Common use of Sublicenses Clause in Contracts

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to Licensee may grant and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included authorize sublicenses within the scope of the license granted to Licensee pursuant to this License Agreement. Celgene will include in Each sublicense granted by Licensee shall be consistent with all terms and conditions of this Agreement. No such agreement shall contain any provision which would cause it to extend beyond the term of this Agreement. Prior to the execution of any sublicense, Licensee shall provide lnserm Transfert notification of the identity and address of the proposed Sublicensee for prior written approval by lnserm Transfert, which shall be withheld only for ethical reasons or if said sub-licenses undermine the image of Inserm or Inserm Transfert. Promptly following the execution of any sublicense, Licensee shall give Inserm Transfert a signed copy of the agreement and any amendments thereto. In any event, the sublicense agreement executed after entered into by Licensee and any Sublicensee, shall in particular contain the License following provisions: • a prohibition on further sub-licensing without the prior written consent of Licensee and Inserm Transfert, which shall not be unreasonably withheld; • reporting obligations of the Sublicensee to Licensee and audit rights for Inserm Transfert that are substantially as restrictive for the Sublicensee as the terms of this Agreement Effective Date for Licensee; • indemnification and insurance obligations of the Sublicensee for the benefit of the Indemnitees (as defined hereinafter) at least as favorable for the Indemnitees as those set out in Articles 7.1 and 7.2; • obligations of confidentiality that relates solely to the Licensed IP a provision are at least as restrictive as those set out in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).Article 9 hereof; and

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill NewLink and its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Affiliates shall have the right to step into grant sublicenses to third parties (each, a “Sublicensee”) under the role LIMR Technology and Patent Rights (with the further rights to sublicense) for all purposes including to research, develop, make, have made, use and sell the Licensed Products. Such sublicenses shall be in writing and expressly subject to the terms of Celgene as sublicensor this Agreement, and shall not grant rights under the Patent Rights that exceed the scope of the rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the Patent Rights or LIMR Technology or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. Upon termination of this Agreement in compliance with the notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effectand be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and he applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, agreement which obligation accrued prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation], the subsublicensee may sell all Licensed Products in its inventory and [complete Licensed Products in the process of manufacture at the time of such termination of this License Agreement solely with respect and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the Licensed IP), sublicensor thereunder and provides one or more accountings of all such sales to LIMR (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicenseewithin thirty (30) days of LIMR’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) request therefore and (vii) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed thirty days after the License Agreement Effective Date that relates solely last such sale, such accountings to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)be certified as true, complete and correct by such sublicensee’s chief financial officer.

Sublicenses. A termination AstraZeneca shall have the right to grant sublicenses, through multiple tiers of sublicenses, under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this License Agreement will not automatically terminate Agreement, and any Person to which a Sublicensee grants a further sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to shall also be a non-Affiliated Sublicensee; provided, provided however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Sublicensee is not then (a) in material breach of any provision of this License Agreement Person to provide contract research or (b) in material breach of the applicable sublicense agreement development services or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgenecontract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will not have the right to step into distribute, market or sell the role Licensed Products shall not be a “Sublicensee” for purposes of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Datethis Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights that Celgene had and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such sublicense, solely with respect Affiliates and Sublicensees to the Licensed IPsame extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, prior Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to termination Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this License Agreement (including the right to receive any payments to Celgene if such action or failure were committed by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)AstraZeneca.

Sublicenses. A termination Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this License Agreement will Section 3.1.5 shall not automatically terminate be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Celgene Genocea pursuant to this Section 3.3 3.1.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for Commercialization rights the performance of its Sublicensees under this Agreement. If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. effective date of such termination, automatically become a direct licensee of Isconova with respect to a non-Affiliated and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, provided as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, under no circumstances shall Isconova have obligations to any Sublicensee that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise are greater than those owed to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued Genocea hereunder as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)preceding sentence.

Sublicenses. A termination Dermira and its Affiliates shall have the right to grant sublicenses (through multiple tiers) to third parties (each such third party, a “Sublicensee”) of this License Agreement will not automatically terminate any sublicense the rights licensed under Sections 2.1 and 2.2. Sublicenses of the rights granted to Dermira and its Affiliates under Section 2.2 may only be granted to a third party to which Dermira, an Affiliate of Dermira or a Sublicensee grants the right to research, develop or commercialize products in the Field using Xxxxxxx Data. However, notwithstanding the grant of sublicenses by Celgene pursuant Dermira and/or its Affiliates hereunder, Dermira shall remain obligated to pay all milestone payments under Section 3.3 for Commercialization rights 4.1 that become due as a result of activities by Affiliates of Dermira or Sublicensees, and all royalties due to Licensor with respect to Net Sales of Licensed Products by Affiliates of Dermira and Sublicensees. Any sublicense agreement, whether by Dermira or an Affiliate of Dermira or a non-Affiliated Sublicensee, provided that shall not be inconsistent with the terms of this Agreement nor exceed the scope of the license granted to Dermira under this Agreement and shall include (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach an obligation of the applicable sublicense agreement or otherwise Sublicensee to indemnify Licensor and its Affiliates as provided in breach of such sublicense agreement Section 11.1 and Xxxxxxx and its Affiliates as provided in a manner that would give rise the Xxxxxxx Side Letter, subject to a right of termination on conditions and procedures substantially equivalent to those contained in Section 11.2 and the part of CelgeneXxxxxxx Side Letter, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment confidentiality obligations hereunderof the Sublicensee no less protective of the Xxxxxxx Data than those contained in Article 9, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role an express statement that Xxxxxxx and its Affiliates are intended third party beneficiaries of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under agreement. Dermira shall promptly thereafter provide Licensor a true and correct copy of each such sublicense, solely provided that Dermira or the Sublicensee may redact confidential provisions of the sublicense agreement that are not reasonably required for Licensor to confirm compliance with respect to the Licensed IP, prior to termination of this License Agreement (including but not the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date identity of the termination of this License Agreement solely with respect to Sublicensee). Licensor agrees that the Licensed IP), obligations in (ivi) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause and (iii) above) above and (v) the survival obligation to provide copies of such sublicenses shall not apply to sublicense will agreements entered into by Dermira or its Affiliates or a Sublicensee with contract research organizations, contract manufacturing organizations and similar third parties performing services for the benefit of Dermira or its Affiliates or a Sublicensee which sublicense does not result in an imposition of include any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely right to the commercialize Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)Product.

Sublicenses. A ESPERION shall have the right to sublicense ----------- rights granted in Section 2. 1, subject to MX's right to review and comment on the proposed sublicense as provided below. ESPERION shall provide a brief summary of the nature of the proposed sublicense and the name of such proposed sublicensee, except to the extent prohibited by the terms of any confidentiality agreement between ESPERION and such proposed sublicensee, and sufficient portions of the proposed sublicensing agreement to permit RNEX to evaluate whether the agreement contains covenants by the Sublicensee to observe and perform similar terms and conditions to those in the UBC License Agreement and in this Agreement. If INEX does not provide ESPERION with its comments within ten (IO) calendar days after such request is given by ESPERION, INEX shall be deemed to have waived its right to review and comment. Within ten (IO) calendar days after execution of a sublicensing agreement, ESPERION shall provide INEX with a copy thereof. Within thirty (30) calendar days after receiving such copy, INEX shall notify ESPERION, in express terms, of any deficiency or failure of the sublicensing agreement to satisfy the terms and conditions of the UBC License Agreement and this Agreement. The consent of UBC shall not be required. All sublicenses granted by ESPERION shall be personal to the sublicensee and shall not be assignable without the prior written consent of INEX, except as provided by this Section 2.4. Such sublicenses shall terminate upon the termination of ESPERION's rights granted herein unless events of default are cured by ESPERION or Sublicensee within sixty (60) days of notification by INEX of default and/or as provided by the terms of this Agreement. Each sublicense shall contain covenants by the Sublicensee to observe and perform similar terms and conditions to those in the UBC License Agreement will not automatically terminate and in this Agreement. INEX agrees that if ESPERION has provided to INEX notice that ESPERION has granted a sublicense to a Sublicensee under this Agreement, then in the event INEX terminates this Agreement for any sublicense reason provided hereafter, INEX shall provide to such Sublicensee written notice of such termination no less than sixty (60) days prior to the effective date of such termination. The Sublicensee may during such sixty (60) day period provide to INEX notice wherein the Sublicensee: (a) reaffirms the terms and conditions of this Agreement as it relates to the rights the Sublicensee has been granted under the sublicense; (b) agrees to abide by Celgene pursuant all of the terms and conditions of this Agreement applicable to Section 3.3 for Commercialization rights Sublicensees and to discharge directly all pertinent obligations of ESPERION which ESPERION is obligated hereunder to discharge with respect to a non-Affiliated such sublicense; and (c) acknowledges that INEX shall have no obligations to the Sublicensee other than its obligations set forth in this Agreement with regard to ESPERION. INEX agrees that upon such Sublicensee, 's notice and provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise its sublicense, INEX shall grant to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to license rights and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect terms equivalent to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from sublicense rights and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would terms which ESPERION shall have been obligated to pay to Bluebird hereunder with respect granted to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).

