Common use of Sublicenses Clause in Contracts

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent of LICENSEE’S rights under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE Company may, with the right to prior written approval of CHMC on a case by case basis, enter into sublicensing written agreements with third parties (hereinafter referred Sublicensees granting them sublicenses of Company’s rights hereunder to as “SUBLICENSEES”) to develop, make, lease, sell, license or otherwise distribute Products and practice the extent of LICENSEE’S rights under Processes consistent with the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination terms of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: Agreement. Each sublicense will be embodied in a written document which (a) contains provisions at least as favorable to CHMC for the sublicense is subject to all protection of its rights and limitation of its liability exposure as the terms and conditions of this AGREEMENT Agreement, and incorporates all of the terms development and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, commercialization obligations commensurate in scope as those set forth for Company in this Agreement; (b) LICENSOR has received a copy of the sublicense contains all rights and related information as provided under Section 4.4 belowobligations due to CHMC contained in this Agreement; (c) SUBLICENSEE is in good standing with all the terms and conditions of names CHMC as a third party beneficiary who may directly enforce the sublicense agreement as if it were a party thereto; and LICENSEE is not in current breach of the sublicense; (d) does not permit the Sublicensee to grant further sublicenses. Company will provide CHMC unredacted copies of any executed sublicense agreements and amendments thereto within fifteen (15) days after their execution and an updated list of all Sublicensees from time to time upon CHMC’s request. Company will promptly collect all royalties and other amounts due from such Sublicensees and will take appropriate enforcement action against such Sublicensees for any failure to pay or properly calculate payments. Company will not receive or agree to receive anything of value in lieu of monetary consideration from Sublicensees or amend such sublicense agreements without CHMC’s prior written consent. All of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability terms of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement will apply to pay to LICENSOR with respect each such Sublicensee to the sublicensesame extent as they apply to Company. If Company hereby guarantees the compliance with and performance by each of these qualifications is metits Sublicensees of all applicable provisions of this Agreement , and the SUBLICENSEE desires for the sublicense any breach of this Agreement by a Sublicensee will be deemed a breach by Company. No sublicenses will relieve Company of its obligations under Article 4. Any purported sublicenses in violation of this Paragraph will be void. Affiliates will not have a right to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with grant any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONsublicenses.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE Sublicensee has the right to enter into sublicensing agreements with third parties grant written sublicenses (hereinafter referred in whole or in part and through one or more tiers of sublicensees) under the sublicense granted pursuant to as “SUBLICENSEES”Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of LICENSEE’S rights a sublicense under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, to the same sublicensee. Each sublicense granted pursuant to this Section 3.22.3 shall be consistent in all respects with this Agreement, to the PATENT RIGHTS to Main License Agreement and the Merger Agreement, which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS sublicenses shall also terminate, unless: (a) the sublicense is subject include a provision binding sublicensees to all terms hereof intended for the protection or benefit of the terms Sublicensor, SLX or its Affiliate and conditions Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of this AGREEMENT confidentiality) a true and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the sublicense Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing SLX or its Affiliate with all the terms and conditions of the sublicense and LICENSEE Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S meeting its obligations to LICENSEE as defined by Sublicensee and SLX or its Affiliate under this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to surviveor, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS EXHIBIT HAVE DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY HEREIN AND REPLACED WITH AN ASTERIK MARKING (ASTERISK ***) AND , HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreement.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE (a) Licensee shall have the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to grant sublicenses of any of the extent of LICENSEE’S rights under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, privileges and licenses granted hereunder consistent with respect to the portion of the Field of Use and TERRITORY to which the sublicense relatesthis Agreement. Upon Licensee agrees that any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS sublicenses granted by it shall also terminate, unless: (a) the sublicense is be subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSORAgreement, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than binding upon the payments LICENSEE Sublicensee. Licensee is obligated under this Agreement responsible for timely enforcement of sublicense agreements. Failure to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933. enforce such sublicenses will be considered a material breach. Sublicensees shall not further grant sublicenses without Salk’s prior written approval, such approval not to be unreasonably denied. No sublicense agreement shall contain any provision that