Common use of Sublicensing Clause in Contracts

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee 2.2.1 Corvus shall have the right be entitled to grant sublicenses or to assign any or all of sublicense (including through multiple tiers) the rights granted hereunder only to an entity it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which has been approved in writing by CSMC does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (each, “Permitted Sublicensee”such consent not to be unreasonably withheld or delayed). Any such Permitted Sublicensee person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be subject in a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all respects to the provisions contained in of its obligations under this Agreement and Licensee will remain primarily liable shall cause each Sublicensee to CSMC forcomply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, and Corvus shall be responsible for monitoring and enforcing, performance such breach regardless of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting remedy which either (a) Vernalis may have against the generality Sublicensee or (b) Corvus may have against the Sublicensee for breach of the foregoing, as an express condition of any sublicense. Any such sublicense, any such Permitted Sublicensee permitted sublicenses shall be required consistent with and expressly made subject to agree in writing to be bound by commercially reasonable reporting the terms and record keeping, indemnification and inspection provisions, and the applicable provisions conditions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent Corvus shall not be unreasonably withheld. Licensee shall promptly forward to CSMC provide a copy of any and all fully sublicense agreement executed sublicense agreements, by Corvus or any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect Sublicensee to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits Vernalis within [***] of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementexecution.

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all of the sublicense its rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in under this Agreement and to any Affiliates controlled, directly or indirectly, by Licensee; provided, however, (a) Licensee will remain primarily liable to CSMC forshall ensure that any such controlled Affiliate does not engage in any act or omission that would constitute a breach of this Agreement if such act or omission had been by Licensee, and any such violation by Licensee’s controlled Affiliate shall be responsible for monitoring constitute a breach of this Agreement by Licensee; and enforcing, performance of all (b) if any of Licensee’s obligations hereunder controlled Affiliates engaged in an act that would constitute a breach of this Agreement if made by Licensee then, without prejudice to any of Licensor’s rights and remedies against Licensee, Licensee shall have the right to seek injunctive relief directly against such controlled Affiliate. Licensee additionally shall have the right to sublicense its rights under this Agreement to any other third-party, solely during the Term; provided, however, that Licensee shall not have the right to grant a sublicense to permit a Person other than its Affiliates to design, manufacture, or sell Reserved Goods and Services other than (i) for or to Licensee or its Affiliates or (ii) to Approved Wholesalers in connection with Reserved Goods and Services obtained from Licensee or its Affiliates or in connection with a store-within-a-store branded with a Licensed Property. Licensee shall not enter into any sublicense not expressly permitted by this paragraph without Licensor’s express prior written approval, and any such Permitted Sublicenseesublicense without such express prior written approval shall be deemed void and of no force or effect. Without limiting For the generality avoidance of the foregoing, as an express condition of any such sublicensedoubt, any such Permitted Sublicensee sublicense entered into shall be required to agree in writing to be bound by commercially reasonable reporting expire and record keeping, indemnification and inspection provisions, and the applicable provisions terminate concurrently with expiration of this Agreement, including, without limitation, those pertaining and sublicensee shall have no right to enforce the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementagainst Licensor.

Sublicensing. Licensee Prior to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall have not sublicense or (except as permitted by Section 10.1 with respect to the right to grant sublicenses or to assign any or sale of substantially all of the rights stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted hereunder to Purchaser under this Agreement, without Reliant’s prior written consent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall be required for any sublicense or (unless otherwise permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to an entity obtain any consent of Lilly required under the Lilly Agreement (which has been approved in writing by CSMC (each, “Permitted Sublicensee”)Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such Permitted Sublicensee permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the provisions same terms and conditions contained in this Agreement Agreement, and Licensee will Purchaser shall remain primarily liable to CSMC for, and shall be responsible for monitoring ensuring that any permitted sublicensees and/or assignees comply with all such terms and enforcing, performance conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of all of Licensee’s obligations hereunder by this Agreement and any such Permitted Sublicenseeassigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement. Without limiting the generality of Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (it being agreed that, during such time as an express condition of Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such sublicense, any such Permitted Sublicensee shall be required to agree Detailing requirements in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and lieu of the applicable provisions of this Agreement, Purchaser (including, without limitation, those pertaining pursuant to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing co-promotion or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementsimilar arrangement).

Sublicensing. (a) Licensee shall have the right to grant and authorize sublicenses or under the Licensed Patent Rights and Licensed Know-How to assign any or all party without TSRI’s prior written consent, provided that (i) the provisions of the rights granted hereunder only sublicense agreement comply with the provisions of this Agreement, and (ii) [***]. Licensee will give TSRI written notice about each proposed Sublicensee sufficiently in advance of entering into a sublicense agreement with such Sublicensee in order for TSRI to an entity inform Licensee about the issue in subclause (ii) above. In the event the requirements in subclauses (i) and (ii) are not satisfied, then Licensee shall not have the right to grant and authorize sublicenses under the Licensed Patent Rights and Licensed Know-How to any party without TSRI’s prior written consent, which has been approved in writing by CSMC (eachwill not be unreasonably withheld. Sublicensees shall not have the right to further sublicense without TSRI’s prior written consent, “Permitted Sublicensee”)which will not be unreasonably withheld. Any such Permitted Sublicensee sublicense granted under this Section 2.3 shall be subject in all respects to the applicable provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for(including without limitation the provisions regarding governmental interest, reservation of rights, development efforts, reporting, audit rights, indemnity, insurance, Challenges, warranty disclaimer, limitation of liability, confidentiality, and shall be responsible for monitoring rights upon expiration or termination). In the event of a conflict between this Agreement and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition terms of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions terms of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent Agreement shall not be unreasonably withheldcontrol. Licensee shall promptly forward to CSMC TSRI a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies agreements within [***] days of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicableexecution. Licensee shall also keep CSMC reasonably informed at all times be and remain responsible for the compliance by Sublicensees with respect to the progress terms and conditions of this Agreement, including without limitation the payment of all amounts that may become due hereunder as a result of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement’ activities.

Sublicensing. Licensee With Intrexon’s written consent and to the extent reasonably necessary, Elanco may transfer Intrexon Materials to a Third Party research, development or manufacturing contractor performing research and development activities for the Potential Product Candidate, Product Candidate, or Licensed Products, and may grant any sublicenses solely to the extent necessary to enable such Third Party to perform such activities. Such Intrexon written consent will not be unreasonably withheld taking into account the protection of Intrexon IP. Elanco shall have the right to grant sublicenses or to assign any or all of sublicense the rights granted hereunder only under Section 3.1 to an entity which has been approved in writing by CSMC (eachAffiliate without first obtaining Intrexon’s written consent, “Permitted Sublicensee”). Any and such Permitted Sublicensee sublicense shall be subject in all respects to the provisions contained in this Agreement and Licensee will effective for as long as such entity remains an Affiliate of Elanco. Elanco shall remain primarily liable to CSMC responsible for, and shall be responsible for monitoring and enforcingguarantor of, the performance of all of Licensee’s obligations hereunder by any sublicensee and shall cause such Permitted Sublicensee. Without limiting the generality Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the foregoingSecurities Exchange Act of 1934, as an express condition amended. A complete copy of any such sublicense, any such Permitted Sublicensee shall be required this document has been filed separately with the Securities and Exchange Commission. EXECUTION VERSION sublicensee to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and comply with the applicable provisions of this Agreement, including, without limitation, those pertaining to Agreement in connection with the practice of such sublicense or the use of CSMC’s name such Intrexon Materials (as though such Third Party or Affiliate were Elanco), and marksElanco shall remain primarily responsible for any payment obligations owed to Intrexon under this Agreement. None of the enforcement rights under the Intrexon Patents that are granted to Elanco pursuant to Section 6.3 shall be transferred to, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMCor exercised by, a sublicensee except with Intrexon’s prior written consent, which consent may be withheld in Intrexon’s sole discretion. Except as provided above, Elanco shall not be unreasonably withheld. Licensee shall promptly forward sublicense the rights granted under Section 3.1 to CSMC a copy of any and all fully executed sublicense agreementsThird Party, or transfer the Intrexon Materials to any subsequent amendmentsThird Party, and all copies of Permitted Sublicensees’ profit sharing or royalty reportsotherwise grant any Third Party the right to research, develop, use, or commercialize Licensed Products, in no event more than thirty (30) days following execution or receipt thereofeach case except with Intrexon’s written consent, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMCwhich written consent may be withheld in Intrexon’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementsole discretion.

Sublicensing. In the event that Licensee intends to provide access to the Equipment to a customer or sublicensee, or installs Equipment owned by a customer or sublicensee, through lease, sublicense, or similar agreement, and notwithstanding the terms of any such leases, sublicenses, or agreements, Licensee shall have remain fully liable under this Agreement and shall not be released from performing all terms, covenants, or conditions of this Agreement with respect to any leases, sublicenses, or similar agreements. Licensee shall require in any agreements with a customer or sublicensee that its customer or sublicensee agree to be subject to all terms, conditions, and obligations of this Agreement as they may relate to the right to grant sublicenses customer’s or to assign sublicensee’s use of the Equipment and that the customer or sublicensee shall further comply with all Applicable Laws. Notwithstanding any terms of any lease, sublicense, or agreement, Licensee (including its contractors and agents) will be the responsible party for all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (eachoperation, “Permitted Sublicensee”). Any such Permitted Sublicensee repair, and maintenance of all Equipment licensed under this Agreement, and Licensee shall be subject in all respects solely responsible to the provisions contained in Licensor for compliance with this Agreement and all applicable laws and permits. Licensee will remain primarily liable agrees that it shall provide to CSMC for, Licensor at Licensor’s request any contractual agreements between Licensee and shall be responsible for monitoring and enforcing, performance of all of any customer or sublicensee related to Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality installation of the foregoing, as an express condition Equipment under this License for or on behalf of any such sublicensecustomer or sublicensee, as well as contact information for any such Permitted Sublicensee shall be required customer or sublicensee that holds title to agree in writing any Equipment subject to be bound by commercially reasonable reporting this Agreement. Licensee hereby acknowledges and record keepingunderstates that, indemnification and inspection provisionsif necessary, and Licensor may take all necessary actions with respect to the applicable provisions Equipment to enforce the terms of this Agreement, including, without limitation, those pertaining even if legal title for such Equipment or SCF is not vested with Licensee. Notwithstanding any provisions of paragraph 12 to the use of CSMC’s name and markscontrary, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of defend, indemnify, and hold harmless Licensor against any and all fully executed sublicense agreements, claims by its sublicensee or customer for any subsequent amendments, and all copies damages to Equipment owned by sublicensee or customers of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect that may arise out of Licensor’s actions to enforce the progress terms of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee shall have the right Wyeth may grant to grant one or more Third Parties sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC it under Section 2.1 hereof at any time; provided that Wyeth shall execute a written agreement with each such sublicensee and shall comply with the following: Each such sublicense (each, “Permitted Sublicensee”). Any such Permitted Sublicensee a) shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, (b) shall not in any way diminish, reduce or eliminate any of Wyeth's obligations under this Agreement, (c) shall require each such sublicensee to comply with all respects applicable terms of this Agreement, including to keep books and records, and permit Wyeth to audit (either directly or through an independent auditor) such books and records, and (d) shall provide that any such sublicensee shall not further sublicense except on terms consistent with this Section 2.4. Wyeth shall provide Trubion with a copy of each such sublicense agreement within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential, non-Licensed Product-related information and financial information (other than such financial information that is necessary for assessing the obligations to Trubion under this Agreement). Upon Trubion's request and at Trubion's expense, Wyeth shall exercise its right to conduct an audit of a sublicensee's books and records pertaining to the provisions contained sale of a Licensed Product under any such sublicense agreement at the next time that conducting such an audit is permissible under such sublicense agreement. Wyeth shall provide Trubion with a copy of the report of the findings made in this Agreement and Licensee will remain primarily liable to CSMC forany such audit. If such audit reveals that such sublicensee has understated its Net Sales by *** or more, and Wyeth shall be responsible for monitoring the costs of the audit. Wyeth shall remain responsible for its obligations hereunder and enforcing, for the performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, its sublicensees (including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy making all payments due Trubion by reason of any and all fully executed sublicense agreements, any subsequent amendmentsNet Sales of Licensed Products), and shall ensure that any such sublicensees comply with all copies relevant provisions of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees In the event of any uncured material breach by any sublicensee under a sublicense agreement that none would constitute a breach of its permitted sublicenses hereunder shall reduce in any manner any of its Wyeth's obligations set forth in under this Agreement, Wyeth will promptly inform Trubion in writing and shall take such action which in Wyeth's reasonable business judgment will address such default; provided, however, any such uncured material breach by such sublicensee of an obligation that would constitute a breach of Wyeth's obligations under this Agreement shall be deemed an uncured material breach of Wyeth hereunder unless Wyeth cures such material breach within the time provided under Section 9.5 hereof.

Sublicensing. Licensee Seelos shall have the right to grant sublicenses or (collectively “Sublicenses”) under the licenses granted to assign Seelos pursuant to Section 2.1; provided, however, that the granting by Seelos of a Sublicense shall not relieve Seelos of any or all of the rights granted its obligations hereunder only and provided, further, that Seelos’ right to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee grant a Person a Sublicense shall be subject in all respects to the provisions contained condition that Seelos shall advise such Sublicensee of the restrictions set forth in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress rights sublicensed to such Sublicensee, shall include within such Sublicense express provisions binding the Sublicensee to all of any relations entered into the duties, obligations, restrictions and acknowledgements hereunder of Seelos (with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as Licensor being a an express third-party beneficiary thereof with respect to the covenants extent (a) that any Sublicense is a sublicense of a CEA Licensed Products and (b) of audit rights and records retention, in each case unless upon Company’s request Licensor consents in a particular instance to waive such requirement that Licensor be an express third-party beneficiary, which consent Licensor will consider in good faith and not unreasonably withhold or delay) and stating that the Sublicense shall automatically terminate upon the expiration or earlier termination of this Agreement. Seelos shall reasonably promptly deliver to Licensor a true and complete copy of the relevant portions of such Sublicense, provided that Seelos may redact any financial information and any sensitive or proprietary information that is not necessary to ascertain such Sublicensee’s compliance with the terms and conditions of this Agreement. Notwithstanding the foregoing sentence, it is not required that a Sublicense include provisions for the Sublicensee to pay royalties or make milestone payments or other payments directly to Licensor or to provide royalty reports directly to Licensor. Seelos shall require that all of its Sublicensees shall comply with the terms and conditions of this Agreement (as applicable to them) and Seelos shall be and remain fully responsible to Licensor for the compliance by such Sublicensees with the terms and conditions of this Agreement (as applicable to them) as if the Sublicensee were Seelos hereunder. In addition, Licensor hereby agrees that, for the express benefit of each Sublicensee whose Sublicense would be automatically terminated as a result of termination of this Agreement under Section 12.2 for Seelos’ breach (so long as such breach does not arise from any act or omission of such Sublicensee) or as a result of termination of this Agreement under Section 12.3 for Seelos’ bankruptcy or similar event, upon such termination Licensor shall negotiate in good faith with such Sublicensee to enter into a new direct license agreement with such Sublicensee which would contain terms and conditions that are substantially the same as those contained in the sublicense agreement subject to the following: (a) such direct license agreement shall carry forward any limitations or restrictions from Seelos’ full rights which had been effected in such Sublicense (e.g., limitations or restrictions as to duration, type of Licensed Product, method of administration, type of commercialization right, geographic territory, field of use, etc.), (b) if the rights granted by Seelos to such Sublicensee and another Sublicensee had been inconsistent (e.g., the two Sublicensees’ exclusive territories in fact overlapped), Licensor shall be entitled to negotiate so as to cause the elimination in the direct license agreements of any such inconsistency, and (c) such direct license agreement, together with any and all other direct license agreements entered into with other former Sublicensees on account of this Section 2.2, shall afford to Licensor the economic benefit as to the milestone payments and royalties to the extent that such milestone payment and royalties have a proportionate relation to such Sublicensees’ rights and arise after the date of termination of this Agreement as if this Agreement were still in effect, provided that Licensor shall not be entitled to any such milestone payment or royalties payment to the extent that Licensor already has received or recovered or later receives and recovers from, on behalf of or because of Seelos or its successors or assigns any damages, settlement amounts or other amounts for or otherwise in connection with such milestone payments and royalties. As an illustration of subsection (c): if there are four such Sublicensees, the obligations of the former Sublicensees under the four (or, as the case may be, fewer) direct license agreements to pay a particular milestone payment shall in the aggregate, somehow, equal the amount of the particular milestone payment to the extent to which such milestone has a proportionate relation to such Sublicensees’ rights and arises after the date of termination of this Agreement as if this Agreement were still in effect. (As an example, for clarity: the rights of a Sublicensee whose rights are limited to CEA Licensed Products in South America would not “have a proportionate relation” to any of the milestones hereunder except the ones identified in Section 5.3(c)(iii) and Section 5.3(c)(vii).) As another illustration of subsection (b): if there are four such Sublicensees, the obligations of the former Sublicensees under the four (or, as the case may be, fewer) direct license agreements to pay royalties shall be based on the same royalty tiers as set forth in this Agreement, and as to each such direct license agreement the achievement of the applicable tier threshold shall be based not on such former Sublicensee’s Net Sales alone, but rather on the combined Net Sales of all former Sublicensees under their direct license agreements plus the Net Sales of Licensed Products under any other direct license agreement which Licensor may at any time enter into with anyone else (e.g., if the direct license agreements with former Sublicensees did not in the aggregate cover all geographies in the world). Licensee understands Except for Sublicenses as expressly allowed herein, Seelos acknowledges that it has no right to, and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementnot to purport to, grant to anyone a sublicense under the Licensor IP.

Sublicensing. Licensee shall Unless otherwise restricted by any License, Sanofi will have the right to grant sublicenses sublicense any of its rights under the first sentence of Section 4.1 only with the prior written consent of Regeneron, such consent not to be unreasonably withheld or delayed with respect to assign rights outside the Major Market Countries (and only with the prior written consent of Regeneron, which consent may be withheld for any or all reason, in the Major Market Countries), except that Sanofi may sublicense any of the its rights granted hereunder only to an entity which has been approved Affiliate for purposes of meeting its obligations under this Agreement without Regeneron's consent. Unless otherwise restricted by any License, Regeneron will have the right to sublicense any of its rights under Section 4.2 with the prior written consent of Sanofi, such consent not to be unreasonably withheld or delayed, except that Regeneron may sublicense any of its rights hereunder to an Affiliate for purposes of meeting its obligations under this Agreement without Sanofi's consent. Each Party shall remain responsible and liable for the compliance by its Affiliates and Sublicensees with applicable terms and conditions set forth in writing by CSMC (each, “Permitted Sublicensee”)this Agreement. Any such Permitted sublicense agreement will require the Sublicensee shall be subject in all respects of a Party to comply with the provisions obligations of such Party as contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreementherein, including, without limitation, those pertaining to the confidentiality and non-use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in Article XVI, and will include, with respect to a Sublicensee of Sanofi, an obligation of the Sublicensee to account for and report its sales of Licensed Products to Sanofi on the same basis as if such sales were Net Sales by Sanofi. For the avoidance of doubt, Regeneron shall be entitled to receive its share of the applicable Profit Split based on Net Sales of Licensed Products sold by Sublicensees under this Agreement. In the event of a breach by a Sublicensee of any sublicense agreement which has or is reasonably likely to have an adverse effect on either Party or any of its Affiliates or any Party's Intellectual Property, then the harmed Party may cause the other Party or its Affiliate to exercise, and the other Party or its Affiliate will promptly exercise, any termination rights it may have under the sublicense with the Sublicensee. Any sublicense agreement will provide for the termination of the sublicense or the conversion of the sublicense to a license directly between the Sublicensee and the other Party, at the option of the other Party, upon termination of this Agreement. Furthermore, any such sublicense shall prohibit any further sublicense or assignment. Each Party will forward to the other Party a complete copy of each applicable fully executed sublicense agreement (and any amendment(s) thereto) within ten (10) days of the execution of such agreement.

Sublicensing. Except as set out in item 5 of the Details Schedule or under clause 3.3(b): the Licensee shall may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and the Licensor will not unreasonably withhold approval, but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the Licensee may sublicence the Licensed IPR without further approval of the Licensor: as agreed in the Commercialisation Business Plan; or to users of Products, but only to the extent required to enable use of the Product. The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor in writing, the sublicence agreement must include provisions to the effect that: the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to grant sublicenses sublicense; the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to assign do anything which would, if done or omitted to be done by the Licensee, give the Licensor the right to terminate this Agreement; such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.4 in respect of) this Agreement or any or all licences granted under it; and the Licensor has audit rights in respect of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects sublicensee equivalent to the provisions contained in this Agreement and Licensor’s rights to audit the Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions under clause 6 of this Agreement, including, without limitation, those pertaining . In addition to the use Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of CSMC’s name any sublicence entered into and marks, indemnification of CSMC and provide the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicablepersonal information). Licensee shall also keep CSMC reasonably informed with In respect to the progress of any relations entered into with any Permitted Sublicensees. If sublicences to users of Products, the Licensee shall conduct one or more audits is only required to notify the Licensor of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies intention to use a particular form of all audit reports to CSMC on a timely basissublicence. The covenants pertaining to the use acts or omissions of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run sublicensee are considered for the benefit purposes of CSMC, who shall this Agreement to be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none acts or omissions of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementthe Licensee.

Sublicensing. In accordance with all terms, and subject to all conditions, set forth in this Agreement, as of the Distribution Date, Licensee shall have the right to grant sublicenses or to assign any or all Permitted Sublicensee a non-transferable sublicense (without the right to grant further sublicenses) under the rights and licenses granted to Licensee in this Article 2; provided, however, that in no event shall any such sublicense exceed the scope of the rights and licenses granted hereunder only to an entity which has been approved Licensee in writing by CSMC this Article 2. The Parties acknowledge and agree that, as of immediately prior to the Distribution Date, all Subsidiaries of SpinCo (each, other than Licensee) are using the XX Xxxxx or Approved GE Entity Names (as applicable) in the conduct of the SpinCo Business (excluding any Former SpinCo Business) and therefore shall be deemed “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Sublicensees” hereunder; provided, however, that if Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than notifies Parent within thirty (30) days following execution of the Distribution Date of any Subsidiary that is not so using the XX Xxxxx or receipt thereofApproved GE Entity Names, as applicable, such Subsidiary shall not be deemed a “Permitted Sublicensee” and shall not receive any sublicenses hereunder. Licensee shall also keep CSMC reasonably informed cause each Permitted Sublicensee to fully comply with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name terms and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants conditions set forth in this AgreementAgreement as if such Permitted Sublicensee was directly bound thereby, and Licensee shall be liable hereunder for all actions or omissions of any Permitted Sublicensee, including any breach or other violation by any Permitted Sublicensee of any terms and conditions set forth herein, as if performed (or failed to be performed) by Licensee itself. Licensee understands Notwithstanding the foregoing, in the event any Permitted Sublicensee ceases to be a Subsidiary of SpinCo, except as and agrees that none of its permitted to the extent provided in Section 10.1(c), such Person shall immediately cease to be a “Permitted Sublicensee” and all sublicenses granted to it under the rights and licenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementautomatically terminate forthwith.

Sublicensing. Licensee shall have has the right under this Agreement to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (eachthird parties, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions***, and the applicable provisions sublicenses may be of no greater scope than the licenses under Sections 2.1. Licensee shall furnish Caltech within *** 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 in Section 2.1, or of this Agreement, includingprovided 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) obligates the sublicensee to thereafter render to Caltech all sublicense royalties or other sublicense-related consideration that the sublicensee would have owed to Licensee under the sublicense, without limitation(ii) names Caltech as a third party *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, those pertaining to the use of CSMC’s name AS AMENDED. beneficiary, and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. (iii) affirms that Licensee shall promptly forward remain responsible for all obligations to CSMC sublicensee (other than those requiring Licensee to hold a license under the Exclusively Licensed Patent Rights or Technology), unless Caltech (at its discretion) elects to assume such obligations; and (b) Licensee informs the sublicensee in writing (with a copy to Caltech) that the sublicensee’s obligations pursuant to (a) are in effect as a result of any and all fully executed sublicense agreementsthe termination. To the extent the foregoing requirements are satisfied, any subsequent amendmentsCaltech agrees to enter into a separate, and all copies direct agreement with such sublicensee upon request of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementsuch sublicensee.

Sublicensing. 2.5.1 Licensee shall have the right to may grant sublicenses or to assign (through multiple tiers) under the Licensed Patents and under any or all of the rights license granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in Licensed Biological Materials pursuant to the SRA consistent with and subordinate to the terms of this Agreement and and, in the case of Licensed Biological Materials, subject to a written material transfer agreement. Licensee will remain primarily liable to CSMC for, and shall be responsible and liable for monitoring its Affiliates’ and enforcingSublicensees’ compliance with this Agreement, performance of and for promptly collecting all of amounts due to Licensee from its Affiliates and Sublicensees. Licensee’s obligations hereunder by sublicenses shall not include any such Permitted Sublicensee. Without limiting terms inconsistent with the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions terms of this Agreement, includingand shall include protection for Licensor in terms of limiting Licensor’s liability, without limitationdisclaiming Licensor’s warranties, those pertaining protecting Licensor’s intellectual property and proprietary rights; and indemnities expressly in favor of Licensor for which Licensor shall be a third party beneficiary, all to at least the same extent as this Agreement. In the event of a conflict between this Agreement and any sublicense, this Agreement shall control. If a Sublicensee becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, Licensee, to the extent allowed under applicable law and in a timely manner, agrees to use reasonable commercial efforts to collect all consideration owed to Licensee and to have the sublicense agreement assumed or rejected by a court of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheldproper jurisdiction as soon as reasonably possible. Licensee shall promptly forward must deliver to CSMC Licensor a true and correct copy of each sublicense granted by Licensee and any and all fully executed sublicense agreementsamendment or termination thereof, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reportswhich, in no event more than thirty each case, may be redacted to remove any confidential terms not relevant to (30i) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed payments due to Licensor under this Agreement with respect to the progress Licensed Patents or Licensed Biological Materials or (ii) the Sublicensee’s obligations to comply with the terms of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement, within [***] after execution, amendment or termination.

Sublicensing. Licensee shall have the right to (a) Dicerna may grant written sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, a “Permitted SublicenseeSublicense Agreement”) to the Licensed Intellectual Property (subject to Section 2.4(b). Any such Permitted Sublicensee ) solely to Develop, Manufacture and Commercialize Products are solely directed to the treatment of PH1 for use in the Field, including to CMOs; provided, however, that any sublicense granted by Dicerna shall be subject in all respects and, except as set forth below, subordinate to the provisions contained in terms and conditions of this Agreement and Licensee will remain primarily liable to CSMC for, shall contain terms and conditions consistent with those in this Agreement. Dicerna shall be responsible assume full responsibility for monitoring and enforcing, the performance of all obligations and observance of Licensee’s obligations hereunder all terms herein under the licenses granted to it. If Dicerna becomes aware of a material breach of any Sublicense Agreement by any such Permitted a Sublicensee. Without limiting the generality , Dicerna shall promptly notify Protiva of the foregoing, particulars of same and take Commercially Reasonable Efforts to enforce the terms of such Sublicense Agreement. All Sublicense Agreements shall provide that the Sublicensee may only use the Confidential Information of Protiva in accordance with terms of this Agreement applicable to Dicerna’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in Article VI. Dicerna shall use Commercially Reasonable Efforts to make Protiva an express condition third-party beneficiary of each CMO Agreement (as defined in the Supply Agreement), and Protiva shall be an express third-party beneficiary of any such sublicenseother Sublicense Agreement, any such Permitted Sublicensee shall be required including the provisions related to agree in writing to be bound by commercially reasonable reporting use and record keeping, indemnification and inspection provisions, and the applicable provisions disclosure of Protiva’s Confidential Information. Upon expiration or termination of this Agreement, including, without limitation, those pertaining and provided any Sublicensee is in good standing and has not contributed to the use breach or other circumstance that led to any termination, such Sublicense Agreement will remain in full force and effect and Dicerna will be required, until the expiration or termination of CSMC’s name and markseach Sublicense Agreement, indemnification of CSMC and to: (i) remit to Protiva all royalties or other payments Dicerna receives from any Sublicensee regarding the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy sale or other disposition of any Products; and all fully executed sublicense agreements, any subsequent amendments, (ii) enforce the terms of the Sublicense Agreement at the direction and all copies expense of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this AgreementProtiva.

Sublicensing. The exclusive license under Article 2.1(a) to Licensee shall have includes the right to grant sublicense to Third Parties, as well as Affiliates of Licensee, under the terms and conditions of this Agreement. Licensee shall notify Licensor of each sublicense in writing at least five days prior to commencing the sublicense. Licensee will make and be responsible for all payments to Xx. Xxxxx'x for all sales of Licensed Product in the Territory including sales made pursuant to the sublicenses. Licensee hereby irrevocably agrees that it shall be solely and primarily responsible for payment of all royalties payable under this agreement irrespective of whether Licensee receives the consideration from the sub-licensee or not. Licensee will also be responsible for the observance of all covenants and conditions contained herein by all sublicensees of the Technology and Patents, and will use its best efforts to cause all sublicensees to observe the covenants in this Agreement regarding confidentiality, maintenance of records, and exchanges of information. All such sublicenses shall be in writing, Any sublicense granted by Licensee shall provide that the sublicensee shall not assign or to transfer the sublicense nor any of its rights or obligations thereunder, in any manner (including by operation of law) without the prior written consent of Licensor, which Licensor may withhold in its sole discretion; provided however, that such sublicensee may assign any or transfer such sublicense as part of a sale or merger of such sublicensee or a sale by such sublicensee of all or substantially all of the rights granted hereunder assets to which the sublicense relates if, and only if, prior thereto, the assignee delivers to an entity Licensee and Licensor (i) a written agreement of such assignee to assume all of the assigning sublicensee’s obligations under such sublicense and (ii) evidence reasonably satisfactory to Licensor of such assignee’s ability to perform such obligations (which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee evidence shall be subject in all respects deemed satisfactory unless Licensee or Licensor delivers reasonable and reasonably detailed written objection to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than assignment within thirty (30) days following execution receipt of such evidence). Licensee’s sublicensee shall only have the right to grant further sublicenses upon the approval of Licensor (which approval shall not be unreasonably withheld or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect delayed) and only in the event that such sub sublicense both (i) covers all the rights of the sublicensee to the progress Licensed Product that is the subject of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during such sublicense, and (ii) includes the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining grant to the use sub sublicensee of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense substantial intellectual property rights owned or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementcontrolled by such sublicensee.

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “" Permitted Sublicensee”"), which approval shall not be unreasonably withheld or delayed. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s ' s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Pe1mitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s 's name and marks, indemnification of CSMC and the use of CSMC’s 's Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s 's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ Sublicensees ' profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Pe1mitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s 's name and marks, the indemnification of CSMC and the use of CSMC’s 's Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-third- party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. 16.1 Sublicenses granted hereunder shall be limited to the scope of rights and privileges granted to Licensee and subject to the same terms, renditions and obligations. 16.2 Licensee shall have notify Licensor of any sublicense granted hereunder. 16.3 If Licensee grants any sublicense hereunder for which Licensee receives monetary or other remuneration or value other than profits on the right sale of Licensed Products, then Licensee shall report such grant of sublicensed rights and one third of all value received shall be paid to grant sublicenses Licensor. 16.4 Any Sublicensee authorized by Licensee shall be obligated to pay royalties or make other payments as specified herein as obligations of Licensee, if any such Sublicensee receives benefits equivalent to assign those granted to Licensee and Licensee fails to pay, and any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”)sublicense shall so provide. Any such Permitted Sublicense shall only be obligated with respect to benefits received by that Sublicensee and not benefits granted to other Sublicensees or retained by Licensee. 104 17. CERTIFICATION of licensed PRODUCTS 17.1 Licensee shall submit prototypes developed under part 14 to the following state gaming commissions and laboratory for approval. licensing, or other certification as required or deemed desirable: Nevada, New Jersey, Mississippi and Gaming Laboratories, Inc. (individually, "Certifying Authority', collectively, 'certifying Authorities'). Should the prototype not receive certification, licensing or approval by the above-listed entities, then Licensor shall cc have the opportunity to redesign and remanufacture a prototype, and Licensee shall resubmit said prototype to said Certifying Authorities for certification, licensing or approval Thereinafter collectively known as 'Certification'). 17.2 licensee and Licensor shall share evenly all such costs of certification. Licensee shall advance to Licensor, Licensor's share of such costs. 1S. MANUFACTURE OF LICENSED PRODUCTS FOR SALE TO LICENSOR 18.1 Licensed or Manufactured Product. Licensor shall be subject the exclusive supplier of Licensed Product to Licensee. Licensor may either manufacture the Licensed Products directly or have such manufactured by other-, in all respects to its behalf. 19. INITIAL PRODUCTION RUN 19.1 Licensor shall initially manufacture 100 units of Licensed Product for Licensee. Licensee shall advance Licensor $689.445 for the provisions contained in this Agreement manufacture of said 100 units. This includes: (a) $300,125 of costs for initial tooling; and, (b) The remaining $389,320 includes the expected variable costs and costs for testing. 19.2 Licensee will remain primarily liable pay $3893.20 per unit for each of the initial production run of 100 units of the Licensed Product. Licensee will be obligated to CSMC for, and purchase the initial production run up to 100 units. Said first 100 units shall be responsible for monitoring and enforcingdelivered to Licensee on or before December 31, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee1996. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent Licensee shall not be unreasonably withheldobligated to pay royalties under part 21.2 for the initial production run of 100 units. 19.3 The tooling costs will be advanced by Licensee to Licensor or its designated manufacturing subcontractor. Licensee may treat the amounts actually advanced for tooling costs is prepayment of royalties. However, the amounts advanced for such tooling costs will only be deductible to the extent of reducing the royalties otherwise owed by fifty percent (50%), The reduction of royalties for tooling costs will also not be allowed until any other applicable setoff against royalties have been fully setoff and cannot be taken simultaneously with any other diminution in royalties provided for in this agreement. 19.4 Licensor shall be the owner of all production tooling developed by or for Licensor for manufacture of Licensed Product. Licensee shall promptly forward to CSMC acquire a copy security interest in any production tooling purchased or produced using the advance of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicablefunds from Licensee. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereofHowever, Licensee shall provide copies acquire a security interest in said tooling only to the extent that advances for the first 100 units to be produced have not been repaid 29 provided under part 20. Continuing Sale of all audit reports Licensed Products 20.1 The Licensor will the sole supplier of Licensed Products to CSMC on a timely basisLicensee. The covenants pertaining sales price for units delivered by Licensor to Licensee other than the use of CSMC’s name and marksinitial production run under part 19, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.$2,500 per unit F.O.B.

Sublicensing. Licensee 2.2.1 Anebulo shall have the right be entitled to grant sublicenses or to assign any or all of sublicense (including through multiple tiers) the rights granted hereunder only to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Anebulo, provided such person is not developing or commercialising any product (whether a pipeline asset or a marketed product) which (i) contains a CB1 antagonist or (ii) is for the same indication covered or proposed to be covered by a Phase II Clinical Trial, a Pivotal Clinical Trial, an entity which has been approved in writing by CSMC application for a Marketing Authorisation or a granted Marketing Authorisation for the Licensed Product. If Anebulo or a Sublicensee wishes to grant a sub-license to any person that does not meet the above criteria then it shall not do so without Vernalis’ prior written consent (each, “Permitted Sublicensee”such consent not to be unreasonably withheld or delayed). Any such Permitted Sublicensee person to which Anebulo grants a sublicence and to which any further tiers of sublicence are granted, each pursuant to this Clause 2.2.1, shall be subject in a “Sublicensee”. In the event that Anebulo grants one or more sublicences pursuant to Clause 2.2.1, Anebulo shall remain responsible for all respects to the provisions contained in of its obligations under this Agreement and Licensee will remain primarily liable shall cause each Sublicensee to CSMC forcomply with the applicable terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Anebulo to be in breach of this Agreement, and Anebulo shall be responsible for monitoring and enforcing, performance such breach regardless of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting remedy which either (a) Vernalis may have against the generality Sublicensee or (b) Anebulo may have against the Sublicensee for breach of the foregoingsublicense; provided, as an express condition however, that if default by a Sublicensee of any such sublicense, any such Permitted Sublicensee shall be required its material obligations gives rise to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions Vernalis’ right of termination under this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent Vernalis shall not be unreasonably withheld. Licensee shall promptly forward entitled to CSMC a copy terminate this Agreement if, within sixty (60) days after receipt of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing written notice thereof from Vernalis (or royalty reports, in no event more than thirty (30) days following execution in the case of breach of a payment obligation), Anebulo has either (i) caused such Sublicensee to take actions to cure such default, or receipt thereof, as applicable(ii) terminated its sublicense agreement with such Sublicensee and taken actions to cure such default. Licensee Any such permitted sublicences shall also keep CSMC reasonably informed be consistent with respect and expressly made subject to the progress terms and conditions of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none Anebulo shall provide a copy of any sublicence agreement executed by Anebulo or any Sublicensee to Vernalis within ten (10) Business Days of its permitted sublicenses hereunder shall reduce in any manner any execution, (which copy may be redacted to delete information not relevant to determining whether such sublicense is consistent with the provisions of its obligations set forth in this Agreement).

Sublicensing. Licensee Vertex may grant sublicenses through multiple tiers to one or more Sublicensees of any and all rights granted to Vertex by CRISPR under the Exclusive License; provided that Vertex, its Affiliates and its Sublicensees shall have the right only be permitted to grant sublicenses or a Sublicense to assign conduct any or all of the rights granted hereunder only Commercialization activities with respect to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMCa Product [***] with CRISPR’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed and provided, further, that no such consent will be needed with respect to any Sublicense (a) granted to a Third Party to conduct Commercialization activities with respect to a Product in [***] (and not any other [***]), (b) granted to a Distributor or other Third Party to conduct activities on Vertex’s or its Affiliates’ or any Sublicensee’s behalf or (c) granted to a Third Party to Manufacture Products on Vertex’s or its Affiliates’ or any Sublicensee’s behalf. Each such Sublicense will be subject and subordinate to, and consistent with, the terms and conditions of this Agreement and will require such Sublicensee to comply with all applicable terms of this Agreement and all Third Party Obligations to the extent the provisions of such obligations or agreements are specifically disclosed to Vertex in writing (or via electronic data room). Vertex, and each Sublicensee that grants a further Sublicense, shall promptly provide CRISPR with a copy of each fully executed Sublicense agreement that includes any sublicense granted hereunder (which consent copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 4.1.2); provided that, Vertex and its Sublicensees shall not be unreasonably withheld. Licensee shall promptly forward required to CSMC provide CRISPR with a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC that is granted on a timely basisnon-exclusive basis to a Subcontractor solely to enable such Subcontractor to perform Research, Development, Manufacturing or [***] Certain information 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. The covenants pertaining to the use Commercialization activities on behalf of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run solely for the benefit of CSMCVertex, who shall be expressly stated as being a third-party beneficiary thereof with respect its Affiliates or any Sublicensee pursuant to the covenants set forth in this Agreement. Licensee understands Vertex shall remain primarily liable to CRISPR for the performance of all of Vertex’s obligations under, and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in Vertex’s compliance with all provisions of, this Agreement.

Sublicensing. Licensee shall Unless otherwise restricted by any Existing License or New License, Company will have the right to grant sublicenses sublicense any of its rights under the first sentence of Section 4.1 only with the prior written consent of Regeneron, such consent not to be unreasonably withheld or delayed with respect to assign rights outside the Major Market Countries (and only with the prior written consent of Regeneron, which consent may be withheld for any or all reason, in the Major Market Countries), except that Company may sublicense any of the its rights granted hereunder only to an entity which has been approved Affiliate for purposes of meeting its obligations under this Agreement without Regeneron’s consent. Unless otherwise restricted by any Existing License or New License, Regeneron will have the right to sublicense any of its rights under the first sentence of Section 4.2 only with the prior written consent of Company, such consent not to be unreasonably withheld or delayed, except that Regeneron may sublicense any of its rights hereunder to an Affiliate for purposes of meeting its obligations under this Agreement without Company’s consent. Each Party shall remain responsible and liable for the compliance by its Affiliates and Sublicensees with applicable terms and conditions set forth in writing by CSMC (each, “Permitted Sublicensee”)this Agreement. Any such Permitted sublicense agreement will require the Sublicensee shall be subject in all respects of a Party to comply with the provisions obligations of such Party as contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreementherein, including, without limitation, those pertaining to the confidentiality and non-use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in Article 16, and will include, with respect to a Sublicensee of Company, an obligation of the Sublicensee to account for and report its sales of Licensed Products to Company on the same basis as if such sales were Net Sales by Company. For the avoidance of doubt, Regeneron shall be entitled to receive its share of the Territory Profit Split based on Net Sales of Licensed Products sold by Sublicensees under this Agreement. In the event of a breach by a Sublicensee of any sublicense agreement which has or is reasonably likely to have a materially adverse effect on Regeneron or any of its Affiliates or any Regeneron Intellectual Property, then Regeneron may cause Company or its Affiliate to exercise, and the Company or its Affiliate will promptly exercise, any termination rights it may have under the sublicense with the Sublicensee. Any sublicense agreement will provide for the termination of the sublicense or the conversion of the sublicense to a license directly between the Sublicensee and Regeneron, at the option of Regeneron, upon termination of this Agreement. Furthermore, any such sublicense shall prohibit any further sublicense or assignment. Company will forward to Regeneron a complete copy of each fully executed sublicense agreement (and any amendment(s) thereto) within ten (10) days of the execution of such agreement.

Sublicensing. Licensee shall have (a) In the right to grant event that ARROWHEAD sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (eachunder Section 4.1, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee ARROWHEAD will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than notify ALNYLAM within thirty (30) days following execution after such sublicense becomes effective and provide a copy of the fully executed sublicense agreement to ALNYLAM within the same time frame (which copy may be redacted, provided that information relevant to ARROWHEAD’s obligations to ALNYLAM hereunder shall not be redacted), which shall be treated as Confidential Information of ARROWHEAD, provided that ALNYLAM may disclose such sublicense agreement(s) to Third Parties under confidence if and to the extent required in order to comply with ALNYLAM’s contractual obligations related to ALNYLAM Patent Rights; and provided, further, that such Third Parties are bound in writing by confidentiality obligations consistent with those set forth herein. Should this Agreement or receipt thereofthe rights granted to ARROWHEAD hereunder terminate for any reason, any sublicense(s) granted by ARROWHEAD to an ARROWHEAD Sublicensee shall survive such termination, provided that, as applicable. Licensee shall also keep CSMC reasonably informed to each such ARROWHEAD Sublicensee, the ARROWHEAD Sublicensee is not then in material breach of the sublicense, all financial obligations to ALNYLAM under this Agreement through the date of termination with respect to the, sublicensed rights have been satisfied, all obligations (including without limitation all financial obligations) to ALNYLAM under this Agreement with respect to the progress sublicensed rights continue to be satisfied by or on behalf of any relations entered into with any Permitted Sublicensees. If Licensee the ARROWHEAD Sublicensee and ALNYLAM shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining have no responsibility for ARROWHEAD’ s obligations to the use of CSMC’s name and marks, ARROWHEAD Sublicensee under the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementsublicense.

Sublicensing. Licensee shall have the right to grant sublicenses or to assign (subject to Section 13.11) any or all of the rights granted hereunder only to an entity (a) public companies listed on the NYSE, NYSE MKT, NYSE Arca or NASDAQ stock exchanges; (b) private companies having at least $25 million in annual sales; or (c) entities which has have been approved in writing by CSMC (such consent not to be unreasonably withheld) (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee 5.17.1 Lavvan shall have the right be entitled to grant sublicenses or Sublicenses to assign any or all of the rights granted hereunder Technology and the Amyris IP only to an entity which Persons that are Approved Sublicensees at the time such Sublicenses are entered into. Prior to the date hereof, Lavvan has been provided Amyris with a list of pre-selected sublicensees and Amyris has approved the sublicensees set forth on such list (the Persons on such list, as Persons may be added to or removed from such list from time to time in writing by CSMC (eachaccordance with this Section 5.17, being the “Permitted SublicenseeApproved Sublicenses”). Any such Permitted Sublicensee Lavvan shall be subject entitled to propose additional sublicensees to Amyris in all respects writing from time to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC fortime along with such information as Amyris may reasonably request regarding each such proposed sublicensee, and each such proposed sublicensee shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations become an Approved Sublicensee hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following after having been so proposed by Lavvan unless Amyris shall provide Lavvan with a reasonably detailed summary (a “Proposed Sublicensee Objection Notice”) of the reasons why Amyris objects to such any such proposed sublicensee becoming an Approved Sublicensee hereunder (in which event any proposed sublicensee objected to in any Proposed Sublicensee Objection Notice shall not become an Approved Sublicensee hereunder). Lavvan shall provide Amyris with fifteen (15) days written notice prior to entering into a Sublicense with any Approved Sublicensee (a “Proposed Sublicense Notice”), along with a copy of the then-current draft of such proposed Sublicense. Lavvan shall discuss each such proposed Sublicense with Amyris prior to execution or receipt thereofand shall allow Amyris the opportunity to provide comments on such proposed Sublicense, as applicablewhich comments Lavvan agrees to consider in good faith. Licensee Amyris shall also keep CSMC reasonably informed be entitled to terminate the Approved Sublicensee status of any Approved Sublicensee at any time after any Person becomes an Approved Sublicensee until the date that is five (5) days after the date of a Proposed Sublicense Notice with respect to the progress of any relations a Sublicense proposed to be entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during such Approved Sublicensee in the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who event that such Approved Sublicensee shall be expressly stated as being a third-party beneficiary thereof to any Action or material dispute with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner Amyris, any of its obligations set forth Affiliates, or any party to any material business relationship with Amyris or any of its Affiliates, or (ii) any event or events shall have occurred involving such Approved Sublicensee that shall have caused Amyris to reasonably conclude that granting a Sublicense to such Approved Sublicensee would be materially adverse to the legitimate business interests of Amyris or any of its Affiliates or could materially and adversely affect the business or reputation or Amyris or any of its Affiliates, by providing written notice (an “Approved Sublicensee Termination Notice”) to Lavvan, which Approved Sublicense Termination Notice shall include a reasonably detailed summary of the reasons why Amyris is terminating the Approved Sublicensee status of such Approved Sublicensee (in this Agreementwhich event such Approved Sublicensee shall cease to be an Approved Sublicensee hereunder, and Lavvan shall no longer be entitled to enter into a Sublicense with such Person ).

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or bio-diagnostic company which is generally recognized in such industries and which, at the time of the sublicense, is in good standing and has a market capitalization of over $100,000,000; and (c) an entity which has been approved in writing by CSMC; provided, that such approval shall not be unreasonably withheld; provided, further, that the Licensee shall request consent from CSMC by submitting a written request to CSMC’s Technology Transfer Office by electronic mail at CXXxxxXxxxxxxx@xxxx.xxx, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (each, 30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be referred to as a “Permitted Sublicensee”). In the event CSMC denies a requested sublicense, Licensee shall have the right to petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible to the best of Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee shall Unless otherwise restricted by any License, Sanofi will have the right to grant sublicenses sublicense any of its rights under the first sentence of Section 4.1 only with the prior written consent of Regeneron, such consent not to be unreasonably withheld or delayed with respect to assign rights outside the Major Market Countries (and only with the prior written consent of Regeneron, which consent may be withheld for any or all reason, in the Major Market Countries), except that Sanofi may sublicense any of the its rights granted hereunder only to an entity which has been approved Affiliate for purposes of meeting its obligations under this Agreement without Regeneron’s consent. Unless otherwise restricted by any License, Regeneron will have the right to sublicense any of its rights under Section 4.2 with the prior written consent of Sanofi, such consent not to be unreasonably withheld or delayed, except that Regeneron may sublicense any of its rights hereunder to an Affiliate for purposes of meeting its obligations under this Agreement without Sanofi’s consent. Each Party shall remain responsible and liable for the compliance by its Affiliates and Sublicensees with applicable terms and conditions set forth in writing by CSMC (each, “Permitted Sublicensee”)this Agreement. Any such Permitted sublicense agreement will require the Sublicensee shall be subject in all respects of a Party to comply with the provisions obligations of such Party as contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreementherein, including, without limitation, those pertaining to the confidentiality and non-use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in Article XVI, and will include, with respect to a Sublicensee of Sanofi, an obligation of the Sublicensee to account for and report its sales of Licensed Products to Sanofi on the same basis as if such sales were Net Sales by Sanofi. For the avoidance of doubt, Regeneron shall be entitled to receive its share of the applicable Profit Split based on Net Sales of Licensed Products sold by Sublicensees under this Agreement. In the event of a breach by a Sublicensee of any sublicense agreement which has or is reasonably likely to have an adverse effect on either Party or any of its Affiliates or any Party’s Intellectual Property, then the harmed Party may cause the other Party or its Affiliate to exercise, and the other Party or its Affiliate will promptly exercise, any termination rights it may have under the sublicense with the Sublicensee. Any sublicense agreement will provide for the termination of the sublicense or the conversion of the sublicense to a license directly between the Sublicensee and the other Party, at the option of the other Party, upon termination of this Agreement. Furthermore, any such sublicense shall prohibit any further sublicense or assignment. Each Party will forward to the other Party a complete copy of each applicable fully executed sublicense agreement (and any amendment(s) thereto) within ten (10) days of the execution of such agreement.

Sublicensing. Licensor and ThrillRides authorize Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted to Licensee hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to connection with the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition sale or lease of any such sublicense, SkyView to any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and Licensee Affiliate or other third party without the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consentconsent of Licensor or ThrillRides being required, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any provided that in connection with such sale or lease Licensor receives all applicable royalties payable hereunder in conjunction therewith and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, ThrillRides receives the Construction Payment (as such term is defined in no event more than thirty (30) days following execution or receipt thereofthe Development Agreement), as applicable. Licensee shall also keep CSMC have the right to grant sublicenses of the rights granted to it hereunder to any of its Affiliates and to its contractors and other third parties but only to the extent reasonably informed necessary for Licensee to exercise the rights with respect to the progress Technology and the Trademark and/or perform its obligations hereunder, without the prior written consent of any relations entered into Licensor or ThrillRides being required. Licensee is and shall be authorized, but not required, to grant to sublicensees the right to use the Trademark in conjunction with any Permitted Sublicenseesthe operation of the Technology as an amusement ride. If Licensee such rights are granted, the sublicense shall conduct one or more audits contain any and all limitations and controls on the quality of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports goods and services necessary to CSMC on a timely basismaintain the trademark rights in the applicable jurisdiction. The covenants pertaining Notwithstanding anything to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants contrary set forth in this Agreement. , Licensee understands shall have the right, without the consent of Licensor or ThrillRides being required, to permit a sublicensee to obtain financing from one or more lenders for funding the commercialization of the sublicense granted to it hereunder and agrees granting any such lender or its agent, a sublicense to use the Technology and the Trademark and otherwise exercise the rights of the sublicensee hereunder in the event of default by sublicensee in connection with such financing to the extent that none such lender or its agent reasonably deems it necessary in connection with the exercise of its permitted sublicenses hereunder shall reduce in any manner rights and remedies, for the purpose of selling or otherwise disposing of, or dealing with, any of the physical assets and properties of sublicensee relating to the Technology or the SkyViews. Licensor and ThrillRides each agrees to execute and deliver such additional agreements or acknowledgements of the foregoing provision in favor of any such lender or its obligations set forth agent as may be reasonably requested by such sublicensee, lender or its agent in this Agreementconnection with providing such sublicense or financing to sublicensee.

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “"Permitted Sublicensee”"), which approval shall not be unreasonably withheld or delayed. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations ' s ob ligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Pe1mitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s 's name and marks, indemnification of CSMC and the use of CSMC’s 's Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s 's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendmentsamendments , and all copies of Permitted Sublicensees’ Sublicensees ' profit sharing or royalty reports, in no event more than thirty days (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Pe1mitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s 's name and marks, the indemnification of CSMC and the use of CSMC’s 's Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-third- party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all of may sublicense the rights granted hereunder only to an entity it under Section 2.1 (License Grants) through one or more tiers to one or more of its Affiliates or Third Parties at any time (each Third Party to which has been approved in writing by CSMC (each, sublicense is granted is hereinafter referred to as a “Permitted Sublicensee”). Any such Permitted Sublicensee shall sublicense must be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC forwriting, and shall be responsible consistent with the terms of this Agreement. In particular but without limitation, Licensee hereby covenants that any sublicense agreement(s) shall contain (a) covenants by the sublicensee for monitoring the benefit of Orion and enforcing, performance of all of Licensee’s obligations hereunder by any Licensee for such Permitted Sublicensee. Without limiting sublicense to observe and perform materially the generality of same terms and conditions as those set out for Licensee in this Agreement to the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree extent applicable; (b) license-back provisions consistent with those in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions Section 8.6 of this Agreement, includingunder which any Sublicensee shall license all intellectual property rights, without limitationinformation and data in the scope of Section 8.6 directly to Orion; and (c) mechanisms for the reporting of Net Sales consistent with the terms of this Agreement, those pertaining as well as grant Orion the right to audit the use Net Sales of CSMC’s name any Sublicensee. Further, prior to and marks, indemnification as a prerequisite for disclosing any of CSMC and the use of CSMCOrion’s Confidential InformationInformation to any potential Sublicensee, Licensee shall have such potential Sublicensee to execute and deliver to Orion a confidentiality agreement in the form attached hereto as Schedule 2.3.2 between such potential Sublicensee and Orion. Permitted Sublicensees may not further In the event that Licensee becomes aware of a material breach of any such sublicense without CSMC’s prior written consentby the Sublicensee, which consent shall not be unreasonably withheld. Licensee shall promptly forward notify Orion of the particulars of same and use its commercially reasonable efforts to CSMC enforce the terms of such sublicense and to cooperate with Orion if it chooses to take action to enforce such terms. If Licensee does not initiate a copy suit or take other appropriate action that it has the initial right to initiate or take pursuant to Section 2.3.3 above, then Orion may, in its discretion and in its own name, after having notified the Licensee thereof in writing, initiate a suit or take other appropriate action. If required by the law of the forum, Licensee shall execute such authorizations under this Agreement or any sublicense agreements concluded hereunder as well as other legal papers that may be necessary or useful to establish legal standing for Orion to pursue a suit or other action against a Sublicensee, and to cooperate in the prosecution of such suit as may be reasonably requested by Orion; provided that Orion shall promptly reimburse all fully executed sublicense agreementsout-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Licensee in connection with such cooperation. If this Agreement terminates for any reason, any subsequent amendmentsSublicensee shall, and all copies from the effective date of Permitted Sublicensees’ profit sharing or royalty reportssuch termination, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed automatically become a direct licensee of Orion with respect to the progress rights originally sublicensed to the Sublicensee by Licensee; provided, however, that in no event shall Orion as a consequence of such termination incur any relations entered into obligation(s) towards a Third Party other than the grant of a license consistent with any Permitted Sublicensees. If Licensee shall conduct one or more audits the terms of Section 2.1 to the relevant Sublicensee, and provided further that such Sublicensee is not in breach of its Permitted Sublicensees sublicense agreement and such Sublicensee agrees in writing to comply with all of the terms of this Agreement and assumes the responsibilities of Licensee hereunder during to the term hereofextent applicable from the rights originally sublicensed to it from Licensee. 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. Should Licensee enter into a sublicense after Orion has given notice of breach of this Agreement under Section 14.4, Licensee shall provide copies of all audit reports to CSMC either in its entirety or on a timely country-by-country and/or product-by-product basis. The covenants pertaining to the use , then such notice of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who breach shall be expressly stated as being a third-party beneficiary thereof effective also against the relevant sublicensee and any cure period for such breach shall continue with respect to such sublicensee to the covenants set forth in this Agreementextent the sublicense relates to products and countries affected by the notice of breach. Licensee understands and agrees that none For purposes of its permitted sublicenses hereunder clarity, such sublicensee shall reduce in any manner any of its obligations set forth in this Agreementnot be entitled to restart the cure period.

Sublicensing. Licensee Except as provided in this Section 3.2, ZIOPHARM shall have not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or commercialize Products, in each case except with Intrexon’s written consent, which [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, ZIOPHARM may transfer, to the extent reasonably necessary, Intrexon Materials to a Third Party contractor performing post-API fill/finish responsibilities for Products, and may grant any sublicenses or necessary to assign any or all of enable such Third Party to perform such activities. In addition, ZIOPHARM shall not sublicense the rights granted hereunder only under Section 3.1 to an entity Affiliate, or transfer the Intrexon Materials to any Affiliate, or otherwise grant any Affiliate the right to research, develop, use, or commercialize Products, in each case except with Intrexon’s written consent, which has been approved in writing by CSMC (eachwritten consent shall not be unreasonably withheld or delayed. In the event that Intrexon consents to any such grant or transfer to an Affiliate, “Permitted Sublicensee”). Any such Permitted Sublicensee ZIOPHARM shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC responsible for, and shall be responsible for monitoring and enforcingguarantor of, the performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting Affiliate and shall cause such Affiliate to comply with the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this AgreementAgreement in connection with such performance (as though such Affiliate were ZIOPHARM), includingincluding any payment obligations owed to Intrexon hereunder. None of the enforcement rights under the Intrexon Patents that are granted to ZIOPHARM pursuant to Section 6.3 shall be transferred to, without limitationor exercised by, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMCa sublicensee except with Intrexon’s prior written consent, which consent shall not may be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, withheld in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMCIntrexon’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementsole discretion.

Sublicensing. Subject to the applicable rights of and obligations due to Caltech and HHMI and contained in this Agreement, Licensee has the right hereunder to grant sublicenses to third parties, and such third parties shall have the right to grant further sublicenses or to assign any or all other third parties, provided that the sublicenses may be of no greater scope than the licenses under Section 2.1, subject to the rights reserved under Sections 2.2 and 2.3. The term “Sublicensees” refers to third parties granted hereunder only rights hereunder, whether by Licensee or by its sublicensees. Licensee shall include all its and relevant Sublicensee’s sublicensing income in Licensee’s reports to an entity which has been approved Caltech, as provided in writing by CSMC (eachSection 5.11, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable shall pay royalties thereon pursuant to CSMC forSection 5.4. Licensee shall not receive, and shall be responsible for monitoring and enforcingor agree to receive, performance anything of all value in lieu of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required cash or equity from a third party under a sublicense granted pursuant to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, includingSection 2.4, without limitation, those pertaining to the use of CSMCCaltech’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s express prior written consent, permission which consent shall not be unreasonably withheld, delayed or conditioned. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than furnish Caltech 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 and any Sublicensee shall survive termination of the license rights granted herein (both exclusive and nonexclusive) or of this Agreement, provided that the following execution conditions are met as of the date of such termination: (a) the written agreement between Licensee and its direct Sublicensee pursuant to which the sublicense was granted (i) obligates such Sublicensee to thereafter render to Caltech all sublicense royalties or receipt thereofother sublicense-related consideration that such Sublicensee would have owed to Licensee under the sublicense, (ii) names Caltech and HHMI as applicable. third party beneficiaries solely for the purposes of enforcing its rights relating to a bankruptcy event affecting Licensee, and (iii) affirms that Licensee shall also keep CSMC reasonably informed remain responsible for all obligations to such Sublicensee (other than those requiring Licensee to hold a license under the Exclusively Licensed Patent Rights or Technology), unless Caltech (at its discretion) elects to assume such obligations; and (b) Licensee informs such Sublicensee in writing (with respect a copy to Caltech) that such Sublicensee’s obligations pursuant to (a) are in effect as a result of the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementtermination.

Sublicensing. In the event that Licensee intends to provide access to the Equipment to a customer or sublicensee, or installs Equipment owned by a customer or sublicensee, through lease, sublicense, or similar agreement, and notwithstanding the terms of any such leases, sublicenses, or agreements, Licensee shall have remain fully liable under this Agreement and shall not be released from performing all terms, covenants, or conditions of this Agreement with respect to any leases, sublicenses, or similar agreements. Licensee shall require in any agreements with a customer or sublicensee that its customer or sublicensee agree to be subject to all terms, conditions, and obligations of this Agreement as they may relate to the right to grant sublicenses customer’s or to assign sublicensee’s use of the Equipment and that the customer or sublicensee shall further comply with all Applicable Laws. Notwithstanding any terms of any lease, sublicense, or agreement, Licensee (including its contractors and agents) will be the responsible party for all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (eachoperation, “Permitted Sublicensee”). Any such Permitted Sublicensee repair, and maintenance of all Equipment licensed under this Agreement, and Licensee shall be subject in all respects solely responsible to the provisions contained in Licensor for compliance with this Agreement and all applicable laws and permits. Licensee will remain primarily liable agrees that it shall provide to CSMC for, Licensor at Licensor’s request any contractual agreements between Licensee and shall be responsible for monitoring and enforcing, performance of all of any customer or sublicensee related to Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality installation of the foregoing, as an express condition Equipment under this License for or on behalf of any such sublicensecustomer or sublicensee, as well as contact information for any such Permitted Sublicensee shall be required customer or sublicensee that holds title to agree in writing any Equipment subject to be bound by commercially reasonable reporting this Agreement. Licensee hereby acknowledges and record keepingunderstates that, indemnification and inspection provisionsif necessary, and Licensor may take all necessary actions with respect to the applicable provisions Equipment to enforce the terms of this Agreement, including, without limitation, those pertaining even if legal title for such Equipment or WCF is not vested with Licensee. Notwithstanding any provisions of paragraph 12 to the use of CSMC’s name and markscontrary, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of defend, indemnify, and hold harmless Licensor against any and all fully executed sublicense agreements, claims by its sublicensee or customer for any subsequent amendments, and all copies damages to Equipment owned by sublicensee or customers of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect that may arise out of Licensor’s actions to enforce the progress terms of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee Go shall have the right to grant sublicenses or to assign any or all of under the license rights granted hereunder only to under Section 2.1, provided such sublicensee is approved by 800 and Piestro (each an entity which has been approved in writing by CSMC (each, “Permitted Approved Sublicensee”), which approval will not be unreasonably withheld, conditioned or delayed. For each proposed sublicensee, Go shall submit to 800 and Piestro for approval the (i) identity of the sublicensee and information about its principals and management team; (ii) the reason for the sublicense; (iii) the applicable licensee fees or royalty rates, if any, (iv) other terms and conditions of the sublicense and (v) any other information reasonably requested by 800 or Piestro to evaluate such proposed sublicensee. 800 and Piestro shall have five (5) business days from the date each receives all requested information to object to the proposed sublicensee. If 800 or Piestro do not respond within such five (5) business day period, then the non-responding party shall be deemed to have approved of such proposed sublicensee. Any objection by 800 or Piestro must be in writing and reasonably detailed. Go may resubmit the request for approval of any sublicensee and 800 and/or Piestro, as applicable shall have an additional five (5) business days from the date of such Permitted resubmission to object. Once a sublicensee is approved or deemed approved under this Section 2.4, such Approved Sublicensee shall be covered by the license granted to Go pursuant to Section 2.1. The approval of sublicenses shall not be unreasonably denied, conditioned or delayed, provided that all sublicenses shall be subject in all respects to the provisions contained in terms and conditions of this Agreement and Licensee the sublicense agreements provide that: (a) no sublicense may exceed the scope of rights granted to Go under this Agreement; (b) in the event of expiration or termination of this Agreement, all sublicense rights will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality terminate automatically effective as of the foregoing, as an express condition expiration or termination date of any such sublicensethis Agreement (provided, any such Permitted Approved Sublicensee will be afforded the the post-termination rights of Go set forth in Section 14(d)(ii) of the Sales Representative Agreement); (c) Go shall be required require all sublicensees to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions terms and conditions of this Agreement, including, without limitation, those pertaining ; and (d) the sublicense agreements shall provide that 800 and Piestro are third party beneficiaries with enforcement rights of such sublicense with respect to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementrespective Licensed Marks.

Sublicensing. Licensee shall have TOO may (itself or through its licensed Subsidiaries) sublicense the right Licensed Marks to grant sublicenses or its Affiliates and other Persons providing services to assign any or all TOO in connection with the TOO Business for use exclusively in (a) support of the rights TOO Business or (b) performing services on behalf of TOO or its licensed Subsidiaries that pertain to operation of the TOO Business. TOO may not enter into any other sublicensing arrangement without the prior written consent of Teekay, which consent may be granted hereunder only or withheld in Teekay’s sole discretion and may be conditioned on and subject to additional terms and conditions established by Teekay. All sublicense agreements shall be in conformance with the requirements of this Agreement provided that TOO shall not be required to enter into written sublicenses with its Subsidiaries (or cause its Subsidiaries to enter into written sublicenses), and TOO will be liable for any misuse of the Licensed Marks by any sublicensee as if such misuse was committed by TOO itself. TOO will provide Teekay an entity annual report of any active sublicenses (other than sublicenses with TOO’s Subsidiaries) and the use for which has been approved each such sublicensee will use the Licensed Marks. 2.4 Style Guidelines. TOO shall use the Licensed Marks in writing accordance with the “Teekay Style Guidelines,” the current version of which is attached hereto as Schedule B (as may be modified by CSMC (eachPage 3 136180672.12 Teekay from time to time, the “Permitted SublicenseeStyle Guidelines”). Any From time to time and without TOO’s approval, Teekay may modify certain elements of the Licensed Marks or the Style Guidelines. Accordingly, Teekay does not represent and warrant that the Licensed Marks or any of their elements will be maintained or used in any particular fashion. In the event that Teekay makes modifications to the Licensed Marks or the Style Guidelines, TOO will be subject to any such Permitted Sublicensee modifications effective upon reasonable written notification from Teekay; provided, however, that TOO shall be subject allowed a reasonable transition period to make such modifications to affected Vessels, to materials used in all respects connection with the TOO Business bearing pre-modified Licensed Marks and with respect to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality other uses of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee Licensed Marks permitted hereunder. In no event shall TOO or its Subsidiaries or their respective sublicensees be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining comply with style guidelines or other restrictions with respect to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential InformationLicensed Marks that do not generally apply to other entities using the Licensed Marks. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.2.5

Sublicensing. Licensee shall have Quick-Med hereby grants to Avery during the Term the right to grant sublicenses of the rxxxxx granted to Avery to one or more Affiliates or to assign any or all of third parties solely fox xxx right to develop, manufacture and sell the rights granted hereunder only to an entity which has been approved Licensed Products for the purposes set forth in writing by CSMC (each, “Permitted Sublicensee”)this Agreement. Any Each such Permitted Sublicensee sublicense shall be subject in all respects to the provisions contained in this Agreement written agreement and Licensee will remain primarily liable to CSMC for, and Avery shall be responsible for monitoring and enforcing, performance provide Quick-Med with written notice of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than subxxxxxse within thirty (30) days following its execution confirming that such sublicense agreement is consistent with the terms of this Agreement and incorporates such terms as required to provide Quick-Med with the same protection and rights provided hereunder. Avery agrees to use its commercially reasonable efforts to enxxxxx compliance by the sublicensee under each such sublicense agreement. In the event that Avery grants a sublicense to an Affiliate or receipt thereofa third party fox xxxch Avery receives only royalty payments for allowing the sale of Xxxxnsed Products (“Royalty Only Payments”), as applicableAvery and Quick-Med will negotiate an amendment to this Agreexxxx in good faith to provide for a commercially reasonable, and mutually agreed upon, royalty to Quick-Med for such sublicense in lieu of incorporating such Royalty Only Payments into Net Sales for purposes of calculating the amount of Quick-Med’s royalty under Section 7.2. Licensee shall also keep CSMC reasonably informed with respect Notwithstanding the foregoing, if Avery and Quick-Med agree to a new royalty for a sublicense ox xxx kind described in the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and markspreceding sentence, the indemnification Parties acknowledge and agree that: (a) such new royalty amount will be used in calculating whether the Minimum Royalty Amount has been achieved and (b) the amount of CSMC the Royalty Only Payments received by Avery from such sublicense will be included in Net Sales for xxxxxses of determining what level of Annual Net Sales has been achieved in the royalties chart in Section 2 of Exhibit C for calculating Quick-Med’s royalty under Section 7.2. Quick-Med agrees that any information provided by Avery regarding such sublicense(s), including the identity of xxx sublicensee, the fact that a business relationship exists and the use of CSMC’s all disclosed terms and conditions is Avery Confidential Information and Quick-Med shall treat such Xxxxidential Information in accordance with Section 15 hereof. Upon termination of this Agreement, any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses granted hereunder shall reduce in immediately cease and terminate without any manner any of its obligations set forth in this Agreementadditional action by Quick-Med. ***** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Sublicensing. The licenses granted to Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee Section 2.1(a) shall be subject in all respects sublicenseable solely (i) to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting Affiliates freely; and (ii) to Third Parties in the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMCTerritory with Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any sublicense that Licensee grants hereunder shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendmentsbe consistent with, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and markssubject to, the indemnification terms and conditions of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none shall be responsible for all of its permitted sublicenses hereunder sublicensees’ activities and any and all failures by its sublicensees to comply with the applicable terms of this Agreement. In no event shall reduce in Licensee’s granting of any manner sublicense relieve Licensee of any of its obligations set forth in under this Agreement. Licensee shall provide Company with a true and complete copy of each proposed sublicense agreement with a sublicensee and each proposed amendment thereto prior to execution to permit Company to review such sublicense agreement and/or amendment and to exercise its consent right, and upon execution shall provide a fully executed copy. In each sublicense that Licensee or its sublicensee grants hereunder, Licensee shall, and shall cause its sublicensee to, require that, upon a termination of such sublicense, the sublicensee must assign to Licensee, and provide to Licensee full copies of, all Regulatory Approvals and Regulatory Materials that relate to Licensed Products and are owned or controlled by such sublicensee (such that Licensee shall be able to, pursuant to Section 14.6(b), assign to Company), and provide Company with full copies of, all such Regulatory Approvals and Regulatory Materials upon termination of this Agreement. In addition, Licensee shall ensure that any sublicense that Licensee grants hereunder explicitly states that such sublicense shall immediately terminate upon termination of this Agreement.

Sublicensing. If the license grant under Section 2.1 is exclusive, Licensee shall have has the right to grant sublicenses or to assign any or all Sublicense Agreements under the Licensed Patent Rights consistent with the terms of the Agreement, subject to the following: Each Sublicensee, including an Affiliate extended rights granted hereunder only pursuant to an entity which has been approved Section 2.2, must agree in writing to be bound, for the benefit of Licensor, by CSMC the terms and conditions of the following Sections of these Terms and Conditions: 2.1(b), 2.3, 2.4, 3.4 (eachto the extent applicable to the Sublicensee or sub-sublicensee), “Permitted Sublicensee”4, 5, 6, 7.5, 8, 9, 10, 12, 13, 14, 16, 17, and 18 (for notice to Licensor). Any To the extent that Licensee permits a Sublicensee to grant further sub-tier sub-sublicense agreements, then each such Permitted Sublicensee sub-sublicensee shall be subject considered a “Sublicensee” under the Agreement and must also agree in all respects writing to be bound, for the benefit of Licensor, by the above-referenced Sections. Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and conditions required by Section 2.3(a), and is entitled to enforce the same. Survival or not of Sublicensee rights in the event of termination of the Agreement shall be governed by Section 7.5(b) below. Licensee shall (and to the provisions contained extent a Sublicensee is authorized by Licensor to grant further sublicenses, such Sublicensee shall) deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement, including an English translation if the Sublicense Agreement is not written in this English. All such copies shall be considered Confidential Information of Licensee under the Agreement. Licensor’s receipt of such Sublicense Agreement and will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to CSMC forLicensor for all of the Licensee’s duties and obligations contained in the Agreement, and shall any act or omission of a Sublicensee that would be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality a breach of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall Agreement if performed by Licensee will be required to agree in writing deemed to be bound a breach by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and Licensee of the applicable Agreement unless Licensee complies with the remaining provisions of this Agreementparagraph. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the terms and conditions of the Agreement if such acts were performed by Licensee (a “Sublicensee Breach”). In the event of a Sublicensee Breach, includingand if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 90 days for a non-payment breach), without limitationsuch Sublicensee fails to cure such Sublicensee Breach, those pertaining to then the use of CSMC’s name and marks, indemnification of CSMC and Licensee will terminate the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall Sublicense Agreement within 30 days thereafter unless Licensor agrees in writing that such Sublicense Agreement need not be unreasonably withheldterminated. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.Diligent Commercialization

Sublicensing. Licensee During the applicable License Period, WWE may sublicense the rights licensed pursuant to Sections 4(a) - (d) above; provided that, (a) WWE shall have make all sublicensees aware of the right relevant terms and conditions of this Agreement and agree to grant sublicenses comply with and be bound by such terms, (b) WWE shall ensure that all sublicensees comply in all respects with, and guarantees the compliance of any such sublicensee with, the relevant terms and conditions of this Agreement, (c) any further sublicensing, or to assign any assignment, transfer, exchange, pledge, hypothecation, or all other disposition, or encumbrance, whether direct or indirect, in whole or in part, by operation of law or otherwise, of any of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any any sublicensee under any such Permitted Sublicensee sublicense shall be subject expressly prohibited under the terms of such sublicense, (d) WWE shall be fully liable in all respects to respects, Lender, Talent and any third party or parties, for such sublicensees’ compliance or non-compliance with the provisions contained in relevant terms and conditions of this Agreement and Licensee will remain primarily liable to CSMC for, and (e) WWE shall be responsible for monitoring and enforcing, performance cure any breach of all of Licensee’s obligations hereunder this Agreement by any of WWE’s sublicensees and, if any breach is not promptly cured, WWE shall take all steps necessary to promptly cure such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreementbreach, including, without limitation, those pertaining terminating such sublicense’s rights to use the Talent’s Name and Likeness and the Talent Intellectual Property. Notwithstanding anything to the use contrary herein, WWE acknowledges and agrees that it will not enter into any sublicense of CSMCTalent’s name Name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing Likeness or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed Talent Intellectual Property with respect to Licensed Products with a term that terminates following the progress expiration of the License Period and Sell Off Period (provided that such sublicense may not have a sell off period that extends beyond the expiration of the Sell Off Period hereunder, unless otherwise pre-approved in writing by DJIP) 3 applicable to such Talent’s Name and Likeness or Talent Intellectual Property, without the prior written approval of DJIP (any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereofsuch approved sublicense, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreementan “Approved Long Term License”).

Sublicensing. Licensee shall have the right to grant giant sublicenses or to assign any or all of the rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or bio-diagnostic company which is generally recognized in such industries and which, at the time of the sublicense, is in good standing and has a market capitalization of over $100,000,000; and (c) an entity which has been approved in writing by CSMC (eachon behalf Licensors); provided, that such approval shall not be unreasonably withheld; provided, further, that the Licensee shall request consent from CSMC by submitting a written request to CSMC’s Technology Transfer Office by electronic mail at CXXxxxXxxxxxxx@xxxx.xxx, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be referred to as a “Permitted Sublicensee”). In the event CSMC denies a requested sublicense, Licensee shall have the right to petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible to the best of Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name the Licensors’ names and marks, indemnification of CSMC Licensors and the use of CSMC’s Licensors’ Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consentconsent (on behalf of licensors), which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC (on behalf of Licensors) a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC (on behalf of Licensors) reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, . Licensee shall provide copies of all audit reports to CSMC (on behalf of Licensors) on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all sublicenses, through multiple tiers of the sublicensees, under its rights granted hereunder only to an entity which has been approved in writing by CSMC Patent Rights and Technical Information in accordance with this Section 2.2 (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the applicable provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for exercising commercially reasonable efforts in monitoring and enforcing, performance of all of Licensee’s applicable obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheldsubject to the foregoing requirements. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect , provided that any of the foregoing may be redacted to the progress protect any technical or proprietary information of any relations entered into Permitted Sublicensee that is not necessary to ensure compliance with any Permitted Sublicenseesthis Agreement. If Licensee shall conduct one or more royalty or payments audits concerning Products in the Territory of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the such covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or bio-diagnostic company which is generally recognized in such industries and which, at the time of the sublicense, is in good standing and has a market capitalization of over $100,000,000; and (c) an entity which has been approved in writing by CSMC; provided, that such approval shall not be unreasonably withheld; provided, further, that the Licensee shall request consent from CSMC by submitting a written request to CSMC’s Technology Transfer Office by electronic mail at CXXxxxXxxxxxxx@xxxx.xxx, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (each, 30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be referred to as a “Permitted Sublicensee”). In the event CSMC denies a requested sublicense. Licensee shall have the right to petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible to the best of Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, . Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Sublicensing. Licensee Sage shall have the right to grant grant, and authorize the granting of, sublicenses to any Third Party or to assign any or all Affiliate of Sage (collectively “Sublicensees”) under the licenses granted to Sage pursuant to Section 2.1(a); provided that Sage warrants and shall procure, as a condition precedent thereto, that each such Sublicensee shall first be advised of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be subject in all respects to the provisions contained restrictions set forth in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress transfer of any relations entered the rights sublicensed to such Sublicensee and such Sublicensee shall enter into an agreement (in a form reasonably satisfactory to CyDex, with any Permitted Sublicensees. If Licensee CyDex named as an intended third party beneficiary) with Sage, or with a higher Sublicensee, pursuant to which such new Sublicensee shall conduct one or more audits of its Permitted Sublicensees hereunder during acknowledge and agree to observe and be bound by the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants applicable restrictions set forth in this Agreement, and Sage shall reasonably promptly deliver to CyDex a true and complete copy of the portions of such agreement which bear on CyDex’s rights (together with a certification from a Sage officer that such provided portions are the only portions of such agreement which bear on CyDex’s rights). Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth Other than as specifically provided in this AgreementSection 2.3 and Section 2.4, Sage shall not have the right to grant, or authorize the granting of, sublicenses to any third party under the licenses granted pursuant to Section 2.1. Sage shall ensure that all Sublicensees will comply with the applicable terms and conditions of this Agreement and shall remain fully responsible for the 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. compliance by such Sublicensees with the applicable terms and conditions of this Agreement as if such Sublicensees were Sage hereunder. For clarity, Sage may sublicense its rights, and supply Captisol or any Licensed Product, to researchers and research institutions for research or development of any Compound-based Licensed Product, including for any investigator-initiated study of any Compound-based Licensed Product.