Common use of Sublicenses Clause in Contracts

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the no right to grant sublicenses to Third Parties under the license granted herein, unless such sublicense is granted as part of a license along with other substantial technology or develop, make, use and Sell Licensed Products in the Territory and in the Field patent rights of Use provided that: a) any Licensee. Any such sublicense granted shall will be subject to each of the following conditions: (a) In each sublicense agreement, Licensee will, (i) prohibit the sublicensee from further sublicensing, except for a written further sublicense agreement between Licensee or its respective Affiliateslimited to the right to manufacture and distribute a Licensed Product developed by the sublicensee, and (ii) require the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary sublicensee to comply with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any Agreement other than the payment and all Sublicensees, including any Sublicensees reporting obligations of its Affiliates, to ATCCCompany. 3.2 For (b) Within thirty (30) days after Licensee enters into a sublicense agreement, Company will deliver to Rockefeller a complete and accurate copy of the avoidance entire sublicense agreement written in the English language. Rockefeller’s receipt of doubtthe sublicense agreement, however, will constitute neither Licensee an approval of the sublicense nor a waiver of any right of Rockefeller or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a bankruptcy event, all payments due to Company from its Affiliates shall have or sublicensees under the right to sublicense the ATCC Materialagreement will, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Company. Upon receipt of any such funds, Rockefeller will remit to Company the amount by which such payments exceed the amounts owed by Company to Rockefeller. (d) Company’s execution of a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations relieve Company of any of its Related Parties in the same fashion and obligations under this Agreement. Company is primarily liable to the full extent Rockefeller for any act or omission of an Affiliate or sublicensee of Company that Licensee is obligated to ATCC hereunder. A would be a breach of this Agreement if performed or omitted by any Related Party Company, and Company will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for deemed to be in breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with Agreement as a complete copy of each sublicense within thirty (30 days of issuance result of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderact or omission. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, (a) Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or developof any of the rights, make, use privileges and Sell Licensed Products in the Territory and in the Field of Use provided that: a) licenses granted hereunder consistent with this Agreement. Licensee agrees that any sublicense sublicenses granted by it shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e, which shall be binding upon the Sublicensee. Licensee is responsible for timely enforcement of sublicense agreements. Failure to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. enforce such sublicenses will be considered a material breach. Sublicensees shall not further grant sublicenses without Salk’s prior written approval, such approval not to be unreasonably denied. No sublicense agreement shall contain any provision that would cause it to extend beyond the term of this Agreement. Licensee further agrees to deliver to Salk for informational purposes a true and correct copy of each sublicense granted by Licensee, and any modification or termination thereof, within thirty (30) Licensee identifies any and all Sublicenseesdays after execution, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progenyeach modification, or Unmodified Derivatives except termination. Failure to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to provide such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party copy will be treated as considered a breach by Licensee. If ATCC brings suit against a Related Party for material breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted shall survive to the extent provided in the sublicense provided (i) the sublicense contains milestone payments and royalties greater than or equal to those included in this Agreement; (ii) the sublicensee is current on its obligations under the sublicense agreement and (iii) the sublicensee agrees to pay Salk Sublicensing Revenue due under Section 3.5, and a prorata share (based on the number of sublicensees) of the future annual maintenance fees due under Section 3.2 and Patent Costs due under Section 7.2b. Licensee agrees to assign all such sublicenses to Salk. All sublicenses not meeting the above criteria shall survive for a period of ninety (90) days after termination with Salk standing in the place of License. During this ninety (90) day period, Salk agrees to negotiate in good faith and execute an updated agreement with the affected sublicensees. If no new license is completed within the ninety (90) day period, the sublicense will terminate. All payments then or thereafter due to Licensee from each surviving sublicense shall become owed directly to Salk. (b) If, after the first anniversary of the Effective Date, Salk identifies a third party that has a bona fide interest in developing and commercializing a Licensed Product, and if (i) Licensee is unable or unwilling to develop or commercialize that Licensed Product, and (ii) such Licensed Product would not compete with any Licensed Product then part of an active research, development or commercialization program of Licensee, its Affiliates hereunderAffiliates, shall automatically terminateor Sublicensees, unless ATCCthen Licensee will, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon LicenseeSalk’s request, at any time during negotiate in good faith a sublicense on commercially reasonable terms with such third party for the Agreement Term, ATCC agrees to meet development and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination commercialization of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseLicensed Product.