Sublicenses. A termination of this License CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License CCPS Agreement pursuant to Section 10.2(a)(iii17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this License CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED on the part of Bluebird that are not included within the scope of this License CCPS Agreement. Celgene will include in any sublicense agreement executed after the License CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b17.4(b).

Sublicenses. A In each sublicense that XXX grants hereunder, XXX shall require that, upon a termination of such sublicense, the sublicensee must promptly transfer and assign to XXX all Regulatory Materials, Regulatory Approvals, and related data and Information relating to the Licensed Products and Compounds that are owned or controlled by such sublicensee (such that XXX will be able to, pursuant to Section 13.4(b), transfer and assign to Virobay all such Regulatory Materials, Regulatory Approvals, and related data and Information upon termination of this License Agreement will not automatically terminate Agreement). In addition, XXX shall ensure that any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) XXX grants hereunder explicitly states that such Sublicensee is not then (a) in material breach of any provision sublicense will immediately terminate upon termination of this License Agreement. Any sublicense that XXX grants hereunder shall be consistent with the terms and conditions of this Agreement or (b) and shall provide that the sublicensee shall be bound by and subject to all applicable terms and conditions of this Agreement in material breach the same manner and to the same extent as XXX is bound thereby. XXX shall remain primarily responsible THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. for all of its sublicensees’ activities and any and all failures by its sublicensees to comply with the applicable terms of this Agreement. XXX shall, within [* * *] days after granting a Third Party a sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into Commercialize the role Licensed Products under Section 2.1(a) above, notify Virobay of Celgene as sublicensor under any the grant of such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such license or sublicense, solely with respect to summarizing the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from license scope and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)territory.

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the Original License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the Original License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b). License Agreement 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense The rights and licenses granted by Celgene pursuant to Section 3.3 for Commercialization rights 2.1 and Section 2.2 include the right to grant sublicenses (through multiple tiers) to Third Parties pursuant to a CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO MERSANA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED written sublicense agreement (each a “Sublicense Agreement”); provided, however, that (a) MERSANA or its Affiliate may only enter into Sublicense Agreements with respect to a non-Affiliated SublicenseeDesignated Targets, provided that (i) and with respect to any specific Designated Target, only after the corresponding License Fee for such Sublicensee is not then (a) in material breach of any provision of this License Agreement or Designated Target has been paid to SNFX; (b) in material breach MERSANA shall provide SNFX with a copy of each such Sublicense Agreement granted under this Section 2.3, and any amendment thereto, within thirty (30) days following execution thereof, it being understood and agreed to by SNFX that commercially sensitive information may be redacted from such copies to the applicable sublicense agreement or otherwise in breach extent such information is not necessary to verify compliance hereunder, and the terms, conditions and existence of such sublicense agreement Sublicense Agreement and amendments thereto shall be deemed the Confidential Information of MERSANA; (c) any such Sublicense Agreement and amendments thereto shall be consistent with and subject to the terms and conditions of this CLOA; (d) MERSANA shall remain fully responsible to SNFX for the performance of its Sublicensee(s) with respect to MERSANA’s obligations under the terms of this CLOA; and (e) MERSANA shall reserve the right under each Sublicense Agreement to conduct an audit of its Sublicensee in a comparable manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure 3.11. MERSANA shall remain obligated to fulfill its payment obligations hereunder, such Sublicensee agrees make all payments due to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities SNFX under the sublicense, (iii) Bluebird will have the right to step into the role terms of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely this CLOA with respect to the Licensed IP, prior to termination activities of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)Sublicensees.

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant Licensee has the right hereunder to Section 3.3 for Commercialization rights with respect grant sublicenses to a non-Affiliated Sublicenseethird parties, provided that sublicensees shall not have the right to grant further sublicenses, and the sublicenses may be of no greater scope or terms than the licenses under SECTIONS 2.1-2.3 above. Licensee shall furnish Licensor within thirty (30) days of the execution thereof a true and complete copy of each sublicense and any changes or additions thereto. Any sublicenses granted by Licensee shall survive termination of the licenses granted to Licensee under SECTIONS 2.1-2.3 of this Agreement, provided that the following conditions are met as of the date of such termination: (a) the written agreement between Licensee and sublicensee pursuant to which the sublicense was granted (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement obligates the sublicensee to thereafter render to Licensor all sublicense royalties or (b) in material breach of other sublicense-related consideration that the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that sublicensee would give rise have owed to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities Licensee under the sublicense, (ii) names Licensor as a third party beneficiary, (iii) Bluebird will have affirms that Licensee shall remain responsible for all obligations to sublicensee, unless Licensor (at its discretion) elects to assume such obligations; and (iv) the right to step into sublicensee under the role sublicense agreement is not directly or indirectly an Affiliate of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all Licensee at the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date time of the termination of this License Agreement solely with respect or for a period of three (3) years after the termination of this Agreement, and if the sublicensee is or becomes an Affiliate of Licensee during such time, then the Licensor will have the right in its sole discretion to terminate the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) sublicense agreement; and (vb) Licensee informs the survival sublicensee in writing (with a copy to Licensor) that the sublicensee's obligations pursuant to subsection (a) are in effect as a result of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)termination.

Sublicenses. A termination of this License CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License CCPS Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License CCPS Agreement pursuant to Section 10.2(a)(iii17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Bluebird Licensed IP, prior to termination of this License CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License CCPS Agreement solely with respect to the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License CCPS Agreement. Celgene will include in any sublicense agreement executed after the License CCPS Agreement Effective Date that relates solely to the Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b17.4(b).

Sublicenses. A termination CYBERKINETICS shall have the right to grant sublicenses consistent with its diligence obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to entering into any sublicense agreement and will provide EMORY with copies of all sublicense agreements within ninety (90) days of their execution date. CYBERKINETICS understands that flipping the Licensed Technology in the form of a sublicense without adding value (i.e. without itself having first undertaken further development activity or requiring that its Sublicensee undertake further development activities) to the Licensed Technology is prohibited and EMORY retains the right to disapprove such sublicensing activities. CYBERKINETICS shall remain responsible to EMORY for the payment of all fees and royalties due under this License Agreement will Agreement, whether or not automatically terminate such payments are made to CYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall include in any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect this Agreement a provision requiring the Sublicensee to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of abide by the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneconfidentiality obligations herein, (ii) if Bluebird terminates this License Agreement indemnify EMORY and (iii) maintain liability insurance coverage to the same extent that CYBERKINETICS is so required pursuant to Section 10.2(a)(iii) Article 10.3 of this Agreement. CYBERKINETICS shall not grant any rights to any Sublicensee, which are *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a Sublicensee, which would be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed to be a breach by such Sublicensee of its sublicense agreement. If this Agreement terminates for Celgene’s failure any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of EMORY with respect to fulfill its payment obligations hereunderthe rights originally sublicensed to it by CYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, comply with all of the terms of this Agreement and assumes the responsibilities of CYBERKINETICS hereunder to the extent applicable from the rights that Celgene had under such sublicense, solely with respect originally sublicensed to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene it by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)CYBERKINETICS.

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense The licenses granted by Celgene Alexza to Cypress in Sections 2.1 and 2.2 may be sublicensed by Cypress to its Affiliates and to Third Parties, and may be further sublicensed by a Sublicensee [...***...]. Each agreement under which Cypress grants a sublicense under the licenses set forth in Sections 2.1 and 2.2 (each, a “Cypress Sublicense Agreement”) shall be consistent with, and subject to the applicable terms and conditions of, this Agreement. With respect to any vendors or subcontractors who receive a sublicense pursuant to this Section 3.3 2.4 (it being understood that a strategic partner, collaborator or commercial licensee shall not be considered a vendor or subcontractor), such Sublicensee shall be required to assign or exclusively license (with the right to grant a sublicense to Alexza) to Cypress all Patents and Know-How made by such Sublicensee related to the Device or Staccato Technology, to the extent useful for Commercialization products other than the Product; provided that if such Sublicensee shall not agree to such obligation, Cypress shall notify Alexza and Alexza shall have the right to negotiate for such rights with respect to such other products other than Product as part of such Cypress negotiations for a non-Affiliated Sublicenseeperiod of 45 days; provided further, that Cypress shall not otherwise be limited in entering into an agreement with such Sublicensee with respect to the Product. Promptly after the execution thereof, Cypress shall provide a copy of each Cypress Sublicense Agreement to Alexza, provided that (i) Cypress may redact from such Sublicensee is copy financial and other terms not then (a) in relevant for purposes of confirming the Cypress Sublicense Agreement’s compliance with the terms of this Agreement. For clarity, a material breach of any provision this Agreement by the acts or omissions of this License a Sublicensee under a Cypress Sublicense Agreement or (b) in shall be deemed a material breach of this Agreement and shall require Cypress to cure such breach or terminate such Cypress Sublicense Agreement. The license granted by Cypress to Alexza in Section 2.3(b) may be sublicensed by Alexza to its Affiliates and to Third Parties, and may be further sublicensed by a Sublicensee *** Confidential Treatment Requested [...***...]. Each agreement under which Alexza grants a sublicense under the license set forth in Section 2.3(b) (each, an “Alexza Sublicense Agreement”) shall be consistent with, and subject to the applicable terms and conditions of, this Agreement. With respect to any vendors or subcontractors who receive a sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to this Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder2.4 (it being understood that a strategic partner, collaborator or commercial licensee shall not be considered a vendor or subcontractor), such Sublicensee agrees shall be required to assign or exclusively license (with the right to grant a sublicense to Alexza) to Alexza all Patents and does pay Know-How made by such Sublicensee related to Bluebird all outstanding amounts the Product, to the extent useful for Product; provided that accrued as a result of if such Sublicensee’s activities under the sublicenseSublicensee shall not agree to such obligation, (iii) Bluebird will Alexza shall notify Cypress and Cypress shall have the right to step into the role of Celgene as sublicensor under any negotiate for such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IPProduct as part of such Alexza negotiations for a period of 45 days; provided further, prior to termination of this License Agreement (including the right to receive any payments to Celgene by that Alexza shall not otherwise be limited in entering into an agreement with such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP)Product. Promptly after the execution thereof, (iv) Alexza shall provide a copy of each Alexza Sublicense Agreement to Cypress, provided that Alexza may redact from such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder copy financial and other terms not relevant for purposes of confirming the Alexza Sublicense Agreement’s compliance with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope terms of this License Agreement. Celgene will include in any sublicense agreement executed after For clarity, a material breach of this Agreement by the License acts or omissions of a sublicensee under an Alexza Sublicense Agreement Effective Date that relates solely shall be deemed a material breach of this Agreement by Alexza and shall require Alexza to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)cure such breach or terminate such Alexza Sublicense Agreement.

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b). Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Sublicenses. A termination (a) Licensee shall have the right to sublicense to any person any of this License Agreement will not automatically terminate any sublicense the rights granted by Celgene pursuant Licensor to Licensee under Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee2.1; provided, however, except as is otherwise provided in Section 7.10 that (i) Licensee shall deliver to Licensor the name, address and such Sublicensee is other information within its control reasonably requested by Licensor regarding each proposed sublicensee, including, but not then (a) in material breach of any provision of this License Agreement or (b) in material breach limited to, information concerning its financial condition and production and marketing capabilities, together with the proposed terms of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise final agreements relating to a right of termination on the part of Celgene, sublicense; (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will Licensor shall have the right to step into the role of Celgene as sublicensor under any approve such sublicense executed after (excluding a sublicense granted to a counterparty in a Corporate Partnering Arrangement) which approval shall not be unreasonably withheld; (iii) the License Agreement Effective Date, agreements relating to such sublicense shall require the sublicensee to comply with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination terms and conditions of this License Agreement (including the right applicable to receive any payments to Celgene by such Sublicensee that accrue from Licensee, except for Sections 3.1, 7.1(b) and after the date of the termination of this License Agreement solely with respect to the Licensed IP7.2(b), ; (iv) such Sublicensee will Licensee shall remain responsible for the performance of its sublicensee(s) under this Agreement and shall pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less Licensor any amounts received or perform or cause to be performed any actions required to be paid or performed under such agreements by Bluebird in clause (iii) above) such sublicensee if the same are not paid or performed promptly when due hereunder; and (v) Licensee's right to sublicense hereunder shall be exclusive to it for the survival duration of such sublicense will not result in an imposition Licensee's exclusive license except as otherwise provided herein. Upon termination of this Agreement for any additional obligations on the part of Bluebird reason, any and all sublicenses that are granted by Licensee pursuant to this Section 2.3 will remain in effect in accordance with their respective terms and shall be assigned to Licensor, except that Licensor shall not included within be bound by any duties or obligations set forth in such sublicenses that extend beyond the scope duties and obligations of Licensor provided for in this License Agreement. Celgene will include Licensee may not sublicense any rights hereunder to CTI or any of its Affiliated Companies except in any sublicense agreement executed connection with, or after, a conversion of Licensor's membership interest under Article XII of the Operating Agreement, or after withdrawal of Licensor as a Member under the License Operating Agreement Effective Date that relates solely (other than a withdrawal pursuant to Section 12.5 of the Licensed IP a provision in which said Sublicensee acknowledges its obligations Operating Agreement (unless all Members, after giving effect to Bluebird under this Section 10.4(bsuch withdrawal, consent to such assignment)).

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).

Sublicenses. A termination In the event BMS grants any permitted licenses or sublicenses to Third Parties to sell Products, MDX-1379 or Non-Antibody Competing Products that are subject to royalty payments under Section 6.6, 6.9 or 6.10, BMS shall have the responsibility to account for and report sales of any Product by a licensee or a sublicensee on the same basis as if such sales were Net Sales by BMS. BMS shall pay to Medarex (or cause the licensee or sublicensee to pay to Medarex, with BMS remaining responsible for any failure of the licensee or sublicensee to pay amounts when due under this License Agreement will not automatically terminate Agreement) (a) royalties on such sales as if such sales of the † [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 146 licensee or sublicensee were Net Sales of BMS or any sublicense granted by Celgene of its Affiliates and (b) milestones payments pursuant to Section 3.3 for Commercialization rights 6.3.1 and 6.3.2 based on the achievement by such licensee or sublicensee of any milestone event contemplated in such Sections as if such milestone event had been achieved by BMS or any of its Affiliates hereunder. In the event BMS grants any permitted licenses or sublicenses to Third Parties to sell Products or MDX-1379 that are subject to sharing of Profit or Loss under Section 6.4, BMS and Medarex shall cooperate so that Medarex may enter into an agreement directly with such licensee or sublicensee with respect to a nonthose matters under this Agreement relating to the Co-Affiliated SublicenseePromotion of such Product or MDX-1379 by Medarex and such (sub)licensee and the determination, provided payment and sharing of Profit and Losses relating thereto, so that (i) such Sublicensee is BMS will not then (a) in material breach have any continuing responsibility to account for and report sales or Profit/Loss of any provision of this License Agreement such Product or (b) in material breach of the applicable sublicense agreement MDX-1379 by a licensee or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment sublicensee or have any continuing obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IPCo-Promotion of such Product or MDX-1379. Except for the foregoing, prior BMS shall have no obligation to termination of this License Agreement (including the right Medarex or its Affiliates to receive share any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP)fees, (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts milestone payments, royalties financial consideration or other consideration received by Bluebird in clause (iii) above) BMS and (v) the survival of its Affiliates from any such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)sublicense.

Sublicenses. A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (aA) in material breach of any provision of this License Agreement or (bB) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii10.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b).. 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. License Agreement

Sublicenses. A termination CYBERKINETICS shall have the right to grant sublicenses consistent with its diligence obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to entering into any sublicense agreement and will provide EMORY with copies of all sublicense agreements within ninety (90) days of their execution date. CYBERKINETICS understands that flipping the Licensed Technology in the form of a sublicense without adding value (i.e. without itself having first undertaken further development activity or requiring that its Sublicensee undertake further development activities) to the Licensed Technology is prohibited and EMORY retains the right to disapprove such sublicensing activities. CYBERKINETICS shall remain responsible to EMORY for the payment of all fees and royalties due under this License Agreement will Agreement, whether or not automatically terminate such payments are made to CYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall include in any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization rights with respect this Agreement a provision requiring the Sublicensee to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of abide by the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgeneconfidentiality obligations herein, (ii) if Bluebird terminates this License Agreement indemnify EMORY and (iii) maintain liability insurance coverage to the same extent that CYBERKINETICS is so required pursuant to Section 10.2(a)(iii) Article 10.3 of this Agreement. CYBERKINETICS shall not grant any rights to any Sublicensee, which are *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a Sublicensee, which would be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed to be a breach by such Sublicensee of its sublicense agreement. If this Agreement terminates for Celgene’s failure any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of EMORY with respect to fulfill its payment obligations hereunderthe rights originally sublicensed to it by CYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, comply with all of the terms of this Agreement and assumes the responsibilities of CYBERKINETICS hereunder to the extent applicable from the rights that Celgene had under such sublicense, solely with respect originally sublicensed to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene it by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License Agreement. Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird under this Section 10.4(b)CYBERKINETICS.

Sublicenses. A termination During the Sanofi Option Period, KaloBios shall not have the right to grant sublicenses under Sections 2.2(a)(i) without the prior written consent of Sanofi. Thereafter, KaloBios shall have the right to grant sublicenses to any Third Party (other than an [***]) for any territory other than the U.S. Territory, subject to this License Agreement will not automatically terminate Section 2.2(c). KaloBios shall, within thirty (30) days after granting any sublicense granted by Celgene pursuant to under Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee2.2(a)(i) above, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach notify Sanofi of the applicable grant of such sublicense agreement or otherwise in breach and provide Sanofi with an appropriately redacted copy of such sublicense agreement (each, a “KaloBios Sublicense Agreement”). Each KaloBios Sublicense Agreement shall be consistent with and subject to the terms and conditions of this Agreement and any applicable Third Party Licenses. KaloBios shall, in each agreement under which it grants a manner sublicense under the license set forth in Section 2.2(a)(i) (each, a “KaloBios Sublicense Agreement”), require the sublicensee (i) to provide all Confidential Information to KaloBios so that would give rise to a right of termination on the part of CelgeneKaloBios and Sanofi may comply with their obligations hereunder, and (ii) to provide the following to KaloBios if Bluebird terminates this License such KaloBios Sublicense Agreement terminates: (A) the assignment and transfer of ownership and possession of all Regulatory Filings and Regulatory Approvals held or possessed by such sublicensee, and (B) the assignment of, or a freely sublicenseable exclusive license to, all intellectual property Controlled by such sublicensee that covers or embodies a Licensed Product 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 Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this License Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on the part of Bluebird that are not included within the scope of this License KaloBios Sublicense Agreement. Celgene will include in Upon any sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird by KaloBios under this Section 10.4(b2.2(c)., the Parties shall jointly agree as necessary to mutual and reasonable restrictions on the exchange of Confidential Information between Sanofi and such KaloBios sublicensee except as to the extent necessary for the Parties to reasonably comply with their obligations under this Agreement. [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION

Sublicenses. A Licensee may convey some or all of the rights granted in Section 2.1 provided that such conveyances are consistent with all terms of this Agreement, name CSURF as a third party beneficiary, and terminate upon termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant Agreement, unless CSURF in its sole discretion elects to Section 3.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach receive assignment of such sublicense agreement in sublicense(s) from Licensee or negotiates a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to the Licensed IP, prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect direct license to such Sublicensee, with obligations no greater than those to Licensee hereunder. Any Affiliate of Licensee that desires to practice any of the rights licensed by CSURF hereunder shall enter into a sublicense agreement and is referred to in this Agreement as a Sublicensee. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. Sublicenses granted hereunder shall not be transferable, including by further sublicensing, without the prior written approval of CSURF. Licensee shall include written notice in each sublicense of all restrictions, including but not limited to those set forth in this Section, the reserved rights in Section 2.2, and audit rights in Section 5.3. Within seven (7) days of execution, Licensee shall promptly notify and provide a copy to CSURF of each agreement with a Sublicensee and each amendment thereof. CSURF’s activities had this License Agreement knowledge of any Sublicense (including receipt of a summary or copy thereof) or communications regarding any Sublicense shall not terminated (less constitute any amounts received approval by Bluebird in clause (iii) above) and (v) CSURF of the survival terms of such sublicense will not result in an imposition Sublicense or any waiver by CSURF of any additional obligations on the part of Bluebird that are not included within the scope terms of this License Agreement. Celgene will include in Agreement or any sublicense agreement executed after the License Agreement Effective Date that relates solely rights or remedies available to the Licensed IP a provision in which said Sublicensee acknowledges its obligations to Bluebird CSURF under this Section 10.4(b)Agreement, at law, in equity, or otherwise. In the event of any conflict or inconsistency between the terms of any Sublicense and the terms of this Agreement, the terms of this Agreement shall prevail.