would cause it to extend beyond the term of this Agreement. Licensee further agrees to deliver to Salk for informational purposes a true and correct copy of each sublicense granted by Licensee, and any modification or termination thereof, within thirty (30) days after execution, each modification, or termination. Failure to provide such copy will be considered a material breach of this Agreement. Upon termination of this Agreement for any reason, all sublicenses shall survive to the extent provided in the sublicense provided (i) the sublicense contains milestone payments and royalties greater than or equal to those included in this Agreement; (ii) the sublicensee is current on its obligations under the sublicense agreement and (iii) the sublicensee agrees to pay Salk Sublicensing Revenue due under Section 3.5, and a prorata share (based on the number of sublicensees) of the future annual maintenance fees due under Section 3.2 and Patent Costs due under Section 7.2b. Licensee agrees to assign all such sublicenses to Salk. All sublicenses not meeting the above criteria shall survive for a period of ninety (90) days after termination with Salk standing in the place of License. During this ninety (90) day period, Salk agrees to negotiate in good faith and execute an updated agreement with the affected sublicensees. If no new license is completed within the ninety (90) day period, the sublicense will terminate. All payments then or thereafter due to Licensee from each surviving sublicense shall become owed directly to Salk.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE COMPANY shall have the right to enter grant sublicenses of its rights under Section 2.1 only during the EXCLUSIVE PERIOD. Such sublicenses may extend past the expiration date of the EXCLUSIVE PERIOD, but any exclusivity of such sublicense shall expire upon the expiration of the EXCLUSIVE PERIOD. COMPANY shall incorporate terms and conditions into sublicensing its sublicense agreements sufficient to enable COMPANY to comply with third parties (hereinafter referred this Agreement. COMPANY shall promptly furnish M.I.T. with a fully signed photocopy of any sublicense agreement, which shall be deemed to as “SUBLICENSEES”) be confidential information of the COMPANY. Should COMPANY’s license be terminated for any reason, made non-exclusive or otherwise modified to the extent of LICENSEE’S that COMPANY is no longer permitted to grant rights under the grant provided to sublicensees set out in Section 2.1 COMPANY’s sublicense agreements, and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall should sublicensees not be liable, financially or otherwise, for any existing or potential breach or liability in material default of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing COMPANY’s sublicensee agreements at the time of termination such termination, change to non-exclusivity Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. or modification; then M.I.T. agrees, upon receipt of written notice from sublicensees, to grant licenses to sublicensees on the same terms and conditions as are set out in their Biotrove sublicense agreement, or on such other terms and conditions as are agreed upon by M.I.T. and sublicensees following good faith negotiations; provided, however, that the sublicense agreements comply, or are amended in a manner requested by sublicenses to bring the sublicense agreements into compliance with the terms of this Agreement for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONany sublicenses granted thereunder; and provided further, upon entering into new sublicenses with sublicensees, that M.I.T. will not be responsible in any way whatsoever for any of the representations, warranties or obligations of COMPANY under Biotrove sublicense agreements.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE During the Sanofi Option Period, KaloBios shall not have the right to enter into sublicensing agreements with third parties 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 (hereinafter referred other than an [***]) for any territory other than the U.S. Territory, subject to as “SUBLICENSEES”this Section 2.2(c). KaloBios shall, within thirty (30) to the extent days after granting any sublicense under Section 2.2(a)(i) above, notify Sanofi of LICENSEE’S rights under the grant provided in Section 2.1 of such sublicense and provided that LICENSEE has current exclusive license rightsprovide Sanofi with an appropriately redacted copy of such sublicense agreement (each, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, a “KaloBios Sublicense Agreement”). Each KaloBios Sublicense Agreement shall be consistent with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT Agreement and incorporates all of the terms and conditions hereof any applicable Third Party Licenses. KaloBios shall, in each agreement under which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received it grants a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed license set forth in Section 2.2(a)(i) (each, a “KaloBios Sublicense Agreement”), require the sublicensee (i) to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE provide all Confidential Information to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN [***] CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) DOCUMENT REDACTED AND HAS BEEN SEPARATELY FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. KaloBios so that KaloBios and Sanofi may comply with their obligations hereunder, and (ii) to provide the following to KaloBios if 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 such KaloBios Sublicense Agreement. Upon any sublicense by KaloBios under this Section 2.2(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.