Sublicenses. 3.1 Subject The Regents also grants to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses sublicense to Third Parties or developthird parties (including to Affiliates and Joint Ventures) the rights granted to Licensee hereunder, makewith no right to further sublicense except as provided below, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall as long as Licensee has current exclusive rights under this Agreement. Each Sublicensee must be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect agreement. All sublicenses will be subject to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; , will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, e, if applicable, the United States Government and other sponsors) Licensee identifies any to the extent that such obligations are not performed by Licensee, other than those rights and all Sublicenseesobligations specified in Article 6 (License Issue Fee), including any Sublicensees of its Affiliates, to ATCC. 3.2 Article 7 (License Maintenance Fee) and Paragraph 9.3 (Minimum Annual Royalty) and Paragraphs 21.4 and 21.5 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee and no Sublicensee shall have any right to further sublicense any f of the right rights granted to Licensee hereunderhereunder without the prior written consent of The Regents, unless ATCCsuch consent not to be unreasonably withheld or delayed, except that each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its Affiliates (as affiliate is defined in its sole discretionParagraph 1.1 with Sublicensee substituted for Licensee in the definition), agrees to the extent needed for the development and commercialization of Licensed Products in writing to such a sublicense or accordance with this Agreement. Also, for the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such further sublicense is restricted to Affiliates and Joint Ventures are granted a sublicense. For the manufacture and Sales purposes of Licensed Productsthis Agreement, such agreement will not any act or omission by a Sublicensee that would be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A a breach of this Agreement by any Related Party if imputed to Licensee will be treated as deemed to be a breach by Licensee. If ATCC brings suit against a Related Party for breach Licensee of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject The Regents also grants to Licensee the terms right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use, sell, offer for sale or import Licensed Products and conditions set forth to practice Licensed Methods in any jurisdiction in which Licensee has exclusive rights under this Agreement, but Sublicenses will not include further right to sublicense on the part of the Sublicensee. Each Sublicense will be issued in writing. To the extent applicable, sublicenses must include all of the rights of and will require the performance of obligations due to The Regents (and, if applicable, the U.S. Government under 35 U.S. C. §§201-212) contained in this Agreement. Affiliates have no rights hereunder, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or developunless, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 . For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach purposes of this Agreement, operations of Sublicensees are deemed to be the operations of the Licensee, for which the Licensee shall is responsible. 3.2 Licensee must pay to The Regents Twenty-five percent (25%) of all reasonable costs incurred Sublicensing Income. 3.3 On Net Sales of Licensed Products sold or disposed of by a Sublicensee, Licensee must pay to The Regents an earned royalty in connection therewith, including without limitation attorney’s fees and disbursementsaccordance with Article 5 (Royalties) as if these were Licensee's Net Sales. In the event Any royalties received by Licensee in excess of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with royalties due to The Regents under this Paragraph 3.3 belong to Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall must provide ATCC with to The Regents a complete copy of each sublicense Sublicense within thirty (30 30) days of issuance execution, and a copy of such sublicense. Any such sublicense shall be deemed Confidential Information all information submitted to Licensee by Sublicensees relevant to the computation of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with the payments due to The Regents under this Article 13, except as may be necessary to enforce its rights hereunder3. 3.5 Upon expiration or termination of If this Agreement is terminated for any reason, all sublicenses outstanding Sublicenses not in default will be assigned by Licensee to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCCThe Regents, at its sole discretionthe option of The Regents. The Sublicenses will remain in full force and effect with The Regents as the licensor or sublicensor instead of Licensee, agrees in writing to an assignment to ATCC but the duties of any sublicense, ATCC shall The Regents under the assigned Sublicenses will not be bound to any greater than the duties under an assigned sublicense beyond ATCC’s duties of The Regents under this Agreement. Upon Licensee’s request, at any time during and the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to rights of The Regents under the Sublicensees that the subject Sublicensees shall assigned Sublicenses will not be terminated upon termination less than the rights of The Regents under this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, including all financial consideration and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination other rights of the sublicenseThe Regents.

