Common use of Right to Sublicense Clause in Contracts

Right to Sublicense. LICENSEE will have the right to grant sublicenses under the license granted in Section 2.1 of this Agreement, through multiple tiers, to any Affiliate or third-party. Each sublicense of LICENSEE’s rights shall be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Right to Sublicense. LICENSEE will have The licenses granted in Section 2.1 include the right to grant sublicenses under the license granted in Section 2.1 of (through multiple tiers) to Third Parties (each such Third Party sublicensee, a “Sublicensee”), provided that: (1) each such sublicense shall be subordinate to this Agreement, (2) no such sublicense shall impair EYEFITE (directly or with and through multiple tiersits Sublicensees) to perform its obligations hereunder, to any Affiliate (3) no such sublicense shall limit or third-party. Each sublicense of LICENSEEimpair CANFITE’s rights hereunder, (4) no such sublicense shall be in writinglimit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall be consistent with remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions hereofset forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to develop and commercialize the Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and shall the obligation to keep records and make reports hereunder, (6) the sublicense will require the sublicenseeapproval of CANFITE, which will not be unreasonably withheld, and (7) as far as such sublicense includes also the PHS Patents, also the approval of PHS, as stipulated in granting any further sublicensesthe PHS Agreement. EYEFITE shall provide CANFITE with a true, accurate and complete copy of each sublicense agreement with its Sublicensees promptly after execution. Each sublicense granted to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense Sublicensee by EYEFITE to any third-partyrights licensed to it hereunder shall terminate immediately upon the termination of the license from CANFITE to EYEFITE with respect to such rights as of the effective date of such termination by CANFITE pursuant to Section 11.2(b), provided however, that if a Sublicensee is not in material default of its obligations to EYEFITE under its sublicense agreement, and within sixty (60) days of such termination the Sublicensee agrees in writing to be bound directly to CANFITE under a license agreement substantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting such Sublicensee for EYEFITE, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONshall not so terminate.

Right to Sublicense. LICENSEE will MERCK shall have the right to grant sublicenses to Sublicensees under the license licenses granted in to it under Section 2.1 8.1.1(c) with respect to any Optimized Lead Compounds and Development Candidates (including, for greater certainty, Co-Developed Development Candidates) and Section 8.2 with respect to any Product (including, for greater certainty, Co-Developed Products); provided, that, (a) it shall be a condition of any such sublicense that such Sublicensee agrees to be bound by all terms of this AgreementAgreement applicable to the Development or Commercialization, through multiple tiersas the case may be, of Products in the Field in the Territory (including, without limitation, Article 7); (b) MERCK shall provide written notice to ARCHEMIX of any Affiliate or third-party. Each such proposed sublicense at least [***] days prior to such execution and provide copies to ARCHEMIX of LICENSEE’s rights shall each such sublicense in the form to be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, executed at least [***] business days prior to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE execution; (c) if MERCK grants a sublicense to any third-partya Sublicensee, then LICENSEE shall: (i) include in each MERCK shall be deemed to have guaranteed that such sublicense agreement terms that permit LICENSEE to comply with its Sublicensee will fulfill all of MERCK’s obligations under this Agreement between LICENSOR and LICENSEE, including related applicable to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR the subject matter of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement)sublicense; and (ivd) use commercially reasonable efforts MERCK shall not be relieved of its obligations pursuant to enforce the terms this Agreement as a result of such sublicense. Any sublicenses granted by MERCK under Section 8.1.1(c) and/or Section 8.2 with respect to Co-Developed Development Candidates and Co-Developed Products for which ARCHEMIX has exercised its Co-Development and Co-Promotion Option and has not exercised its Opt-Out Right shall require ARCHEMIX’s consent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that, any such sublicense agreement that relate granted by MERCK with respect to LICENSEEa Co-Developed Product for Commercialization outside of the Co-Development Territory shall not require ARCHEMIX’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONconsent.

Right to Sublicense. LICENSEE will Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus shall have the right to grant sublicenses (individually, a "Sublicense") under the license granted in Section 2.1 License to third parties; provided that such Sublicenses shall comply with the terms of this Agreement, through multiple tiers, to any Affiliate or third-party. Each sublicense Prometheus shall promptly provide Alizyme with a summary of LICENSEE’s rights shall be in writing, shall be consistent with the terms of any such Sublicense agreement, including the name and conditions hereofaddress of the Sublicensee, the rights being sublicensed and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though applicable portion of the Prometheus Territory where such sublicensee were LICENSEEsublicensed rights are granted. If LICENSEE grants a sublicense to Sublicensee breaches any third-party, then LICENSEE shall: (i) include in each such sublicense terms of the Sublicense agreement terms that permit LICENSEE to comply with its obligations which would constitute a material breach under this Agreement between LICENSOR and LICENSEEAgreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of termination if such sublicense or amendment thereto breach is not cured within thirty (30) days after it becomes effective, including the identity and pursuit of the sublicensee and the territory in which any fees or other consideration payable to Prometheus pursuant to such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy Sublicense. Any Sublicense shall not relieve Prometheus of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated its obligations to LICENSEE’s obligations Alizyme under this Agreement); , and (iv) use commercially reasonable efforts Prometheus shall remain fully liable to enforce the terms Alizyme in respect of such sublicense agreement any acts or omissions of any Sublicensee that relate to LICENSEE’s obligations under would constitute a breach of this AgreementAgreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. ___________________ ***** VISTAGEN THERAPEUTICS, INCCertain information on this page has been omitted and filed separately with the Securities and Exchange Commission. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONConfidential treatment has been requested with respect to the omitted portions.

Right to Sublicense. LICENSEE will Lilly shall have the right to grant sublicenses (through multiple tiers) under the license granted in to it under Section 2.1 of this Agreement, through multiple tiers, 2.1.1 to any Affiliate or third-party. Each of its Affiliates, and to any Third Party pursuant to a written agreement, provided, that (i) any such sublicense of LICENSEE’s rights shall be in writing, shall be consistent with and subject to the terms and conditions hereof, of this Agreement; and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY Lilly shall [***] to Sigilon for the performance of its Sublicensee(s) or any Affiliate to which it grants a sublicense with respect to Lilly’s obligations under the terms of this Agreement. In the event that Lilly grants sublicenses to any Third Party and the scope of such rights is broader than enabling such Third Party to perform services, including distribution services, on behalf of Lilly or any Affiliate of Lilly (for example, the right to develop and commercialize Licensed Products in a given country in the Territory), it shall do so pursuant to a written sublicense agreement (each a “Sublicense Agreement”). Lilly shall provide Sigilon a copy of each Sublicense Agreement, for delivery to M.I.T., it being understood that [**]*] information may be redacted from such copy to the extent such information is not necessary to verify compliance hereunder and the terms, BE AFFORDED CONFIDENTIAL TREATMENTconditions and existence of such Sublicense Agreement shall be deemed the Confidential Information of Lilly. VISTAGEN THERAPEUTICSWith respect to any Sublicense Agreement entered into with a Third Party before the date that is [***] years from the Effective Date, INCLilly must obtain Sigilon’s written consent prior to executing such Sublicense Agreement, such consent not to be unreasonably withheld, conditioned or delayed. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONNotwithstanding the foregoing, the Parties acknowledge and agree that a Sublicense Agreement with a contract service provider or a Party obtaining only a license to Develop Licensed Products (and not Commercialize Licensed Products) does not require Sigilon’s consent under the preceding sentence.

Right to Sublicense. LICENSEE will Neurotrope shall have the no right to grant sublicenses under sublicense the license rights granted in Section 2.1 to a Third Party, without the prior written consent of this AgreementBRNI, through multiple tiers, to any Affiliate or third-partywhich shall not be commercially unreasonably withheld. Each sublicense of LICENSEE’s rights Any such permitted sublicense: (i) shall be in writing, shall be consistent with subject to the terms and conditions hereofof this Agreement; (ii) shall expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall require assume all liabilities and responsibilities for, the sublicenseeacts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, in granting and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any further sublicensesprovision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a each sublicense to any third-party, then LICENSEE shallagreement must expressly provide that: (i) include all Intellectual Property developed, conceived of, or created in each connection with such sublicense agreement terms that permit LICENSEE by or on behalf of the sublicensee is licensed to comply BRNI and its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with its obligations under this Agreement between LICENSOR and LICENSEE, including related the right to reporting sales of Licensed Product to LICENSORfreely sublicense such Intellectual Property; (ii) notify LICENSOR the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR agreement. Neurotrope shall promptly supply BRNI with a copy of such each sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of for BRNI’s review prior to such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONbeing executed.

Right to Sublicense. LICENSEE will Neurotrope shall have the no right to grant sublicenses under sublicense the license rights granted in Section 2.1 to a Third Party, without the prior written consent of this Agreement, through multiple tiers, to any Affiliate or third-partyBRNI. Each sublicense of LICENSEE’s rights Any such permitted sublicense: (i) shall be in writing, shall be consistent with subject to the terms and conditions hereofof this Agreement; (ii) shall expressly exclude the right to sublicense; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall require assume all liabilities and responsibilities for, the sublicenseeacts or omissions of its sublicensees and shall not grant any rights that are inconsistent with the rights granted to, in granting and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any further sublicensesprovision which would cause such sublicense agreement to extend beyond the Term of this Agreement. Without limiting any other provision of this Section 2.2, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a each sublicense to any third-party, then LICENSEE shallagreement must expressly provide that: (i) include all Intellectual Property developed, conceived of, or created in each connection with, such sublicense agreement terms that permit LICENSEE shall be assigned to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSORBRNI; (ii) notify LICENSOR the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to all Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR agreement. Neurotrope shall promptly supply BRNI with a copy of such each sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of for BRNI’s review prior to such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONbeing executed.

Right to Sublicense. LICENSEE will Subject to the terms and conditions of this Agreement, effective on and after the License Effective Date, Novartis shall have the right to grant sublicenses under the license licenses granted to it in Section 2.1 of this Agreement, through multiple tiers: (a) to its Affiliates, provided that such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Novartis; (b) subject to this Section 9.3.3, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of performing Novartis’s obligations hereunder with respect to the Development, Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Compound and the Licensed Products in the Field in the Novartis Territory; and (c) to any Affiliate other Third Party with respect to the Development, Manufacture and/or Commercialization of, or third-partythe conduct of Medical Affairs Activities with respect to, the Licensed Products in the Field and in the Novartis Territory. Each The terms of each such sublicense of LICENSEE’s rights shall not be in writing, shall be consistent inconsistent with the terms and conditions hereofof this Agreement, and Novartis shall require the sublicensee, in granting any further sublicenses, to ensure that its sublicensees comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEEthe terms and conditions of this Agreement applicable to the Sublicensee. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with Novartis will remain directly responsible for all of its obligations under this Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensees. In the event of any material breach by any such sublicensee of any agreement entered into by Novartis pursuant to Section 9.3.3(b) or (c) that would be a material breach of this Agreement between LICENSOR and LICENSEEby Novartis, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of Novartis shall promptly terminate such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of with such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ sublicensee if such breach is not cured within […***** VISTAGEN THERAPEUTICS…] of Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to a Third Party pursuant to which it permits such Sublicensee to control all material decisions regarding Development or Commercialization of the Licensed Products in a particular country or countries in the Novartis Territory, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONNovartis shall notify the JSC of such Sublicense and the general scope thereof.

Right to Sublicense. LICENSEE will Licensee shall have the right to grant sublicenses under the license granted in Section 2.1 of this Agreement, through multiple tiers, to any Affiliate of its rights under Section 2.1; provided, however, that Licensee shall not sublicense any such rights to any entity which is not a recognized biopharmaceutical, pharmaceutical or thirdbio-party. Each sublicense diagnostic company which is either (a) listed on Schedule C hereto, as amended from time to time by mutual agreement of LICENSEE’s rights the parties, or (b) generally recognized in such industries and has a level of science, management and investors of the quality as shall be in writingacceptable to CSMC (each, an "Acceptable Sublicensee") on the basis of CSMC's prior written consent (which consent shall not be consistent with unreasonably withheld, delayed or conditioned). In order to preserve and protect the terms value of the Patent Rights and conditions hereofTechnical Information, and Licensee shall require obtain the sublicensee, in prior written consent of CSMC prior to entering into or granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: party who is not an Acceptable Sublicensee under subclause (ia) include in each such sublicense agreement terms above. Licensee also shall keep CSMC reasonably informed with respect to the progress of any relations entered into with any Acceptable Sublicensees (or any other party for whom CSMC has given its prior written consent) and shall give due consideration to any comments or concerns that permit LICENSEE CSMC has with respect to comply with its obligations under this Agreement between LICENSOR same. Any and LICENSEE, including related all sublicenses shall be subject to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of this Agreement. Licensee shall promptly notify CSMC of all sublicenses and shall require all sublicensees to perform in accordance with the terms of this Agreement (including, but not limited to, the royalty reporting and record keeping provisions, the indemnification and inspection provisions, and the provisions pertaining to the use of CSMC's names and marks and Confidential Information). Licensee will be responsible for enforcing each sublicensee's obligations under its sublicense and, in particular, royalty payment obligations due on such sublicense agreement sublicensee's sales of Products. If Licensee shall conduct one or more audits of its sublicensees hereunder during the term hereof, Licensee shall provide to CSMC, on a timely basis, copies of all audit reports; provided, however, that relate Licensee shall have the right to LICENSEE’s obligations redact from such audit reports any and all information which is not related to the Patent Rights and Technical Information or the license granted to Licensee under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICSThe covenants pertaining to the use of CSMC's name and marks, INCthe indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense 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. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONLicensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Right to Sublicense. LICENSEE will have Subject to the right to grant sublicenses under the license granted in Section 2.1 terms and conditions of this Agreement, through multiple tiersBausch Health may grant sublicenses of the licenses granted to it under Section 2.1 (a) to its Affiliates, provided that such sublicense automatically terminates if such Sublicensee ceases to be an Affiliate of Bausch Health, and (b) to a Third Party solely with the prior written consent of Clearside, such consent not to be unreasonably withheld, conditioned, or delayed. Bausch Health shall ensure that any Affiliate or third-party. Each such permitted sublicense of LICENSEE’s rights shall be in writing, shall be is consistent with the terms and conditions hereofof this Agreement, including that (i) each Sublicensee shall comply with Applicable Law, (ii) each Sublicensee shall protect and keep confidential any Confidential Information of Clearside in accordance with Article 9; (iii) each Sublicensee shall comply with Invention assignment obligations under Section 12.1, and (iv) the applicable sublicense will automatically terminate if the Sublicensee challenges, directly or indirectly, the validity, enforceability, or scope of any claim with the Licensed Patents in a court or other governmental agency of competent jurisdiction, including in a reexamination or opposition proceeding. Within [***] after execution, Bausch Health shall require the sublicensee, in provide Clearside with a full and complete copy of each agreement granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to a Third Party; provided that Bausch Health may redact any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms confidential or sensitive information contained therein that permit LICENSEE is not necessary to comply confirm compliance with this Agreement. Bausch Health shall remain directly responsible for all of its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights that have been sublicensed; (iii) at LICENSOR’s requestdelegated or sublicensed to any permitted Sublicensee, provide LICENSOR and any such Sublicensee conduct that would have constituted a copy breach of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions this Agreement shall be deemed a breach of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONAgreement as if it had been engaged in by Bausch Health.

Right to Sublicense. LICENSEE will have the right to grant sublicenses under the license granted in Section 2.1 of this Agreement, through multiple tiers, to any Affiliate or third-party. Each sublicense of LICENSEE’s rights shall be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement.

Right to Sublicense. LICENSEE will have OnCore may sublicense the right rights granted to grant sublicenses it under the license granted in Section 2.1 to one or more of this Agreement, through multiple tiers, its Affiliates or Third Parties at any time. OnCore shall use Commercially Reasonable Efforts to ensure that any Affiliate or third-party. Each sublicense of LICENSEE’s rights shall be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, such Third Party to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE which it grants a sublicense is financially sound and able to meet the obligations of any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with agreement. OnCore shall remain responsible for the performance of its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effectiveAgreement, including the identity performance of its sublicensees, particularly with respect to all payments due hereunder, whether or not such payments are made by the sublicensee sublicensing Party, its Affiliates or its sublicensees. OnCore shall provide reasonable advance notice of any such sublicense to NeuroVive and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s shall, upon request, provide LICENSOR a copy NeuroVive the opportunity to review the sublicense agreement. All such notices of sublicenses shall be deemed to be Confidential Information of the OnCore subject to the provisions of ARTICLE 9 whether or not so marked, and NeuroVive shall not disclose such Confidential Information to any Third Party or use such Confidential Information for any purpose other than for the purposes of Section 2.2.3, except (a) to the extent required under applicable securities and other laws, and (b) to attorneys, accountants and other advisors, and to existing and prospective investors, lenders, licensees or collaborators, subject to commercially reasonable precautions to protect the confidentiality of the information. Notwithstanding the foregoing, in the event that any such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated would convey substantially all rights granted to LICENSEE’s obligations OnCore under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of , such sublicense agreement that relate shall not be effective without the prior written consent of NeuroVive, such consent not to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONbe unreasonably withheld or delayed.

Right to Sublicense. LICENSEE will have XYNOMIC is entitled to sublicense its rights under Section 2.2, to any of its Affiliates, provided that it shall inform BII of such sublicense. Any sublicense to a Third Party by XYNOMIC of its rights with respect to US or China under Section 2.2 requires the right prior written consent of BII, which consent shall not be unreasonably withheld, conditioned or delayed. Any sublicense is subject to grant sublicenses under the license granted sublicense agreement containing terms and conditions that are not inconsistent with those contained in Section 2.1 of this Agreement, through multiple tiersand shall include, to any Affiliate or thirdinter alia, provisions regarding confidentiality, indemnification, audit, record-party. Each sublicense keeping, termination and consequences of LICENSEEtermination for BII’s rights shall be in writing, shall be protection that are consistent with the corresponding terms and conditions hereof, and provided herein. XYNOMIC shall require the sublicensee, in granting any further sublicenses, remain liable to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s BII for all obligations under this Agreement); , including its obligation to pay any amounts due on account of sales or other disposition of Compounds and (iv) use commercially reasonable efforts Products by Sublicensees. XYNOMIC shall send to enforce BII a copy of the terms of such sublicense signed sublicensing agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY within [****] after its execution; subject to reasonable redaction of confidential information. The Parties acknowledge that any and all information provided by XYNOMIC to BII under this Section 2.3 shall be deemed to be Confidential Information of XYNOMIC and shall be subject to the terms of Section 11. ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406 2.4 Termination of Sublicenses. If this Agreement is terminated [****] the Parties agree that each Sublicensee’s license [****] shall survive if the relevant Sublicensee agrees in writing to be bound by all of the terms of this Agreement [****]. Upon BII’s request, BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICSBII and such Sublicensee shall formalize such surviving sublicense by executing a direct license under the Licensed Know-How, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.[****]

Right to Sublicense. LICENSEE will Subject to the terms and conditions of this Agreement, Novartis shall have the right to grant sublicenses under the license granted to it in Section 2.1 of this Agreement, 9.1.1 through multiple tiers: (a) to its Affiliates, provided that such sublicense shall 56 automatically terminate if such sublicensee ceases to be an Affiliate of Novartis; (b) subject to Section 9.3, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of performing Novartis’s obligations hereunder with respect to the Development, Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Compounds and the Licensed Product in the Field in the Novartis Territory; and (c) to any Affiliate other Third Party with respect to the Development, Manufacture and/or Commercialization of, or third-partythe conduct of Medical Affairs Activities with respect to, the Licensed Product in the Field and in the Novartis Territory. Each The terms of each such sublicense of LICENSEE’s rights shall not be in writing, shall be consistent inconsistent with the terms and conditions hereofof this Agreement, and Novartis shall require the sublicensee, in granting any further sublicenses, to ensure that its sublicensees comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEEthe terms and conditions of this Agreement applicable to the Sublicensee. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with Novartis will remain directly responsible for all of its obligations under this Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensees. In the event of any material breach by any such sublicensee of any agreement entered into by Novartis pursuant to Section 9.1.3(b) or (c) that would be a material breach of this Agreement between LICENSOR and LICENSEEby Novartis, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of Novartis shall promptly terminate such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of with such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ sublicensee if such breach is not cured within […***** VISTAGEN THERAPEUTICS…] of Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to a Third Party pursuant to which it permits such Sublicensee to control all material decisions regarding Development or Commercialization of the Licensed Product in a particular country or countries in the Novartis Territory, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONNovartis shall notify the JSC of such Sublicense and the general scope thereof.

Right to Sublicense. LICENSEE will Cara shall have the right to grant sublicenses through multiple tiers under the license granted in to it under Section 2.1 of this Agreement, through multiple tiers, to any Affiliate or thirdof Cara’s Affiliates and to any Third Parties (including the rights of Sub-party. Each sublicense of LICENSEE’s rights shall be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any licensees to grant further sublicenses) for the Development and Commercialization of Products in the Territory in the Field, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants including for Manufacture of Product by a sublicense to any third-party, then LICENSEE shall: CMO; provided that (i) include in each Cara shall not be relieved of any of its obligations under this Agreement; (ii) Cara shall secure all appropriate covenants, obligations and rights from any such sublicense agreement terms Sub-licensee, including licenses, assignment of intellectual property rights and confidentiality obligations, to ensure that permit LICENSEE to comply with such Sub-licensee is subject to, and complies with, all of Cara’s applicable covenants and obligations under this Agreement; (iii) Cara shall be responsible for the performance of its obligations under this Agreement between LICENSOR and LICENSEE, including related shall use Commercially Reasonable Efforts to reporting sales enforce the obligations of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effectiveeach Sub-licensee under the relevant Sublicense Agreement, including the identity performance of activities required, the sublicensee making of all payments due and the territory in which making of any reports under this Agreement with respect to sales of Product by such rights have been sublicensedSub-licensee, and such Sub-licensee’s compliance with provisions of Sections 2.1, 2.6, 5.1, 5.4, 5.5, 5.7 and Article 4 of this Agreement; (iiiiv) Cara shall require such Sub-licensee to retain such books and records, and Cara agrees that Cara will audit the books and records of any Sub-licensee, at LICENSOR’s requestEnteris’ request and expense, in accordance with the provisions of Section 6.7; (v) Cara shall provide LICENSOR Enteris with a copy of any such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated Sublicense Agreement executed by Cara pursuant to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY Section 2.2 within [***] after execution; provided, that, the financial terms and any other confidential terms of any such Sublicense Agreement may be redacted to the extent not relevant to the determination or enforcement of Enteris’ rights under this Agreement; and (vi) Cara shall provide written notice to Enteris of such Sub-licensee within [**]*] after execution, BE AFFORDED CONFIDENTIAL TREATMENTbut not in order to seek approval. VISTAGEN THERAPEUTICSAll obligations of Cara under this Section 2.2 shall apply mutatis mutandis to all Sub-licensees of Cara that further sublicense their rights and obligations under this Agreement to further Sub-licensees, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONand Cara shall require each of its Sub-licensees to include appropriate provisions in such further sublicense.

Right to Sublicense. LICENSEE will have The licenses granted in Section ‎2.1 include the right to grant sublicenses under the license granted in Section 2.1 of (through multiple tiers) to Third Parties (each such Third Party sublicensee, a “Sublicensee”), provided that: (1) each such sublicense shall be subordinate to this Agreement, (2) no such sublicense shall impair EYEFITE (directly or with and through multiple tiersits Sublicensees) to perform its obligations hereunder, to any Affiliate (3) no such sublicense shall limit or third-party. Each sublicense of LICENSEEimpair CANFITE’s rights hereunder, (4) no such sublicense shall be in writinglimit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall be consistent with remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions hereofset forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to develop and commercialize the Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and shall the obligation to keep records and make reports hereunder, (6) the sublicense will require the sublicenseeapproval of CANFITE, which will not be unreasonably withheld, and (7) as far as such sublicense includes also the PHS Patents, also the approval of PHS, as stipulated in granting any further sublicensesthe PHS Agreement. EYEFITE shall provide CANFITE with a true, accurate and complete copy of each sublicense agreement with its Sublicensees promptly after execution. Each sublicense granted to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense Sublicensee by EYEFITE to any third-partyrights licensed to it hereunder shall terminate immediately upon the termination of the license from CANFITE to EYEFITE with respect to such rights as of the effective date of such termination by CANFITE pursuant to Section ‎11.2(b), provided however, that if a Sublicensee is not in material default of its obligations to EYEFITE under its sublicense agreement, and within sixty (60) days of such termination the Sublicensee agrees in writing to be bound directly to CANFITE under a license agreement substantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting such Sublicensee for EYEFITE, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONshall not so terminate.

Right to Sublicense. LICENSEE will Subject to and in accordance with the terms and conditions of this Agreement, Xxxxxx shall have the right to grant sublicenses and rights of reference granted by Sucampo under the license Section 2.1.1 to (a) its Affiliates without prior approval of Sucampo as long as such Affiliate remains an Affiliate of Xxxxxx and is listed as an Affiliate in Exhibit L as such Exhibit may be updated at least annually, and (b) any other Person, only if approved by Sucampo in advance and in writing, which approval may be granted in Section 2.1 Sucampo’s sole discretion after having the opportunity, but not the obligation, to conduct its own due diligence with respect to the proposed sublicensee (each of the foregoing, a “Sublicensee”) provided that (i) in connection with a sublicense to any Person which is not an Affiliate of Xxxxxx, Xxxxxx shall enter into a binding and written sublicense agreement with each such Sublicensee (“Sublicense Agreement”) that is consistent in all respects with this Agreement and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property rights to at least the same extent of this Agreement, through multiple tiersincluding without limitation containing provisions for the benefit of Sucampo substantially similar in language and scope to Sections 2.1.4 and 11.1 and ARTICLE 10 of this Agreement; and provided that any such sublicense shall be of no greater scope than the license granted to Xxxxxx under Section 2.1.1, (ii) in connection with a sublicense to any Person which is an Affiliate of Xxxxxx, Xxxxxx shall ensure that such Affiliate complies all respects with this Agreement as such terms apply to Xxxxxx and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property rights to the same extent of this Agreement, including without limitation Sections 2.1.4 and 11.1 and ARTICLE 10 of this Agreement; and provided that any such sublicense shall be of no greater scope than the license granted to Xxxxxx under Section 2.1.1 (iii) Sucampo shall be an intended third party beneficiary of each Sublicense Agreement and to the extent permitted by the law, shall have the right, but not the obligation, to enforce any Affiliate and all obligations of Xxxxxx under a Sublicense Agreement, (iv) Xxxxxx shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense and shall remain fully responsible and liable for any action or third-party. Each sublicense omission of LICENSEE’s rights each Sublicensee which would constitute a breach of this Agreement if committed by Xxxxxx as if Xxxxxx had committed such action or inaction itself and (v) the Sublicensee shall expressly agree in writing to be in writing, shall be consistent with bound by and subject to the terms and conditions hereofof this Agreement in the same manner and to the same extent as Xxxxxx. Xxxxxx shall, at its own expense, investigate each report and indication of breach of this Agreement by any Affiliate Sublicensee or any Sublicense Agreement, and Xxxxxx shall require promptly report to Sucampo any breach learned of or discovered by Xxxxxx. Xxxxxx shall diligently enforce the sublicenseeterms and conditions of this Agreement against each Affiliate Sublicensee and the terms and conditions of each Sublicense Agreement against each applicable Sublicensee, including without limitation, by (x) pursuing all appropriate judicial and administrative action and relief in granting the event of any further sublicensesbreach of this Agreement by any Affiliate Sublicensee or breach of the Sublicense Agreement and (y) upon Sucampo’s request, terminating the Sublicense Agreement upon a breach thereof or the sublicense granted to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEEthe Affiliate Sublicensee upon a breach of the terms of this Agreement. If LICENSEE grants a sublicense Upon any expiration or termination of this Agreement for any reason, all Sublicense Agreements and all sublicenses granted to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations Affiliate Sublicensees under this Agreement between LICENSOR and LICENSEEshall automatically terminate. In no event shall Sucampo or any of its Affiliates have any obligation to assume any obligations or liabilities, including related or be under any obligation or requirement of performance, under any such Sublicense Agreement or to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated to LICENSEEany Affiliate Sublicensee either extending beyond Sucampo’s obligations and liabilities under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONAgreement or otherwise.

Right to Sublicense. LICENSEE will Cara shall have the right to grant sublicenses through multiple tiers under the license granted in to it under Section 2.1 of this Agreement, through multiple tiers, to any Affiliate or thirdof Cara’s Affiliates and to any Third Parties (including the rights of Sub-party. Each sublicense of LICENSEE’s rights shall be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any licensees to grant further sublicenses) for the Development and Commercialization of Products in the Territory in the Field, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants including for Manufacture of Product by a sublicense to any third-party, then LICENSEE shall: CMO; provided that (i) include in each Cara shall not be relieved of any of its obligations under this Agreement; (ii) Cara shall secure all appropriate covenants, obligations and rights from any such sublicense agreement terms Sub-licensee, including licenses, assignment of intellectual property rights and confidentiality obligations, to ensure that permit LICENSEE to comply with such Sub-licensee is subject to, and complies with, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CARA THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. all of Cara’s applicable covenants and obligations under this Agreement; (iii) Cara shall be responsible for the performance of its obligations under this Agreement between LICENSOR and LICENSEE, including related shall use Commercially Reasonable Efforts to reporting sales enforce the obligations of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effectiveeach Sub-licensee under the relevant Sublicense Agreement, including the identity performance of activities required, the sublicensee making of all payments due and the territory in which making of any reports under this Agreement with respect to sales of Product by such rights have been sublicensedSub-licensee, and such Sub-licensee’s compliance with provisions of Sections 2.1, 2.6, 5.1, 5.4, 5.5, 5.7 and Article 4 of this Agreement; (iiiiv) Cara shall require such Sub-licensee to retain such books and records, and Cara agrees that Cara will audit the books and records of any Sub-licensee, at LICENSOR’s requestEnteris’ request and expense, in accordance with the provisions of Section 6.7; (v) Cara shall provide LICENSOR Enteris with a copy of any such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated Sublicense Agreement executed by Cara pursuant to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY Section 2.2 within [***] after execution; provided, that, the financial terms and any other confidential terms of any such Sublicense Agreement may be redacted to the extent not relevant to the determination or enforcement of Enteris’ rights under this Agreement; and (vi) Cara shall provide written notice to Enteris of such Sub-licensee within [**]*] after execution, BE AFFORDED CONFIDENTIAL TREATMENTbut not in order to seek approval. VISTAGEN THERAPEUTICSAll obligations of Cara under this Section 2.2 shall apply mutatis mutandis to all Sub-licensees of Cara that further sublicense their rights and obligations under this Agreement to further Sub-licensees, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONand Cara shall require each of its Sub-licensees to include appropriate provisions in such further sublicense.

Right to Sublicense. LICENSEE will have Licensee shall be entitled to sub-license the right rights granted under this Agreement only as part of a licence of a Licensed Service in its entirety (i.e., not on a individual title by title basis, but Licensee may license one or more of the Licensed Services to grant sublicenses under a particular Approved Sublicensee) via the license granted Approved Sublicensees on the following basis: Licensee shall be liable to Licensor for any act or omission of any Approved Sublicensee which would be a breach of this Agreement if done or failed to be done by Licensee, and any such breach by such Approved Sublicensee shall be deemed a Licensee Event of Default hereunder if such breach would otherwise satisfy the definition of “Licensee Event of Default” as set out in Section 2.1 17.1. Licensee shall be responsible for all claims, actions, expenses and liability suffered or incurred by Licensor, arising out of or in connection with any breach of this Agreement, through multiple tiers, to Agreement by any Affiliate or third-partyApproved Sublicensee. Each sublicense of LICENSEE’s rights Only the Approved Sublicensees shall be entitled to manage and control (a) the relevant Approved Delivery Means; (b) the direct transactional interface with each Subscriber to the Licensed Service; (c) the billing relationship with each Subscriber to the Licensed Service; and (d) the collections of all fees payable in writing, respect of each Subscriber Transaction. Approved Sublicensees shall be consistent entitled to carry out advertising/marketing/promotional activities, subject always to the same terms and conditions as set out in this Agreement. Licensee shall remain at all times the sole sub-licensor of Included Films for the Licensed Service. All Included Films licensed hereunder are sub-licensed to the Approved Sublicensees and made available on the relevant Licensed Service in accordance with the terms hereof. Licensee shall remain at all times responsible for the scheduling of Included Films and conditions hereof, determining or approving the format of layout and navigation of the Licensed Service. Licensee shall require the sublicensee, in granting any further sublicenses, Approved Sublicensees to comply with LICENSEE’s sublicensing observe and perform all the relevant obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations of Licensee under this Agreement between LICENSOR and LICENSEE, including related in relation to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity exercise of the sublicensee sub-licensed rights. No arrangement with the Approved Sublicensee shall grant rights in respect of any Included Films that are greater than those granted to Licensee hereunder. Any use of marketing materials in respect of any Included Films including on the Approved Sublicensees’ web pages is strictly in accordance with this Agreement and the territory in which such rights have been sublicensed; (iii) at LICENSORLicensor’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are unrelated written instructions from time to LICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONtime.