Common use of Sublicenses After Termination Clause in Contracts

Sublicenses After Termination. At any time within [***] following termination of this Agreement, Sublicensee may notify University pursuant to Section 13.10 “Notices” that it wishes to enter into a direct license with University in order to retain its rights to the Licensed Rights granted to it under its Sublicense (such [***] period following receipt of notice of termination, the “Initial Notice Period”). Following University’s receipt of Sublicensee’s notice, University shall offer Sublicensee a license agreement the terms of which will be substantially similar to the terms of this Agreement; provided, however, that the offered scope of the direct license, licensed territory, and duration of the license grant will be the same as (not merely substantially similar to) the scope of the license, licensed territory and duration of the license granted under this Agreement (unless the rights granted by Company to Sublicensee were a subset of rights under this Agreement, in which case the scope of the direct license, licensed territory and duration of the license will be the same as the corresponding terms granted by Company to such Sublicensee). For the sake of clarity, the financial terms, including without limitation, the running royalty rate and milestone payments, will be identical to the corresponding financial terms set forth in this Agreement, provided University shall consider in good faith reducing the non-running royalty financial payments where there are multiple direct licensees or such direct licensee has a reduced scope compared with this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into such direct license will be conditioned upon:

Sublicenses After Termination. At any time within [***] thirty (30) days following termination of this Agreement, a Sublicensee may notify University pursuant to Section 13.10 “Notices” that it wishes to enter into a direct license with University in order to retain its rights to the Licensed Rights granted to it under its Sublicense (such [***] 30- day period following receipt of notice of termination, the “Initial Notice Period”). Following University’s receipt of Sublicensee’s such notice, University shall offer and Sublicensee will enter into a license agreement the terms of which will be substantially similar to the terms of this Agreement; provided, however, that the offered . The scope of the direct license, the licensed territory, and the duration of the license grant will be the same as (not merely substantially similar to) the scope of the license, licensed territory and duration of the license granted under this Agreement (unless the rights granted by Company comparable to Sublicensee were a subset of rights under this Agreement, in which case the scope of the direct license, licensed territory and duration of the license will be the same as the corresponding terms granted by Company to such Sublicensee), provided that such Sublicensee will be granted at least the same scope of rights as it obtained from Company under its Sublicense. For the sake of clarity, the financial terms, including without limitation, the running royalty rate and milestone payments, will be identical to the corresponding financial terms set forth in this Agreement, provided University shall consider in good faith reducing the non-running royalty financial payments where there are multiple direct licensees or such direct licensee has a reduced scope compared with this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into such direct license will be conditioned upon:

Sublicenses After Termination. At any time within [***] following termination of this Agreement, Sublicensee may notify University pursuant to Section 13.10 “Notices” that it wishes to enter into a direct license with University in order to retain its rights to the Licensed Rights granted to it under its Sublicense (such [***] period following receipt of notice of termination, the “Initial Notice Period”). Following University’s receipt of Sublicensee’s notice, University shall offer Sublicensee a license agreement the terms of which will be substantially similar to the terms of this Agreement; provided, however, that the offered scope of the direct license, licensed territory, and duration of the license grant will be the same as (not merely substantially similar to) the scope of the license, licensed territory and duration of the license granted under this Agreement (unless the rights granted by Company to Sublicensee were a subset of rights under this Agreement, in which case the scope of the direct license, licensed territory and duration of the license will be the same as the corresponding terms granted by Company to such Sublicensee). For the sake of clarity, the financial terms, including without limitation, the running royalty rate and milestone paymentsrate, will be identical to the corresponding financial terms set forth in this Agreement, provided University shall consider in good faith reducing the non-running royalty financial payments where there are multiple direct licensees or such direct licensee has a reduced scope compared with this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into such direct license will be conditioned upon:

Sublicenses After Termination. At any time within [***] days following termination of this Agreement, Sublicensee may notify University pursuant to Section 13.10 “Notices” that it wishes to enter into a direct license with University in order to retain its rights to the Licensed Rights granted to it under its Sublicense (such [***] day period following receipt of notice of termination, the “Initial Notice Period”). Following University’s receipt of Sublicensee’s notice, University shall offer Sublicensee a license agreement the terms of which will be substantially similar to the terms of this Agreement; provided, however, that the offered scope of the direct license, licensed territory, and duration of the license grant will be the same as (not merely substantially similar to) the scope of the license, licensed territory and duration of the license granted under this Agreement (unless the rights granted by Company to Sublicensee were a subset of rights under this Agreement, in which case the scope of the direct license, licensed territory and duration of the license will be the same as the corresponding terms granted by Company to such Sublicensee). For the sake of clarity, the financial terms, including without limitation, the running royalty rate and milestone paymentsrate, will be identical to the corresponding financial terms set forth in this Agreement, provided University shall consider in good faith reducing the non-running royalty financial payments where there are multiple direct licensees or such direct licensee has a reduced scope compared with this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into such direct license will be conditioned upon:: Icosavax Inc. / University of Washington Non-Exclusive License Agreement UW CoMotion Ref. [***] Page 13 of 33 |US-DOCS\130755718.2||

Sublicenses After Termination. At any time within [***] following In addition, each SUBLICENSE shall provide for its own immediate termination or expiration upon termination or expiration of this AgreementAGREEMENT, Sublicensee may notify University pursuant provided that (a) SUBLICENSEE is not associated with the development or commercialization of alcohol, tobacco products or private prisons, and military armaments or on any list of prohibited individuals or entities enacted under sanctions laws (b) SUBLICENSEE requests in writing to Section 13.10 “Notices” that it wishes JHU to enter into have a direct license with University JHU within * (*) days of the effective date of termination of this AGREEMENT (“INITIAL NOTICE PERIOD”), (c) SUBLICENSEE is not in order breach of its SUBLICENSE as of the effective date of termination of this AGREEMENT, (d) LICENSEE has complied with JHU’s sublicense requirements under Sections 2.4 and 2.5 in the SUBLICENSE, and (e) LICENSEE has not granted a SUBLICENSE to retain its LICENSED RIGHTS granted in this AGREEMENT for (i) no consideration or less consideration than in this AGREEMENT or (ii) in exchange for anything of value other than cash payments in consideration for a grant to LICENSED RIGHTS granted in this AGREEMENT, then SUBLICENSEE will have an automatic license to all of the rights to the Licensed Rights granted sublicensed to it under its Sublicense (such [***] period following receipt of notice of termination, the “Initial Notice Period”). Following University’s receipt of Sublicensee’s notice, University shall offer Sublicensee a license agreement the terms of its SUBLICENSE, provided further that JHU shall have no greater obligation to SUBLICENSEE than that which will is provided for in this AGREEMENT and SUBLICENSEE shall have no greater rights or license or obligations to JHU than those provided in this AGREEMENT and in the SUBLICENSE. During the INITIAL NOTICE PERIOD, SUBLICENSEE shall be substantially similar responsible for reimbursing JHU for any PATENT COSTS related to the terms of this Agreement; providedPATENT RIGHTS, howeverand any subsequent mutually agreed-to negotiation period, that up until the offered scope effective date of the new direct license, licensed territory, and duration of the license grant will be the same as (not merely substantially similar to) the scope of the license, licensed territory and duration of the license granted under this Agreement (unless the rights granted by Company to Sublicensee were a subset of rights under this Agreement, in which case the scope of the direct license, licensed territory and duration of the license will be the same as the corresponding terms granted by Company to such Sublicensee). For the sake of clarity, the financial terms, including without limitation, the running royalty rate and milestone payments, will be identical to the corresponding financial terms set forth in this Agreement, provided University shall consider in good faith reducing the non-running royalty financial payments where there are multiple direct licensees or such direct licensee has a reduced scope compared with this Agreement. Notwithstanding the foregoing, each Sublicensee’s right to enter into such direct license will be conditioned upon:.