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE Xxxxxxxxx Entity shall have the right during the Term to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to sublicense, solely through a written sublicense, the extent of LICENSEE’S rights under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of Licensed Marks granted under Paragraphs 2(a)(ii), 2(a)(iii) and 2(a)(iv) only to Holding Company (the Field of Use and TERRITORY “Holding Company Sublicense”). Xxxxxxxxx Entity shall not have any right to which sublicense the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject Licensed Marks granted under Paragraph 2(a)(i). The Holding Company Sublicense must contain terms and conditions substantially equivalent to all of the applicable terms and conditions of this AGREEMENT License Agreement to protect the Licensed Marks and incorporates DWA’s rights. The Holding Company Sublicense shall be subject to DWA’s review and approval and Xxxxxxxxx Entity shall not (and shall have no right to) enter into the Holding Company Sublicense unless and until DWA has given its approval in writing (not to be unreasonably withheld). Pursuant to the Holding Company Sublicense, Holding Company shall have the right to grant further sublicenses to (i) Universal Pictures (“Universal”) for the distribution of Motion Pictures worldwide; (ii) Reliance Big Entertainment Ltd. for distribution of Motion Pictures in India and the Reliance Expatriate Territory (but with respect to the Reliance Expatriate Territory only for Permitted Dubbed Versions); and (iii) the distributors listed in Schedule H in the applicable territories identified in Schedule H (the foregoing distributors collectively, the “Distributors,” and the foregoing distribution agreements collectively, the “Distribution Agreements”). Holding Company may also, with DWA’s prior written approval in each case, enter into additional distribution agreements that contain sublicenses of the Licensed Marks, and any such additional approved distribution agreements shall be included in “Distribution Agreements” for all purposes under this License Agreement. DWA has pre-approved Paramount Pictures, Twentieth Century Fox, Columbia Pictures, and Warner Brother as distributors for purposes of the preceding sentence. In addition, pursuant to the Holding Company Sublicense, Holding Company shall have the right to grant further sublicenses to consumer products and promotional partner sublicensees, in each case subject to the terms and conditions hereof which set forth in this License Agreement (each, a “Consumer Products Sublicense”). The Distribution Agreements and each and every Consumer Products Sublicense shall contain at least the terms set forth in Schedule D and shall otherwise comply with the terms of this License Agreement and the Holding Company Sublicense. Holding Company (if it is granted a sublicense by Xxxxxxxxx Entity) and all sublicensees of Holding Company are protective referred to in this License Agreement, individually and collectively, as “Sublicensees,” and the Holding Company Sublicense and all sublicenses granted by Holding Company (including the Distribution Agreements and Consumer Products Sublicenses) are referred to in this License Agreement, individually and collectively, as “Sublicenses.” Without limitation of the foregoing, each and beneficial every Sublicense shall automatically terminate (except for the permitted continued use of the Licensed Marks as expressly set forth in Paragraph 3(c) below) upon any termination or expiration of this License Agreement. Any changes to LICENSORthe Holding Company Sublicense approved by DWA, which incorporation can or any deviation from the terms set forth in Schedule D, shall require DWA’s prior written consent, including, without limitation, any changes to the provisions in any Sublicense related to automatic termination of such Sublicense. Xxxxxxxxx Entity agrees that the maximum length of the term of each Consumer Products Sublicense shall be made consistent with and no longer than the average length of the terms of the sublicense agreements (including any mandatory extensions thereof, if any) actually entered into by referencethe prior DreamWorks LLC under the 2004 License Agreement in connection with the same or similar Licensed Goods. Xxxxxxxxx Entity agrees that each Sublicensee shall be a reputable company capable of performing the Licensed Services and/or producing the Licensed Goods bearing the Licensed Marks under its Sublicense of the same general level of quality as under license agreements between DWA and third parties prior to the Effective Date of this License Agreement. Xxxxxxxxx Entity shall provide DWA with the names and addresses of all Sublicensees and the subject matter of each Sublicense. At DWA’s request, (b) LICENSOR has received Xxxxxxxxx Entity shall provide DWA a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing each Sublicense promptly following execution. Xxxxxxxxx Entity shall ensure that its Sublicensees comply with all the terms of all Sublicenses, and conditions of the sublicense and LICENSEE is not in current any breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined a Sublicense by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense a Sublicensee shall be no less than the payments LICENSEE is obligated under deemed a breach by Xxxxxxxxx Entity of this Agreement to pay to LICENSOR License Agreement. DWA shall be an express third party beneficiary of all Sublicenses with respect to the sublicenseprovisions of such Sublicenses related to the Licensed Marks and shall have the right to enforce such provisions of all Sublicenses to the same extent as if DWA were a party to such Sublicenses. Without limitation of the generality of the foregoing, in the event that Xxxxxxxxx Entity or Holding Company becomes aware that any Consumer Products Sublicensee has materially breached any provision of the applicable Consumer Products Sublicense related to the Licensed Marks, Xxxxxxxxx Entity shall promptly issue (or, as applicable, cause Holding Company to issue) a thirty (30) day termination notice to such Sublicensee, and if such Sublicensee does not cure such breach within thirty (30) days of such notice, Xxxxxxxxx Entity shall (or, as applicable, shall cause Holding Company to) immediately terminate the applicable Consumer Products Sublicense. In the event that Xxxxxxxxx Entity or Holding Company becomes aware that any Distributor has materially breached the terms of any Distribution Agreement related to the Licensed Marks, Xxxxxxxxx Entity shall promptly issue (or cause Holding Company to issue) a notice to such Distributor specifying such breach and take appropriate steps to enforce the terms of the applicable Distribution Agreement and protect the Licensed Marks. If each such Distributor does not cure such breach of these qualifications the Distribution Agreement within thirty (30) days of such notice, Xxxxxxxxx Entity shall (or shall cause Holding Company to) either immediately terminate such Distributor’s right to use the Licensed Marks, suspend such Distributor’s right to use the Licensed Marks until such time as the breach is metcured, or meet in person with such Distributor in order to resolve such Distributor’s non-compliance. If such Distributor still has not cured the breach of the Distribution Agreement within sixty (60) days of the original notice, Xxxxxxxxx Entity shall (or shall cause Holding Company to) either immediately terminate such Distributor’s right to use the Licensed Marks or suspend such Distributor’s right to use the Licensed Marks until such time as the breach is cured. If such Distributor still has not cured the breach of the Distribution Agreement within ninety (90) days of the original notice, Xxxxxxxxx Entity shall (or shall cause Holding Company to) immediately terminate such Distributor’s right to use the Licensed Marks. Except as expressly set forth in this Paragraph 2(f), Xxxxxxxxx Entity and Holding Company shall have no right to sublicense any of the rights or licenses granted under this License Agreement, and any attempt by Xxxxxxxxx Entity or Holding Company to grant a Sublicense other than as expressly permitted by this Paragraph 2(f) shall be void and shall convey no rights to the SUBLICENSEE desires for purported Sublicensee with respect to the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONLicensed Marks.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE The License includes the right to enter into sublicensing agreements grant sublicenses within the scope thereof. Lipomedics and any sublicensee (with third parties respect to any lower tier sublicense) shall include in any sublicense agreement with its sublicensees (hereinafter referred a) an explicit reference to this Agreement and (b) a requirement that such sublicensees pay directly to Marina any unpaid relevant Candidate-Specific License Fee as “SUBLICENSEES”) a result of such sublicensee’s exercise of the rights granted in Article ‎2, provided, however, that notwithstanding any such assumption of Lipomedics’s obligations by any sublicensee, Lipomedics shall continue to be primarily liable for payment and performance of all of its obligations due to Marina under this Agreement and the relevant Candidate-Specific License Fee. Notwithstanding anything in this Agreement to the contrary, to the extent a sublicensee pays directly to Marina the Candidate-Specific License Fee as a result of LICENSEE’S rights under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion such sublicensee’s exercise of the Field of Use and TERRITORY rights granted in Article ‎2, Lipomedics shall have no obligation to which the make such payment to Marina hereunder. All sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights agreements with respect to PATENT RIGHTS sublicensees shall also terminate, unless: (a) the sublicense is subject to all of be consistent with the terms and conditions hereunder. Lipomedics shall notify Marina in writing within thirty (30) days of this AGREEMENT and incorporates all any sublicense granted, including without limitation the identity of the terms sublicensee, the term, and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all general scope of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the granted. All such information regarding a sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicensedeemed Confidential Information of Lipomedics. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS EXHIBIT HAVE DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY HEREIN AND REPLACED WITH AN ASTERIK MARKING (ASTERISK [***) AND ], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE FOSUN shall have the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent grant sublicenses, through multiple tiers of LICENSEE’S rights sublicenses, under the grant provided in licenses granted to FOSUN under Section 2.1 2.01, to its Affiliates without the prior written consent of Ardelyx, and provided to any other Person with the prior written consent of Ardelyx, such consent not to be unreasonably withheld. Where FOSUN or its Affiliates grants such sublicense to a Person that LICENSEE has current exclusive is not an Affiliate of FOSUN, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (a) is granted a sublicense under the license rights, granted to FOSUN pursuant to Section 3.22.01 solely to enable such Person to provide development services or contract manufacturing services for FOSUN, its Affiliates or Sublicensees, and (b) does not have the right to distribute, market or sell the PATENT RIGHTS Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. FOSUN, its Affiliates and its Sublicensees shall ensure that all Persons to which the sublicense applies, they grant sublicenses comply with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT Agreement. FOSUN 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 2.01 by FOSUN, its Affiliates or its Sublicensees, Confidential Portions of this Exhibit marked as [***] have been omitted if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by FOSUN. Without limiting the foregoing, FOSUN shall obtain rights and incorporates all licenses from its Affiliates (but only to the extent that such Affiliates are FOSUN’s Sublicensees hereunder) and Sublicensees as necessary to enable FOSUN to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as FOSUN grants to Ardelyx pursuant to this Agreement under FOSUN Sole Invention Patents, Sole Program Know-How owned by FOSUN, FOSUN’s interest in the Joint Technology and FOSUN [***] Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Section 2.05 and Article XI. FOSUN 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 2.01 by FOSUN, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by FOSUN. For clarity, Ardelyx currently expects to enter into additional license agreements for the further development and commercialization of tenapanor outside of the terms Territory, and conditions hereof which are protective the provisions of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement relating to pay certain Intellectual Property Controlled by FOSUN, its Sublicensees or Affiliates, or by Ardelyx, its licensees or Affiliates are intended to LICENSOR [***] to Intellectual Property that [***] with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (Intellectual Property that [***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

Sublicenses. Section 4.1 LICENSOR hereby grants Licensee may not sublicense its rights under this Agreement without Avanir’s prior written consent, which Avanir may grant or withhold in its sole discretion. For the sake of clarity, sublicenses do not include manufacturing of finished Product by a third party or subcontracts for commercializing the Product by Licensee. Upon the prior written consent of *** Certain confidential portions of this Exhibit were omitted by means of blackout of the text (the “Mxxx”). This Exhibit has been filed separately with the Secretary of the Commission without the Mxxx pursuant to LICENSEE the Company’s Application Requesting Confidential Treatment under Rule 24b-2 under the 1934 Act. CONFIDENTIAL Avanir, Licensee will only have the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to grant sublicenses within the extent of LICENSEE’S rights Territory and Field under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of under the terms and conditions of this AGREEMENT Agreement and incorporates only for the expressly limited purpose of co-promotion and co-marketing Products where and when (i) Licensee is and remains the single registration holder for the Product; (ii) Licensee is and remains the single person responsible for the manufacture of Product and (iii) only the Trademark is used in connection with the Product. In all cases (a) such sublicensees will be at least the equivalent of Licensee with respect to fitness to perform in accordance with the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by referencethis Agreement, (b) LICENSOR has received the prospective sublicensees may not distribute in the Territory a copy of the sublicense and related information as provided under Section 4.4 belowCompeting Product; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this such sublicensees will have entered into a Sublicense Agreement; and (gd) Licensee agrees in writing with Avanir to remain obligated in all respects to comply with the payments due provisions of this Agreement and to LICENSOR indemnify Avanir for any costs, expenses or damages that may result from SUBLICENSEE sublicensee’s breach of any provision of the Sublicense Agreement. Upon request of Avanir, Licensee will make reasonable inquiries of any proposed sublicensee to determine whether such proposed sublicensee is developing, making, marketing or selling Competing Products. Except as specifically provided above, Licensee will have no rights to sublicense all or any part of the license granted to Licensee pursuant to this Agreement. Any transfer or extension of rights under the sublicense shall be no less than the payments LICENSEE is obligated license granted under this Agreement Agreement, in whole or in part, by Licensee to pay any Third Party will be deemed and considered to LICENSOR with respect be a sublicense subject to the sublicense. If each requirements of these qualifications is metthis Section, and even if not so designated or described in the SUBLICENSEE desires for the sublicense to surviverelevant legal agreements, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONinstruments or documents.

Sublicenses. Section 4.1 LICENSOR hereby grants Subject to the restrictions set forth on Schedule 3.2, LICENSEE shall have the right to enter into sublicensing agreements with third parties (hereinafter referred grant sublicenses through multiple tiers to as “SUBLICENSEES”) one or more of its Affiliates and to the extent one or more Sublicensees of LICENSEE’S any and all rights granted to LICENSEE under the grant provided in Section 2.1 and this Agreement by AGTC, provided that in no event may LICENSEE has current exclusive license rightsgrant a sublicense, pursuant and LICENSEE shall use reasonable efforts to ensure that none of its Affiliates or their respective Sublicensees grant a sublicense, of any of the rights licensed under Section 3.2, to the PATENT RIGHTS to which the sublicense applies, 3.1(b) with respect to the portion a Product to any Person that, as of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy date of the sublicense and related information grant, has publicly disclosed, or otherwise disclosed to LICENSEE, that it is (i) Developing or Commercializing a product in a program that constitutes a Competing Program as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all of the terms and conditions date of the sublicense and grant if at such time LICENSEE is not in current breach of the sublicense; Developing such Product or (dii) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter Commercializing a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE product in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time program that constitutes a Competing Program as of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN CONFIDENTIAL MATERIALS OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. the date of the sublicense grant if at such time LICENSEE is Commercializing such Product, in each case of (i) or (ii) without AGTC’s prior written consent, which AGTC may give in its sole discretion. Each such sublicense shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement. The engagement of any Sublicensee in compliance with this Section 3.2 shall not relieve LICENSEE of its obligations under this Agreement. LICENSEE shall remain responsible for actions or omissions of its Sublicensees and LICENSEE’s breaches under this Agreement that are caused by its Sublicensee’s breach of any sublicense agreement (or delay caused by such breach). LICENSEE shall provide a redacted copy of each sublicense to AGTC promptly following execution of such sublicense.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE BeiGene shall have the right to enter into sublicensing agreements with third parties grant sublicenses under the rights granted under Section 2.1 through multiple tiers to (hereinafter referred a) any Affiliates, (b) any Third Party engaged by it to as “SUBLICENSEES”) conduct Development and/or Manufacturing activities, including contract research organizations, academic institutions, and regulatory affairs consultants, subject to the extent execution by each such Third Party of LICENSEE’S rights under the grant provided an agreement containing provisions with respect to confidentiality and assignment of Know-How that are consistent with, and comparable in Section 2.1 scope to, Articles 10 and provided that LICENSEE has current exclusive license rights11, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, and (c) any Third Party with respect to the portion Development, manufacture and/or Commercialization of any Licensed Products in the Field of Use and TERRITORY to which in the sublicense relates. Upon any termination of this AGREEMENTLicensed Territory; 13 *** Confidential Treatment Requested Execution provided, that BeiGene will include in each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) Sublicense Agreement the sublicense acknowledgement that such agreement is subject to the terms of this Agreement, and an obligation of each Sublicensee to comply with the relevant terms of this Agreement. For purposes of clarity, BeiGene shall have the right, in connection with the grant of a sublicense to any Third Party pursuant to this Section 2.2, to transfer to such Third Party such quantities of the Compound as are necessary for such Third Party to conduct Development, Manufacturing and/or Commercialization activities in accordance with the sublicense grants. Any and all of such Sublicense Agreements shall be in writing and shall be subject to, and consistent with, the terms and conditions of this AGREEMENT Agreement and incorporates all shall include a provision that permits BeiGene to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received this Agreement. BeiGene shall provide Mirati with a copy of the each such sublicense and related information as provided under Section 4.4 below; granted by BeiGene to an Affiliate or Sublicensee (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR redacted with respect to financial terms and sensitive commercial or technical information to the sublicense. If each extent not necessary for Mirati to confirm BeiGene’s compliance with the terms of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (this Agreement) within […***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION…] days of executing such sublicense agreement.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent of LICENSEE’S rights under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sublicenses. Section 4.1 LICENSOR hereby grants Subject to LICENSEE the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent of LICENSEE’S rights under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT Agreement and incorporates Licensee’s and Third Party’s compliance therewith, Licensee has the right to grant written Sublicenses (in whole or in part and through one or more tiers of Sublicensees) consistent in all of the terms and conditions hereof which are protective of and beneficial to LICENSORrespects with this Agreement, which incorporation can be made by referenceSublicenses shall include, (b) LICENSOR has received without limitation, a copy provision binding Sublicensees to all terms hereof intended for the protection or benefit of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all Deverra and/or FHCRC. If an Affiliate desires to practice any of the rights licensed hereunder or if Licensee permits the making, offering for sale, using, selling or importing of Licensed Product by any Third Party, including an Affiliate, then Licensee shall execute a Sublicense agreement with such Third Party. Licensee agrees to deliver to Deverra for informational purposes (and benefits due LICENSEE under the sublicense an obligation of confidentiality) a true and correct copy of each Sublicense agreement by Licensee or any Sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Licensee may redact from such copy economic terms that are directed confidential and are not related to LICENSOR; compliance with this Agreement as long as Licensee provides Deverra with all terms Deverra would reasonably deem necessary to insure that Licensee is meeting its obligations (eincluding without limitation payment obligations) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated Deverra under this Agreement and to pay insure that Deverra can meet its obligations to LICENSOR FHCRC under the FHCRC License Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. In addition, Licensee will remain liable to Deverra for all payments due hereunder with respect to the sublicenseactivities of its Sublicensees (including Affiliates). If each a Sublicensee breaches the terms of these qualifications is metthis AGREEMENT, Licensee shall promptly have such breach cured or terminate the Sublicensee’s rights hereunder and under the sublicense (but in no event later than thirty (30) days), and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR such Sublicensee shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicensenot be granted another Sublicense hereunder without Xxxxxxx’s prior written consent. In additioneach Sublicense agreement, LICENSOR Licensee shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONname Xxxxxxx as an intended third-party beneficiary.

Sublicenses. Section 4.1 LICENSOR hereby grants Licensee may grant a sublicense, option to LICENSEE sublicense, or any other right relating to any Licensed Technology to any of its Affiliates without the right to grant further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in this Section 7.3 (Sublicenses). Licensee may enter into sublicensing agreements Sublicense Agreements only with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent of LICENSEE’S POZEN’s prior consent. In order for rights under Licensed Technology to be validly granted to a Sublicensee, the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to Sublicense Agreement with such Sublicensee must be consistent with the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the following terms and conditions of this AGREEMENT Agreement, and incorporates all will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.2 (Payments and Sales Reporting), and 8.3 (Records; Audit). Except as set forth in that certain side letter agreement between POZEN and AstraZeneca AB dated September 16, 2013, (a) Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (bii) LICENSOR has received a copy of ensure that any Sublicensee will comply with the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the applicable terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; Agreement and (gb) Licensee hereby guarantees the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each performance of these qualifications is metits Affiliates and Sublicensees that are sublicensed as permitted herein, and the SUBLICENSEE desires for grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the sublicense extent they are satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the foregoing, Licensee will have the right to survivesell POZEN Products through any distributors or sub-distributors of its choice, without the SUBLICENSEE and LICENSOR shall enter a letter of understandingneed to obtain prior consent from POZEN, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicensecarrying out its Commercialization activities under this Agreement. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS EXHIBIT HAVE DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY HEREIN AND REPLACED WITH AN ASTERIK MARKING (ASTERISK ***) AND , HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE Shionogi shall have the right to enter into sublicensing agreements with third parties (hereinafter referred grant sublicenses to as “SUBLICENSEES”) its Affiliates and Third Parties under the license rights granted in Sections 2.1 and 2.2, subject to the extent other terms of LICENSEE’S rights this Article 2. Only as expressly permitted under this Article 2, Shionogi may grant sublicenses to Third Parties under the grant provided license rights granted in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR2.2, which incorporation can be made shall allow the grant of further sublicenses by referencesuch Third Parties; provided, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liablehowever, financially or otherwise, for that any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF such THIS EXHIBIT HAVE HAS BEEN OMITTED PURSUANT TO REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION REDACTED MATERIAL IS INDICATED BY AN ASTERIK MARKING (MARKED WITH [***) ] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. sublicense of rights to a Third Party shall be subject to the prior written consent of Amylin, which shall not be unreasonably withheld or delayed. Notwithstanding the sublicensing of all or part of Shionogi’s rights and obligations hereunder, Shionogi shall remain responsible for the full and complete performance of all of Shionogi’s obligations and duties under this Agreement. Shionogi shall promptly notify Amylin of the granting of any sublicense hereunder and provide to Amylin a copy of the fully-executed agreement under which Shionogi granted such sublicense. Any such sublicense shall require the Sublicensee to comply with the obligations of Shionogi as contained herein. Any such sublicense shall provide for the termination of the sublicense upon termination of this Agreement. Shionogi shall include in each and every sublicense agreement express language that all the terms of any such sublicense are subject to the terms, conditions and obligations of this Agreement.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE IGEN shall have the right to enter into sublicensing agreements with third parties grant sublicenses to (hereinafter referred to as “SUBLICENSEES”i) any Affiliate of IGEN and (ii) other entities not being IGEN Affiliates (such other entities being the "Sublicensees") on condition that the sublicense is in writing and binds the IGEN Affiliate or Sublicensee to the extent conditions applicable to IGEN under this Agreement and to the conditions applicable for IGEN Affiliates and Sublicensees stated in this Agreement. IGEN's Affiliates and Sublicensees shall have no right to sublicense to any third party. IGEN shall cause each Affiliate or Sublicensee to assign to IGEN any and all intellectual property rights to Roche Licensed Patent Rights, Roche Licensed Technology or Hitachi Intellectual Property Rights which such Affiliate or Sublicensee may develop or create. IGEN shall indemnify ROCHE and its Affiliates (and their respective officers, directors, shareholders, representatives, employees, consultants and agents and each of LICENSEE’S rights the heirs, executors, successors and assigns of the foregoing) against any loss, cost, damage or liability (including reasonable attorneys' fees) arising from IGEN's failure to perform its obligations under the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the preceding sentence. IGEN shall provide ROCHE with a copy of each sublicense applies, granted by IGEN hereunder with respect to the portion Hitachi Intellectual Property Rights or PCR Technology within ten (10) days following execution of the Field such sublicenses. ROCHE may deliver copies of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights such sublicenses with respect to PATENT RIGHTS Hitachi Intellectual Property Rights or PCR Technology to ROCHE Licensors. IGEN shall also terminateensure and be liable for full compliance therewith for its permitted sublicensees. On a semi-annual basis, unless: (a) the sublicense is subject IGEN shall provide to all each of the terms its Affiliates and conditions Sublicensees, with a contemporaneous copy to ROCHE, a written description of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no IGEN's obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for steps to be taken by IGEN and its Affiliates and Sublicensees to ensure compliance with those obligations. Contemporaneously with the sublicense to survivedelivery of such description, the SUBLICENSEE and LICENSOR IGEN shall enter a letter notify ROCHE in writing of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith all sublicenses with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAffiliates or Sublicensees.

Sublicenses. Section 4.1 LICENSOR hereby grants to LICENSEE BeiGene shall have the right to enter into sublicensing agreements with third parties grant sublicenses under the rights granted under Section 2.1 through multiple tiers to (hereinafter referred a) any Affiliates, (b) any Third Party engaged by it to as “SUBLICENSEES”) conduct Development and/or Manufacturing activities, including contract research organizations, academic institutions, and regulatory affairs consultants, subject to the extent execution by each such Third Party of LICENSEE’S rights under the grant provided an agreement containing provisions with respect to confidentiality and assignment of Know-How that are consistent with, and comparable in Section 2.1 scope to, Articles 10 and provided that LICENSEE has current exclusive license rights11, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, and (c) any Third Party with respect to the portion Development, manufacture and/or Commercialization of any Licensed Products in the Field of Use and TERRITORY to which in the sublicense relates. Upon any termination of this AGREEMENTLicensed Territory; 12 *** Confidential Treatment Requested Execution provided, that BeiGene will include in each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) Sublicense Agreement the sublicense acknowledgement that such agreement is subject to the terms of this Agreement, and an obligation of each Sublicensee to comply with the relevant terms of this Agreement. For purposes of clarity, BeiGene shall have the right, in connection with the grant of a sublicense to any Third Party pursuant to this Section 2.2, to transfer to such Third Party such quantities of the Compound as are necessary for such Third Party to conduct Development, Manufacturing and/or Commercialization activities in accordance with the sublicense grants. Any and all of such Sublicense Agreements shall be in writing and shall be subject to, and consistent with, the terms and conditions of this AGREEMENT Agreement and incorporates all shall include a provision that permits BeiGene to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received this Agreement. BeiGene shall provide Mirati with a copy of the each such sublicense and related information as provided under Section 4.4 below; granted by BeiGene to an Affiliate or Sublicensee (c) SUBLICENSEE is in good standing with all the terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR redacted with respect to financial terms and sensitive commercial or technical information to the sublicense. If each extent not necessary for Mirati to confirm BeiGene’s compliance with the terms of these qualifications is met, and the SUBLICENSEE desires for the sublicense to survive, the SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (this Agreement) within […***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION…] days of executing such sublicense agreement.

Sublicenses. Section 4.1 LICENSOR hereby grants Licensee may grant a sublicense, option to LICENSEE sublicense, or any other right relating to any Licensed Technology to any of its Affiliates without the right to grant further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in this Section 7.3 (Sublicenses). Licensee may enter into sublicensing agreements Sublicense Agreements only with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent of LICENSEE’S POZEN’s prior consent. In order for rights under Licensed Technology to be validly granted to a Sublicensee, the grant provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to Sublicense Agreement with such Sublicensee must be consistent with the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the following terms and conditions of this AGREEMENT Agreement, and incorporates all will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.5 (Payments and Sales Reporting), and 8.6 (Records; Audit). Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (bii) LICENSOR has received a copy of ensure that any Sublicensee will comply with the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in good standing with all the applicable terms and conditions of the sublicense and LICENSEE is not in current breach of the sublicense; (d) all of the rights and benefits due LICENSEE under the sublicense are directed to LICENSOR; (e) LICENSOR shall not be liable, financially or otherwise, for any existing or potential breach or liability of LICENSEE under the sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; . Licensee hereby guarantees the performance of its Affiliates and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the sublicense. If each of these qualifications is metSublicensees that are sublicensed as permitted herein, and the SUBLICENSEE desires for grant of any such sublicense will not relieve Licensee of its obligations under this Agreement, except to the sublicense extent they are satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the foregoing, Licensee will have the right to survivesell POZEN Products through any distributors or sub-distributors of its choice, without the SUBLICENSEE and LICENSOR shall enter a letter of understandingneed to obtain prior consent from POZEN, acknowledging the survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a direct contract relationship for the sublicensecarrying out its Commercialization activities under this Agreement. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of termination for a license. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS EXHIBIT HAVE DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY HEREIN AND REPLACED WITH AN ASTERIK MARKING (ASTERISK ***) AND , HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION