Common use of Licensed Intellectual Property Clause in Contracts

Licensed Intellectual Property. (a) The Intellectual Property identified on (i) Attachment III – Part A hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “US Licensed Intellectual Property”), (ii) Attachment III – Part B hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “UK Licensed Intellectual Property”) and (iii) Attachment III – Part C hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “Other International Licensed Intellectual Property”), collectively, constitutes the “Licensed Intellectual Property” within the meaning of the Separation Agreement (and is referred to in this Agreement as the “Licensed Intellectual Property”). (b) Subject to the terms and conditions of this Agreement, Parent, on behalf of itself and its Affiliates, hereby grants to Abacus Technology effective as of immediately prior to the Distribution Effective Time, an irrevocable (subject to Section 2.03(h)), worldwide, perpetual, fully paid up, royalty-free, nontransferable (except as provided in Section 5.04), nonexclusive (subject to Section 2.03(e)) license, with the right to grant sublicenses only as set forth in Section 2.03(g), in and to the US Licensed Intellectual Property to Use (subject to Section 2.03(f)) such US Licensed Intellectual Property for any purpose in connection with the Spinco Business, including the businesses and operations of Abacus Technology and the Spinco Companies sublicensed pursuant to Section 2.03(g) relating to the Spinco Business; provided that the foregoing license does not include a license to or any other rights to use, and such license is subject in all cases to any rights of third parties in, any third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property. Subject to Section 2.03 of the Separation Agreement and solely to the extent not otherwise addressed by such Section of the Separation Agreement, Abacus Technology shall be responsible for obtaining, at Abacus Technology’s sole cost and expense, any license rights necessary to use any such third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property; provided that if requested by Abacus Technology in writing to Parent, Parent agrees to cooperate and provide reasonable assistance to Abacus Technology in Abacus Technology’s efforts to obtain any applicable license rights from such third parties. Subject to Section 2.03(e), Section 2.03(f), Section 2.03(g) and Section 2.03(j), the foregoing

Licensed Intellectual Property. (a) The Intellectual Property identified on (i) Attachment III – Part A hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “US Licensed Intellectual Property”), (ii) Attachment III – Part B hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “UK Licensed Intellectual Property”) and (iii) Attachment III – Part C hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “Other International Licensed Intellectual Property”), collectively, constitutes the “Licensed Intellectual Property” within the meaning of the Separation Agreement (and is referred to in this Agreement as the “Licensed Intellectual Property”). (b) Subject to the terms and conditions of this Agreement, Parentincluding but not limited to payment of the amounts set forth in Section 4.1 below, on behalf of itself and its Affiliates, CyDex hereby grants to Abacus Technology effective as of immediately prior to the Distribution Effective Time, Company an irrevocable (subject to Section 2.03(h)), worldwide, perpetual, fully paid up, royalty-freeexclusive, nontransferable (except as provided with respect to the assignment provision in Section 5.0414.15) limited license during the Term under the Licensed Intellectual Property, solely to make, have made (pursuant to Section 2.4), nonexclusive develop, use, sell, offer for sale, import and export, or otherwise commercialize Licensed Products in the Territory in and for the Field. (subject to Section 2.03(e)) No license, with exclusive or nonexclusive, is granted hereunder under the right Licensed Patents, except to so make, have made, use, sell, offer for sale and import the Licensed Products in the Territory in and for the Field.) Notwithstanding the foregoing, to the extent that any Licensed Intellectual Property is licensed to CyDex or its Affiliates by a Third Party on a non-exclusive basis, the license granted to Company in the foregoing sentence shall be non-exclusive. For clarity, as CyDex is unable to grant Company any rights that it does not have, in the event that CyDex obtains a non-exclusive license from a Third Party (including without limitation being potentially non-exclusive as a result of rights inhering in the United States Government under Chapter 18, Title 35 of the United States Code and regulations thereunder (or otherwise) by virtue of the fact that the licensed invention was funded by the United States Government), then CyDex shall pass on such rights to Company hereunder via a license that grants rights that are to such extent non-exclusive. It is understood that all references in this Agreement to “licenses” from CyDex to Company (and other forms of the word “license”) include sublicenses only from CyDex (as sublicensor) to Company (as sublicensee). Company may not make, use, sell, offer for sale, or import the Licensed Products for any other purposes than those granted to it in this Agreement. Company may not sublicense the Licensed Intellectual Property, except as expressly set forth in Section 2.03(g), in Sections 2.3 and to the US Licensed Intellectual Property to Use (subject to Section 2.03(f)) such US Licensed Intellectual Property for any purpose in connection with the Spinco Business, including the businesses and operations of Abacus Technology and the Spinco Companies sublicensed pursuant to Section 2.03(g) relating to the Spinco Business; provided that the foregoing license does not include a license to or any other rights to use, and such license is subject in all cases to any rights of third parties in, any third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property. Subject to Section 2.03 of the Separation Agreement and solely to the extent not otherwise addressed by such Section of the Separation Agreement, Abacus Technology shall be responsible for obtaining, at Abacus Technology’s sole cost and expense, any license rights necessary to use any such third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property; provided that if requested by Abacus Technology in writing to Parent, Parent agrees to cooperate and provide reasonable assistance to Abacus Technology in Abacus Technology’s efforts to obtain any applicable license rights from such third parties. Subject to Section 2.03(e), Section 2.03(f), Section 2.03(g) and Section 2.03(j), the foregoing2.4 below.

Licensed Intellectual Property. (a) (i) The Intellectual Property identified on (i) Attachment III – Part A hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “US Licensed Intellectual Property”), (ii) Attachment III – Part B hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “UK Licensed Intellectual Property”) and (iii) Attachment III – Part C hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “Other International Licensed Intellectual Property”), collectively, constitutes the “Licensed Intellectual Property” within the meaning of the Separation Agreement (and is referred to in this Agreement as the “Licensed Intellectual Property”). (b) Subject to the terms and conditions of this Agreement, Parent, on behalf of itself and its Affiliates, hereby grants to Abacus Technology effective as of immediately prior to the Distribution Effective Time, an irrevocable (subject to Section 2.03(h)), worldwide, perpetual, fully paid up, royalty-free, nontransferable (except as provided in Section 5.04), nonexclusive (subject to Section 2.03(e)) license, with the right to grant sublicenses only as set forth in Section 2.03(g), in and to the US Licensed Intellectual Property to Use (subject to Section 2.03(f)) such US Licensed Intellectual Property for any purpose in connection with the Spinco Business, including the businesses and operations of Abacus Technology and the Spinco Companies sublicensed pursuant to Section 2.03(g) relating to the Spinco Business; provided that the foregoing license does not include a license to or any other rights to use, and such license is subject in all cases to any rights of third parties in, any third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property. Subject to Section 2.03 of the Separation Agreement and solely to the extent not otherwise addressed by such Section of the Separation Agreement, Abacus Technology shall be responsible for obtaining, at Abacus Technology’s sole cost and expense, any license rights necessary to use any such third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property; provided that if requested by Abacus Technology in writing to Parent, Parent agrees to cooperate and provide reasonable assistance to Abacus Technology in Abacus Technology’s efforts to obtain any applicable license rights from such third parties. Subject to Section 2.03(e), Section 2.03(f), Section 2.03(g) and Section 2.03(j), the foregoingforegoing license includes the right of Abacus Technology, with respect to the US Licensed Intellectual Property, (i) to use, reproduce, distribute, display, make, have made, sell, offer for sale and import any products and services (including those that incorporate or otherwise use any such US Licensed Intellectual Property) for any purpose, (ii) to perform, have performed, sell, and offer for sale any services (including those that incorporate or otherwise use any such US Licensed

Licensed Intellectual Property. To the extent Seller or its Affiliate Controls any Patent Rights or Know-How (a) The as of the Closing Date; or (b) on or after the Closing Date and (A) included in the Transaction IP, (B) Controlled pursuant to a Non-Assignable Contract or Related Agreement, in each case (A) and (B) pursuant to Section 4.3, or (C) constituting Section 2.5(b) IP, that in each case (a) and (b) are necessary to research and develop, make, have made, use, sell, offer for sale, and import Products (including researching, developing, and making Program Molecules for the purpose of exercising such license with respect to Products) in the Field in the Territory and that are not included in Assigned Intellectual Property identified on or licensed under the Assigned Agreements (i) Attachment III – Part A hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “US Licensed Intellectual Property”), (ii) Attachment III – Part B hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in Seller hereby grants Buyer a non-exclusive license under and to the foregoing (the “UK such Licensed Intellectual Property”) , with the right to grant sublicenses through multiple tiers, for the sole purpose of researching, developing, making, have made, using and (iii) Attachment III – Part C heretoimporting Program Molecules and researching and developing, including any and all tangible and intangible materials embodying the samemaking, having made, using, selling, offering for sale, and any and all issuancesimporting Products in the Field in the Territory; provided, registrations or applications for registration or issuance thereof and any and all that Licensed Intellectual Property in and to the foregoing (the “Other International Licensed Intellectual Property”), collectively, constitutes the “Licensed Intellectual Property” within the meaning of the Separation Agreement (and is referred to in this Agreement as the “Licensed Intellectual Property”). (b) Subject to does not include any Patent Rights or Know-How that [***]. Each sublicense shall be consistent with the terms and conditions of this Agreement, Parentincluding requiring each such sublicensee to protect and keep confidential any Confidential Information of the Parties in accordance with Article 7 of this Agreement. For clarity, on behalf of itself and Licensed Intellectual Property, other than Section 2.5(b) IP, does not include Patent Rights or Know-How owned by Seller or its AffiliatesAffiliate that solely relate to either Program Molecule, hereby grants to Abacus Technology effective which is included in Assigned Intellectual Property. Schedule 2.6 sets forth the Licensed Intellectual Property as of immediately prior the Closing Date; such schedule may be updated by the Parties from time to time. Without limiting the Distribution Effective Timeforegoing, an irrevocable (subject with respect to Section 2.03(h)), worldwide, perpetual, fully paid up, royalty-free, nontransferable (except as provided Patent Rights included in Section 5.04)2.5(b) IP, nonexclusive (subject to Section 2.03(e)) license, with Buyer shall have the right to grant sublicenses only as set forth notify Seller that it desires to obtain an exclusive license with respect thereto for the sole purpose of researching, developing, making, have made, using and importing Program Molecules and researching and developing, making, having made, using, selling, offering for sale, and importing Products in Section 2.03(g)the Field in the Territory, in and upon receipt of any such notification the Parties shall negotiate [***] an exclusive license to the US Licensed Intellectual Property extent that Seller has the right and ability to Use (subject to Section 2.03(f)) grant such US Licensed Intellectual Property for any purpose in connection with the Spinco Business, including the businesses and operations of Abacus Technology and the Spinco Companies sublicensed pursuant to Section 2.03(g) relating to the Spinco Businessa license; provided that the foregoing license does not include a license neither Party has an obligation to or any other rights to use, and such license is subject in all cases to any rights of third parties in, any third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property. Subject to Section 2.03 of the Separation Agreement and solely to the extent not otherwise addressed by such Section of the Separation Agreement, Abacus Technology shall be responsible for obtaining, at Abacus Technology’s sole cost and expense, any license rights necessary to use enter into any such third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property; provided that if requested by Abacus Technology in writing to Parent, Parent agrees to cooperate and provide reasonable assistance to Abacus Technology in Abacus Technology’s efforts to obtain any applicable license rights from such third parties. Subject to Section 2.03(e), Section 2.03(f), Section 2.03(g) and Section 2.03(j), the foregoingexclusive license.

Licensed Intellectual Property. To the extent Seller or its Affiliate Controls any Patent Rights or Know-How (a) The as of the Closing Date; or (b) on or after the Closing Date and (A) included in the Transaction IP, (B) Controlled pursuant to a Non-Assignable Contract or Related Agreement, in each case (A) and (B) pursuant to Section 4.3, or (C) constituting Section 2.5(b) IP, that in each case (a) and (b) are necessary to research and develop, make, have made, use, sell, offer for sale, and import Products (including researching, developing, and making Program Molecules for the purpose of exercising such license with respect to Products) in the Field in the Territory and that are not included in Assigned Intellectual Property identified on or licensed under the Assigned Agreements (i) Attachment III – Part A hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “US Licensed Intellectual Property”), (ii) Attachment III – Part B hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in Seller hereby grants Buyer a non-exclusive license under and to the foregoing (the “UK such Licensed Intellectual Property”) , with the right to grant sublicenses through multiple tiers, for the sole purpose of researching, developing, making, having made, using and (iii) Attachment III – Part C heretoimporting Program Molecules and researching and developing, including any and all tangible and intangible materials embodying the samemaking, having made, using, selling, offering for sale, and any and all issuancesimporting Products in the Field in the Territory; provided, registrations or applications for registration or issuance thereof and any and all that Licensed Intellectual Property does not include any Patent Rights or Know-How that relate to a Program Molecule or Product in and to the foregoing combination with a Takeda Compound (the “Other International but for clarity, Licensed Intellectual Property”Property does include the 228+117 Combination Product Know-How), collectively, constitutes the “Licensed Intellectual Property” within the meaning of the Separation Agreement (and is referred to in this Agreement as the “Licensed Intellectual Property”). (b) Subject to . Each sublicense shall be consistent with the terms and conditions of this Agreement, Parentincluding requiring each such sublicensee to protect and keep confidential any Confidential Information of the Parties in accordance with Article 7 of this Agreement. For clarity, on behalf of itself and Licensed Intellectual Property, other than Section 2.5(b) IP, does not include Patent Rights or Know-How owned by Seller or its AffiliatesAffiliate that solely relate to any Program Molecule, hereby grants to Abacus Technology effective as of immediately prior to which is included in Assigned Intellectual Property. Schedule 2.6 sets forth the Distribution Effective Time, an irrevocable (subject to Section 2.03(h)), worldwide, perpetual, fully paid up, royalty-free, nontransferable (except as provided in Section 5.04), nonexclusive (subject to Section 2.03(e)) license, with the right to grant sublicenses only as set forth in Section 2.03(g), in and to the US Licensed Intellectual Property as of the Closing Date; such schedule may be updated by the Parties from time to Use (subject to Section 2.03(f)) such US Licensed Intellectual Property for any purpose in connection with the Spinco Businesstime. For clarity, including the businesses and operations of Abacus Technology and the Spinco Companies sublicensed pursuant to Section 2.03(g) relating to the Spinco Business; provided that extent any Know- How listed in Schedule 2.6 or the foregoing license does not include documents referenced therein relates to a license to compound, molecule, substance, or any product other rights to usethan a Program Molecule, and a Licensed Compound (as defined in the TAK-117 License Agreement), or a 228+117 Combination Product, such license Know-How is subject in all cases to any rights of third parties in, any third party software or other Intellectual Property embedded or included in such US excluded from the Licensed Intellectual Property. Subject Without limiting the foregoing, with respect to Patent Rights included in Section 2.03 2.5(b) IP, Buyer shall have the right to notify Seller that it desires to obtain an exclusive license with respect thereto for the sole purpose of researching, developing, making, have made, using and importing Program Molecules and researching and developing, making, having made, using, selling, offering for sale, and importing Products in the Separation Agreement Field in the Territory, and solely upon receipt of any such notification the Parties shall negotiate in good faith appropriate financial consideration to be provided by Buyer to Seller for such an exclusive license to the extent not otherwise addressed by that Seller has the right and ability to grant such Section of the Separation Agreement, Abacus Technology shall be responsible for obtaining, at Abacus Technology’s sole cost and expense, any license rights necessary a license; provided that neither Party has an obligation to use enter into any such third party software or other Intellectual Property embedded or included in such US exclusive license.” 3.4 Schedule 2.6 (Licensed Intellectual Property; provided that if requested by Abacus Technology ) of the TAK-228 APA is hereby amended and restated in writing to Parent, Parent agrees to cooperate and provide reasonable assistance to Abacus Technology in Abacus Technology’s efforts to obtain any applicable license rights from such third parties. Subject to Section 2.03(e), Section 2.03(f), Section 2.03(g) and Section 2.03(j), the foregoingits entirety as follows:

Licensed Intellectual Property. To the extent Seller or its Affiliate Controls any Patent Rights or Know-How (a) The as of the Closing Date; or (b) on or after the Closing Date and (A) included in the Transaction IP, (B) Controlled pursuant to a Non-Assignable Contract or Related Agreement, in each case (A) and (B) pursuant to Section 4.3, or (C) constituting Section 2.5(b) IP, that in each case (a) and (b) are necessary to research and develop, make, have made, use, sell, offer for sale, and import Products (including researching, developing, and making Program Molecules for the purpose of exercising such license with respect to Products) in the Field in the Territory and that are not included in Assigned Intellectual Property identified on or licensed under the Assigned Agreements (i) Attachment III – Part A hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in and to the foregoing (the “US Licensed Intellectual Property”), (ii) Attachment III – Part B hereto, including any and all tangible and intangible materials embodying the same, and any and all issuances, registrations or applications for registration or issuance thereof and any and all Intellectual Property in Seller hereby grants Buyer a non-exclusive license under and to the foregoing (the “UK such Licensed Intellectual Property”) , with the right to grant sublicenses through multiple tiers, for the sole purpose of researching, developing, making, having made, using and (iii) Attachment III – Part C heretoimporting Program Molecules and researching and developing, including any and all tangible and intangible materials embodying the samemaking, having made, using, selling, offering for sale, and any and all issuancesimporting Products in the Field in the Territory; provided, registrations or applications for registration or issuance thereof and any and all that Licensed Intellectual Property does not include any Patent Rights or Know-How that relate to a Program Molecule or Product in and to the foregoing (the “Other International Licensed Intellectual Property”), collectively, constitutes the “Licensed Intellectual Property” within the meaning of the Separation Agreement (and is referred to in this Agreement as the “Licensed Intellectual Property”). (b) Subject to combination with a Takeda Compound. Each sublicense shall be consistent with the terms and conditions of this Agreement, Parentincluding requiring each such sublicensee to protect and keep confidential any Confidential Information of the Parties in accordance with Article 7 of this Agreement. For clarity, on behalf of itself and Licensed Intellectual Property, other than Section 2.5(b) IP, does not include Patent Rights or Know-How owned by Seller or its AffiliatesAffiliate that solely relate to any Program Molecule, hereby grants to Abacus Technology effective which is included in Assigned Intellectual Property. Schedule 2.6 sets forth the Licensed Intellectual Property as of immediately prior the Closing Date; such schedule may be updated by the Parties from time to time. Without limiting the Distribution Effective Timeforegoing, an irrevocable (subject with respect to Section 2.03(h)), worldwide, perpetual, fully paid up, royalty-free, nontransferable (except as provided Patent Rights included in Section 5.04)2.5(b) IP, nonexclusive (subject to Section 2.03(e)) license, with Buyer shall have the right to grant sublicenses only as set forth notify Seller that it desires to obtain an exclusive license with respect thereto for the sole purpose of researching, developing, making, have made, using and importing Program Molecules and researching and developing, making, having made, using, selling, offering for sale, and importing Products in Section 2.03(g)the Field in the Territory, and upon receipt of any such notification the Parties shall negotiate in and good faith [***] for such an exclusive license to the US Licensed Intellectual Property extent that Seller has the right and ability to Use (subject to Section 2.03(f)) grant such US Licensed Intellectual Property for any purpose in connection with the Spinco Business, including the businesses and operations of Abacus Technology and the Spinco Companies sublicensed pursuant to Section 2.03(g) relating to the Spinco Businessa license; provided that the foregoing license does not include a license neither Party has an obligation to or any other rights to use, and such license is subject in all cases to any rights of third parties in, any third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property. Subject to Section 2.03 of the Separation Agreement and solely to the extent not otherwise addressed by such Section of the Separation Agreement, Abacus Technology shall be responsible for obtaining, at Abacus Technology’s sole cost and expense, any license rights necessary to use enter into any such third party software or other Intellectual Property embedded or included in such US Licensed Intellectual Property; provided that if requested by Abacus Technology in writing to Parent, Parent agrees to cooperate and provide reasonable assistance to Abacus Technology in Abacus Technology’s efforts to obtain any applicable license rights from such third parties. Subject to Section 2.03(e), Section 2.03(f), Section 2.03(g) and Section 2.03(j), the foregoingexclusive license.