independent right by NWIP to enforce such provisions. NWIP shall have five (5) business days (commencing on the first business day after the day on which NWIP receives the agreement for review) to comment on any such sublicense agreement. If the Company receives no comments within such five (5) business day period, the agreement shall be subject to the applicable terms and conditions of this Agreement, the DFCI Agreement and any Third Party licenses sublicensed to the Sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions relevant to this Agreement unredacted) to FibroGen within twenty (20) days after execution thereof, and FibroGen shall have the right to provide such copy to DFCI; provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a copy of the reports received by AstraZeneca from its Sublicensees during the preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting under the Sublicense Agreement, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen shall have the right to provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in respect of information disclosed to DFCI in accordance with this Section 7.3(b), which obligations shall be substantially the same as those undertaken by the Parties pursuant to Article 12deemed approved.

Sublicense Agreements. AstraZeneca shall, in each agreement under which it grants a sublicense under a license set forth in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. Each Sublicense Agreement shall be subject to the applicable terms and conditions of this Agreement, the DFCI Agreement and any Third Party licenses sublicensed to the Sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions relevant to this Agreement unredacted) to FibroGen within twenty (20) days after execution thereof, and FibroGen shall have the right to provide such copy to DFCI; provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a copy of the reports received by AstraZeneca from its Sublicensees during the preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and (ii) a royalty accounting under the Sublicense Agreement, in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (to the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the DFCI Agreement. FibroGen shall have the right to provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in respect of information disclosed to DFCI in accordance with this Section 7.3(b), which obligations shall be substantially the same as those undertaken by the Parties pursuant to Article 12.DFCI