Common use of Sublicense Clause in Contracts

Sublicense. Prior to the execution of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification of the identity and address of the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having to stay confidential between LICENSEE and Sublicensee). For the avoidance of doubt, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEE.

Sublicense. Prior COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERM-TRANSFERT written notification LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the identity and address grant of rights under the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee PATENT RIGHTS within thirty (30) days from LICENSEE notificationof its execution. Each SUBLICENSE shall: (a) be consistent with the terms, then conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDEach SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. Subject to any confidentiality obligation of LICENSEE, LICENSEE COMPANY shall also notify INSERM-TRANSFERT (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the sublicense Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT its rights as a signed copy third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the agreement obligation of SUBLICENSEE sought to be enforced (possibly with some blank on information having the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to stay confidential between LICENSEE commence and Sublicensee). For continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the avoidance Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of doubtnotice to COMPANY pursuant to clause (w) above, INSERM-TRANSFERT acknowledges and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that the terms SUBLICENSEE is in breach of the sublicense and the sublicense agreement itself may Obligation sought to be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEenforced.

Sublicense. Prior Subject to Section 5.01 and to the execution written consent of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification of the identity and address of the potential Sublicensee for approvalNoven, which approval consent may be withheld in Noven's sole discretion, Endo shall have the right (a) to appoint any Person as a subdistributor in the Territory (and/or such other territory as the parties may agree upon from time to time) as provided herein (each such approved subdistributor, an "Approved Subdistributor") and (b) to delegate to such Approved Subdistributor the whole or any part of its obligations; provided that (i) Endo shall remain primarily liable for the Approved Subdistributor's compliance with this Agreement, (ii) prior to or concurrently with its appointment, each Approved Subdistributor shall enter into an agreement with Endo (each, an "Approved Subdistributor Agreement") that is consistent with this Agreement, and that shall not thereafter be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to amended or modified in any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT manner inconsistent with the terms of hereof, (iii) each Approved Subdistributor Agreement shall name Noven as a third party beneficiary, and (iv) no Approved Subdistributor Agreement shall permit such Approved Subdistributor to appoint or assign such agreement, or delegate any obligations, to any other subdistributor. Endo shall be solely responsible for the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reportsfees of, prior the signature of and any sublicenseother payments to, each Approved Subdistributor. Promptly following the execution of any sublicenseUpon Noven's request, LICENSEE will communicate INSERM-TRANSFERT Endo shall make available to Noven a signed redacted copy of each Approved Subdistributor Agreement evidencing such agreements conformance with the agreement requirements of this Section 2.04. The foregoing notwithstanding, nothing herein shall prevent or prohibit Endo from using subcontractors to perform certain of its internal business functions, such as utilizing a contract sale force, ad agency, contract distribution services and contract safety services: provided, however, that (possibly with some blank on information having i) Endo shall retain strategic control over the marketing and sale of Licensed product, (ii) Endo shall remain fully liable and responsible to stay confidential between LICENSEE Noven for all actions and/or inactions of its subcontractors under this Agreement as though such actions and/or inactions were made by Endo itself; and, (iii) Endo shall be solely responsible for the fees of, and Sublicensee). For the avoidance of doubtany other payments to, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEeach subcontractor.

Sublicense. Prior Subject to Section 5.01 and to the execution written consent of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification of the identity and address of the potential Sublicensee for approvalNoven, which approval consent may be withheld in Noven's sole discretion, Endo shall have the right (a) to appoint any Person as a subdistributor in the Territory (and/or such other territory as the parties may agree upon from time to time) as provided herein (each such approved subdistributor, an "APPROVED SUBDISTRIBUTOR") and (b) to delegate to such Approved Subdistributor the whole or any part of its obligations; PROVIDED that (i) Endo shall remain primarily liable for the Approved Subdistributor's compliance with this Agreement, (ii) prior to or concurrently with its appointment, each Approved Subdistributor shall enter into an agreement with Endo (each, an "APPROVED SUBDISTRIBUTOR AGREEMENT") that is consistent with this Agreement, and that shall not thereafter be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to amended or modified in any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT manner inconsistent with the terms of hereof, (iii) each Approved Subdistributor Agreement shall name Noven as a third party beneficiary, and (iv) no Approved Subdistributor Agreement shall permit such Approved Subdistributor to appoint or assign such agreement, or delegate any obligations, to any other subdistributor. Endo shall be solely responsible for the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reportsfees of, prior the signature of and any sublicenseother payments to, each Approved Subdistributor. Promptly following the execution of any sublicenseUpon Noven's request, LICENSEE will communicate INSERM-TRANSFERT Endo shall make available to Noven a signed redacted copy of each Approved Subdistributor Agreement evidencing such agreements conformance with the agreement requirements of this Section 2.04. The foregoing notwithstanding, nothing herein shall prevent or prohibit Endo from using subcontractors to perform certain of its internal business functions, such as utilizing a contract sale force, ad agency, contract distribution services and contract safety services: provided, however, that (possibly with some blank on information having i) Endo shall retain strategic control over the marketing and sale of Licensed product, (ii) Endo shall remain fully liable and responsible to stay confidential between LICENSEE Noven for all actions and/or inactions of its subcontractors under this Agreement as though such actions and/or inactions were made by Endo itself; and, (iii) Endo shall be solely responsible for the fees of, and Sublicensee). For the avoidance of doubtany other payments to, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEeach subcontractor.

Sublicense. Prior COMPANY may grant sublicenses under the PATENT RIGHTS to third parties under this Agreement, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERMLICENSOR with a redacted confidential copy of each sublicense agreement between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within forty-TRANSFERT written notification five (45) days of its execution. Each sublicense agreement shall: (a) be consistent with the terms, conditions and limitations of this Agreement, (b) name LICENSOR as an intended third party beneficiary of the identity obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, (c) specifically incorporate Paragraphs 6.2 “Representations by LICENSOR”, 7.1 “Indemnification”, 10.1 “Use of Name”, and address 10.4 “Insurance” into the body of the potential Sublicensee for approvalsublicense agreement, which approval shall not be unreasonably withhold. Should not INSERMand cause the terms used therein to have the same meaning as in this Agreement, and (d) permit the SUBLICENSEE to grant further sublicenses, provided that such sub-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee sublicensees shall be deemed approved subject to all of the terms and conditions of this Paragraph 2.2. The redacted copy of each sublicense agreement or sub-sublicense agreement furnished to LICENSOR by INSERM-TRANSFERTCOMPANY shall be the Confidential Information of COMPANY. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933COMPANY shall (a) be and remain responsible for the performance by such SUBLICENSEE, AS AMENDED. Subject to any confidentiality obligation of LICENSEEand such SUBLICENSEE’s sublicensees, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the sublicense this Agreement, and any action by a SUBLICENSEE, and such SUBLICENSEE’s sublicensees, that would, if conducted by COMPANY, be a breach of this Agreement, shall be deemed a breach of this Agreement by COMPANY, and (b) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE, and such SUBLICENSEE’s sublicensees, hereunder and take appropriate enforcement action against such SUBLICENSEE, and such SUBLICENSEE’s sublicensees, for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having failure to stay confidential between LICENSEE and Sublicensee)pay or to properly calculate payments. For the avoidance of doubt, INSERM-TRANSFERT acknowledges that an agreement between any of COMPANY, an AFFILIATED COMPANY or a SUBLICENSEE and a third party granting rights (in the absence of consideration to COMPANY, AFFILIATED COMPANY, or SUBLICENSEE) to the third party to perform research or development activities solely on behalf of COMPANY, AFFILIATED COMPANY, or SUBLICENSEE, but not rights to commercialize or otherwise exploit LICENSED PRODUCTS, shall not be deemed to be a sublicense hereunder and shall not be subject to the terms of the sublicense this Paragraph 2.2; provided, however, that COMPANY will remain solely responsible for such agreements and the sublicense agreement itself may be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations actions of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEparty it contracts with thereunder.

Sublicense. Prior COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERM-TRANSFERT written notification LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the identity and address grant of rights under the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee PATENT RIGHTS within thirty (30) days from LICENSEE notificationof its execution. Each SUBLICENSE shall: (a) be consistent with the terms, then conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the Sublicensee obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [###]. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be deemed approved the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT such SUBLICENSEE with the terms of the sublicense this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate enforcement action against such SUBLICENSEE for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT its rights as a signed copy third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the agreement obligation of SUBLICENSEE sought to be enforced (possibly with some blank on information having the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to stay confidential between LICENSEE commence and Sublicensee). For continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the avoidance Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of doubtnotice to COMPANY pursuant to clause (w) above, INSERM-TRANSFERT acknowledges and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that the terms SUBLICENSEE is in breach of the sublicense and the sublicense agreement itself may Obligation sought to be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicenseeenforced. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEE.[###] = REDACTED INFORMATION

Sublicense. Prior COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERM-TRANSFERT written notification LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the identity and address grant of rights under the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee PATENT RIGHTS within thirty (30) days from LICENSEE notificationof its execution. Each SUBLICENSE shall: (a) be consistent with the terms, then conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the Sublicensee obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, (c) shall be deemed approved in writing and shall expressly set forth all rights in PATENT RIGHTS conveyed or to be conveyed to a SUBLICENSEE and all consideration received or to be received by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “or on behalf of COMPANY in respect of the conveyance of such rights and (d) [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933LICENSOR acknowledges and agrees that notwithstanding anything to the contrary in the NOVARTIS SUBLICENSE AGREEMENT, AS AMENDED. Subject the NOVARTIS SUBLICENSE AGREEMENT satisfies each of the requirements set forth in the previous sentence, as further set forth in this AMENDMENT #2; provided, however, this acknowledgement and agreement shall not be construed to any confidentiality affect the obligation of LICENSEE, LICENSEE COMPANY to indemnify the ST. JUDE [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. INDEMNITEES pursuant to the AGREEMENT or otherwise be read in derogation of the rights of the ST. JUDE INDEMNITEES to be indemnified thereunder. Each SUBLICENSE furnished to LICENSOR by COMPANY shall also notify INSERM-TRANSFERT be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of the sublicense this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate enforcement action against such SUBLICENSEE for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT its rights as a signed copy third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the agreement obligation of SUBLICENSEE sought to be enforced (possibly with some blank on information having the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to stay confidential between LICENSEE commence and Sublicensee). For continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the avoidance Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of doubtnotice to COMPANY pursuant to clause (w) above, INSERM-TRANSFERT acknowledges and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that the terms SUBLICENSEE is in breach of the sublicense and the sublicense agreement itself may Obligation sought to be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEenforced.

Sublicense. Prior Columbia grants to Company the right to grant sublicenses on the following conditions: (i) the Sublicensee agrees to abide by and be subject to all the terms and provisions of this Agreement applicable to Company; (ii) the Sublicensee has no further right to grant sublicenses under this Agreement; (iii) if any Sublicensee (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or other forum, Company shall, upon written request by Columbia and to the execution of any sublicenseextent permitted by applicable law, LICENSEE shall provide INSERM-TRANSFERT written notification of the identity and address of the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of forthwith terminate the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reportsagreement with such Sublicensee, prior the signature of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having to stay confidential between LICENSEE and Sublicensee). For the avoidance of doubt, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered provides for such right of termination by a confidentiality obligation and Company; (iv) the sublicense agreement provides that, as in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement controls; (v) the Sublicensee submits quarterly reports to Company consistent with the reporting provision of Section 5a herein; (vi) Company remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; (vii) Company notifies Columbia of any proposed grant of a consequencesublicense and provides to Columbia, the notification and communication obligations upon request, an unredacted copy of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication any proposed sublicense agreement at least seven (7) business days before execution of the sublicense terms in the form such sublicense agreement exists at such time, which for clarity, may be updated due to negotiation between Company and agreement the relevant third party in the intervening period; (viii) no such sublicense or attempt to INSERMobtain a sublicensee relieves Company of its obligations under Section 6 to exercise its own commercially reasonable efforts, directly or through a sublicense, to discover, develop and market Products, nor relieve Company of its obligations to pay Columbia any and all license fees, royalties and other payments due under the Agreement, including but not limited to under Sections 4, 5 and 11 of the Agreement; (ix) Columbia is a third-TRANSFERT shall not give rise party beneficiary of such sublicense, entitled to any claim from INSERM-TRANSFERT and/or enforce it in accordance with its terms; and (x) Columbia has no liability of LICENSEEany kind or manner to such sublicensee except as may be set forth in Section 16(d).

Sublicense. Prior Company may grant and authorize sublicenses through multiple tiers under the licenses granted to it pursuant to Paragraph 2.1, subject to the execution terms and conditions of any sublicensethis Paragraph 2.2. As a condition to its validity and enforceability, LICENSEE each sublicense agreement shall: (a) reference and give recognition to this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) name JHU as an intended third party beneficiary of the obligations of SUBLICENSEE with respect to provisions to be included in the sublicense agreement for JHU’s benefit in accordance with subsection (d) below, in each case without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE, and (d) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, provided that notwithstanding the terms of Paragraph 10.4, SUBLICENSEE, if it is an organization with a market capitalization in excess of [***] US Dollars (USD$[***]), may self insure so long as SUBLICENSEE represents and warrants that it is self insured for potential amounts payable pursuant to obligations under this Agreement, shall have the right to self-insure to the extent consistent with its normal business practices. Company shall provide INSERM-TRANSFERT written notification to JHU a copy [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the identity and address of the potential Sublicensee for approvaleach fully executed sublicense agreement, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days of execution by both Company and proposed SUBLICENSEE, provided that Company may redact from LICENSEE notificationsuch copy any confidential terms that are not necessary to determine compliance with this Agreement. To the extent that any terms, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature conditions or limitations of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having to stay confidential between LICENSEE and Sublicensee). For the avoidance of doubt, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a confidentiality obligation are inconsistent with this Agreement, those terms, conditions and that, as a consequence, the notification limitations are null and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEvoid against JHU.

Sublicense. Prior Either Party may sublicense its rights under the Co-Development Agreement to Third Parties who agree to be bound to the execution of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification terms and conditions of the identity Collaboration Agreement, Appendix D and address Appendix E, upon receipt of the potential Sublicensee for approvalwritten consent of the other Party, which approval shall such consent not to be unreasonably withholdwithheld. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. [ * ] = CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. Subject [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. APPENDIX E Heads of Co-Commercialization Agreement This Heads of Co-Commercialization Agreement sets forth the basic understanding of the Parties relating to the Co-Commercialization of Products associated with a given Collaboration Lead Compound and for further good faith discussions of the terms and conditions to be contained in definitive written Agreement(s) pertaining to co-commercialization for a pharmaceutical preparation for human use containing the “Product”. This Heads of Co-Commercialization Agreement shall be [ * ], and the [ * ] that [ * ] to which this [ * ] of the Collaboration Agreement [ * ]. The terms of any confidentiality obligation of LICENSEE, LICENSEE such Co-Commercialization Agreement shall also notify INSERM-TRANSFERT be consistent with the terms of the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having to stay confidential between LICENSEE and Sublicensee). For the avoidance of doubt, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEbelow.

Sublicense. Prior Subject to approval over any project pursuant to Section 3.3 (each, a “Media Project”), HOFV and its Affiliates shall have the execution of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification right to sublicense (a) the production and creation of the identity HOFV Works and address (b) Exploitation of the potential Sublicensee for approvalPFHOF Works hereunder, provided that as part of the approval of the particular Media Project (which approval shall include any material changes or modifications to any previously approved Media Project), PFHOF has approved each sublicensee(s) involved in any such Media Project, in each case which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having to stay confidential between LICENSEE and Sublicensee). For the avoidance of doubt, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a confidentiality obligation and withheld; provided that, as a consequence, condition to the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication approval of the sublicense particular Media Project and each sublicensee, (i) HOFV shall provide to PFHOF such background, financial and other information available to HOFV related to each sublicensee as PFHOF may reasonably request; (ii) HOFV and its Affiliates shall cause each such sublicensee to comply with all terms and agreement conditions of this Agreement; (iii) neither HOFV nor its Affiliates shall be relieved of any of its obligations under this Agreement as a result of any such sublicense, and will be primarily responsible for any acts or omissions of each such sublicensees in connection with any such project; and (iv) HOFV and its Affiliates shall provide PFHOF with periodic progress reports on each Media Project, including a record of any elements of the Media Project that are materially different from or in addition to INSERM-TRANSFERT those as previously approved by PFHOF so as to ensure continued compliance with this Agreement. Provided further, it shall not give rise be unreasonable for PFHOF to withhold its consent for a proposed sublicensee if (i) PFHOF reasonably and justifiably concludes that the proposed sublicensee reflects negatively on the image and reputation of PFHOF or would otherwise tarnish the brand of PFHOF or portray the PFHOF Marks in a negative light, or (ii) after exercising commercially reasonable efforts to mitigate any claim from INSERM-TRANSFERT and/or liability of LICENSEEconflict, affiliation with the proposed sublicensee would violate any Rights Restrictions.