Sublicenses. 3.1 Subject The Regents also grant to Licensee the terms right to issue sublicenses to third parties to make, have made, use, import and conditions set forth sell Licensed Products and to practice Licensed Method, as long as Licensee has current exclusive rights thereto under this Agreement. To the extent applicable, sublicenses must include all of the rights of and obligations due to The Regents (and, if applicable, the United States Government) and contained in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC The Regents with a complete copy of each sublicense within thirty (30 days issued; use diligent efforts to collect and guarantee payment of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee all payments due The Regents from sublicensees; and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereundersummarize and deliver all reports due The Regents from sublicensees. 3.5 3.3 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCCThe Regents, at its sole discretion, agrees in writing shall determine whether Licensee shall cancel or assign to an assignment to ATCC The Regents any and all sublicenses. 3.4 Licensee shall pay The Regents [*] of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with each non-royalty payment received by Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination from each sublicensee of the sublicenseLicensed Products, unless the Licensed Product contains (i) any know-how added by Licensee, in which case the foregoing percentage for non-royalty payments shall be [*] or (ii) any antibody or a material component in addition to know-how added by Licensee, in which case the foregoing percentage for non-royalty payment shall be [*] or (iii) more than one antibody or material component in addition to know-how added by Licensee, in which case the foregoing percentage for non-royalty payments shall be [*] (collectively, Licensed Products meeting the conditions of (i) (ii) or (iii) are referred to hereafter as a "Value Added Licensed Product"). 3.5 Licensee shall pay The Regents [*] of each earned royalty payment received by Licensee, unless the Licensed Product is determined to be a "Value Added Licensed Product" as defined in this Section 3.4, in which case, Licensee's royalty payment to The Regents shall be [*] of each royalty payment received from each sublicensee. Licensee may at its sole discretion select the alternative royalty payment schedule described in Section 7.5.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates Each Party shall have the right to grant sublicenses within the scope of the licenses under Section 4.1 or 4.2, as applicable, to its Affiliates and to Third Parties or developthat desire to conduct Research, makeDevelopment, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary Manufacture and/or Commercialization activities with respect to any such agreement; c) each Sublicense has agreed in Program DARTs and Licensed Products; provided, however, that without the prior written sublicense agreement to be bound by all applicable termsconsent of MacroGenics, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and Gilead shall not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense (a) any MacroGenics Know-How to any Generic Licensee; (b) any rights under Patents or Know-How licensed to MacroGenics pursuant to a MacroGenics Third Party Agreement to any Generic Licensee; or (c) any rights under Patents or Know-How licensed to MacroGenics pursuant to a MacroGenics Third Party Agreement that requires MacroGenics (or the ATCC Materialapplicable Third Party licensor) to consent to any such sublicense; and provided further that any sublicense granted to a Third Party (other than a Generic Licensee or Compulsory Licensee) under this Agreement shall be pursuant to a written agreement that subjects such sublicensee to all relevant restrictions and limitations set forth in this Agreement, Progenyincluding the confidentiality provisions of ARTICLE 10. If either Party grants a sublicense to a Third Party (including to any Generic Licensee) as permitted by this Section 4.3, then such Party shall provide the other Party prompt written notice thereof and shall provide the other Party with an executed copy of any such sublicense (redacted as necessary to protect confidential or Unmodified Derivatives except commercially sensitive information). Except with respect to any Generic Licensee or Compulsory Licensee or as otherwise agreed by the Parties in writing, each Party shall be jointly and severally responsible with its sublicensees to the other Party for failure by its sublicensees to comply with this Agreement. Each Party shall use commercially reasonable efforts to enforce the terms of any sublicense granted by such Party under this Agreement to any sublicensee other than a Compulsory Licensee to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereundersuch Party learns, unless ATCCor otherwise knows, that such sublicensee is in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will provision of such sublicense in a manner that would reasonably be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursementslikely to materially harm the other Party. In the event that a Generic Licensee fails to honor a payment obligation under a sublicense granted under this Agreement (and has not cured such failure within any applicable cure period), at the request of an uncured breach by any Sublicensee then Licensee shall MacroGenics, Gilead shall, at Gilead’s election, either terminate such the sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationpay MacroGenics the amount that would have been due to MacroGenics under Section 8.5.2 if such Generic Licensee had honored its payment obligation. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 (a) Subject to the terms and conditions set forth of this Agreement (including Section 3.1(b)), CPS may sublicense to a Third Party (each such party holding a sublicense under this Agreement, a “Sublicensee”) CPS’ rights under the 2 Blades. Licensed Patents to use and sell Licensed Plant Products of Licensed Crops that have been generated by or on behalf of CPS as breeding material or reproductive seed or other Plant material to further develop such Licensed Plant Products for planting as commercial crops and preparing derivatives therefrom in the Licensed Field in the Territory. Notwithstanding the foregoing or anything to the contrary in this Agreement, Licensee and its Affiliates CPS shall have not (except as set forth in Section 2.2(d)) sublicense CPS’ rights under the right 2 Blades Licensed Patents to grant sublicenses to Third Parties produce or develop, make, modify any Plant or Plant materials through application or use and Sell Licensed Products in the Territory and in the Field of Use provided that:a TAL Nuclease or through a TAL Nuclease Activity. a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; (b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect Subject to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e, 2 Blades may sublicense to a Third Party (each such party holding a sublicense under this Agreement, also a “Sublicensee”) Licensee identifies 2 Blades’ rights under the CPS Licensed Patents to use and sell Licensed Plant Products that have been generated by or on behalf of 2 Blades as breeding material or reproductive seed or other Plant material to further develop such Licensed Plant Products for planting as commercial crops and preparing derivatives therefrom in the Licensed Field for any and all SublicenseesNon-Profit Activity or in the 2 Blades Commercial Licensed Field for any Other Activity, including any Sublicensees of its Affiliates, to ATCCin each case in the Territory. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except (c) Subject to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture terms and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach conditions of this Agreement, Licensee shall pay all reasonable costs incurred 2 Blades may sublicense to a Third Party (each such party holding under this Agreement, also a “Sublicensee”) 2 Blades’ rights under the CPS Licensed Patents to produce or modify any Plant or Plant materials through application or use of a TAL Nuclease or through a TAL Nuclease Activity (i) in the Licensed Field for any Non-Profit Activity, and (ii) in the 2 Blades Commercial Licensed Field for any Other Activity, except (in the case of such Other Activities) to [*****]; in each Initials Two Blades Foundation: 9 Initials Cellectis Plant Sciences, Inc.: Confidential Execution Copy CPS-14033 case solely in connection therewithwith 2 Blades’ licenses under 2 Blades Licensed Patents. For clarity but without limitation, including without limitation attorney’s fees the foregoing includes the right to grant sublicenses through multiple tiers to bona-fide, not-for-profit organizations that work for the benefit of Subsistence Farmers for use in Subsistence Farming in Developing Countries. Upon the execution of a sublicense to a not-for profit organization under this Section 2.3(c), 2 Blades and disbursements. In CPS shall issue a press release announcing the event execution of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each CPS’ contribution to such sublicense within thirty (30 30) days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderafter the execution thereof. 3.5 Upon expiration or termination (d) Each Party shall engage each Sublicensee solely pursuant to a written agreement containing provisions consistent with the terms and conditions of this Agreement for any reason(a copy of which shall be provided to the other Party within thirty (30) days of execution, all sublicenses with provisions unrelated to this Agreement or the rights granted hereunder redacted), and such Sublicensee shall abide by all obligations of such Party hereunder as if it were a party to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s requestNotwithstanding the foregoing, at for sublicenses granted by either Party under this Section 2.3, Sublicensees are not required to grant any time during licenses to, make any payments, notifications or reports to, submit to audits by, or indemnify the Agreement Term, ATCC agrees to meet other Party. Each Party shall promptly notify the other Party in writing of entering into any such sublicense agreement and confer ensure that each Sublicensee complies with Licensee and/or Licensee’s Affiliates and their respective fulfills all of such obligations. Each Party shall be entirely responsible and liable for any acts or omissions of its Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that under any sublicenses granted by it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensehereunder.

Sublicenses. 3.1 Subject (a) Licensee may sublicense the license and rights granted to Licensee under Sections 2.1 through 2.4 (as applicable) to (i) its Affiliates, (ii) in the terms case of all Licensed IP other than the Seeds and conditions set forth Beads IP, Third Parties in this Agreementconnection with the operation of the business of Licensee or its Affiliates, but not for the independent use of any such Third Party, including distributors that need to practice the applicable Intellectual Property to provide ordinary course distribution services to Licensee and its Affiliates Affiliates; provided that, with respect to the Licensed Standards, sublicensing to such Third Parties shall have be solely for such Third Parties to provide services to the right to grant sublicenses Specialty Products Business or Agriculture Business (as applicable) in the ordinary course at any or all Licensed Facilities (but not for the independent use of such Third Party), (iii) in the case of the Seeds and Beads IP, to Third Parties (1) who are bona fide collaborators or developpartners of Licensee or any of its Affiliates, makeor (2) in connection with which sublicense Licensee or any of its Affiliates is also granting a license or other rights to any other Intellectual Property for seed coating and seed treatment technology owned by or licensed to Licensee or any of its Affiliates, in each case (1) and (2), for use in connection with the practice of seed coating and Sell Licensed Products in seed treatment technology, and (iv) with the Territory and in the Field prior written consent of Use provided that:Licensor, other Third Parties (each such Affiliate or Third Party, a “Sublicensee”). a(b) any Each sublicense granted by a Licensee under the license granted to such Licensee in Sections 2.1 through 2.4 shall be granted pursuant to an agreement that (i) is subject to a written sublicense agreement between Licensee or its respective Affiliatesto, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable termsconsistent with, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any Agreement and all Sublicensees, including any Sublicensees includes provisions at least as protective of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor Licensor and its Affiliates as the provisions of this Agreement (except that such sublicense shall have not be required to provide rights for Licensor to audit Sublicensee in accordance with, and subject to, Section 2.11 (1) if the right sublicense is granted to sublicense an Affiliate or (2) with respect to sublicenses of Licensed Know-How, Licensed Copyrights or Business Software where the ATCC Materialprimary purpose of such arrangement with sublicensee is not to grant access to such Licensed Know-How, ProgenyLicensed Copyrights or Business Software), or Unmodified Derivatives except (ii) to the extent they are incorporated I with respect to Licensed Patents or AgCo Licensed Standards and if Sublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee (including, for clarity, with respect to the audit rights set forth in Section 2.11 to the extent applicable), and (iii) to the extent with respect to Licensed ProductsPatents or AgCo Licensed Standards, is in writing if the Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations cause each of its Related Parties in the same fashion and Sublicensees to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreementcomply, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC remain responsible for its Sublicensees’ compliance, with written notification of said terminationthe terms hereof applicable to Licensee. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any Any sublicense granted by COMPANY shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed Sublicensee that agrees in the written sublicense agreement writing to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of substantially the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the same terms and conditions of this Agreement; and, e) Licensee identifies any , excluding financial terms and all Sublicenseesconditions, or such sublicense shall be null and void. Sublicenses granted by COMPANY hereunder may be transferable, including by further sublicensing, delegatable or assignable. COMPANY will notify MAYO within [***] after the grant of any Sublicense and provide MAYO with a copy of each sublicense agreement promptly after execution; provided such Sublicense may be redacted to delete any terms that are not material to compliance with this Agreement. COMPANY is responsible for the performance of all Sublicensees as if such performance were carried out by COMPANY itself, including the payment of any royalties or other payments provided for hereunder triggered by such Sublicense, regardless of whether the terms of any sublicense require that Sublicensee pay such amounts (such as in a fully paid-up license) to COMPANY or that such amounts be paid by the Sublicensee directly to MAYO. Each sublicense agreement shall name MAYO as a third party beneficiary; provided, MAYO may only exercise its Affiliatesrights as a third party beneficiary if COMPANY has failed to take steps to correct any breach by a Sublicensee identified by MAYO. COMPANY shall not grant any fully-paid up, royalty-free or exclusive sublicenses without MAYO’s prior written consent; provided, COMPANY and its Sublicensees may grant sublicenses, with MAYO’s consent, to ATCC. 3.2 For third parties performing contract services on behalf of the avoidance COMPANY with regard to Licensed Products, e.g, pre-clinical toxicology, manufacturing, clinical trial conduct, etc. In the event of doubtany termination of this Agreement, neither Licensee nor its Affiliates any Sublicensee that is not then in material breach of this Agreement shall have the right to retain its sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Patent Rights, Know How and Licensed Products. Licensee shall have no right Materials by providing notice to permit MAYO, and in such event any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach directly to MAYO any amounts that would be due to MAYO from COMPANY hereunder for activities conducted by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationSublicensee. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this AgreementExcept as expressly permitted hereby, Licensee and its Affiliates shall not have the right to sublicense all or any portion of the License granted hereby without obtaining Licensor's prior written consent. Notwithstanding the foregoing, Licensee shall have the right, without obtaining Licensor's consent, to grant sublicenses of any or all rights granted to Third Parties Licensee by Licensor hereunder to (i) Affiliates, or develop, make, use (ii) any other entity so long as Licensee shall exercise and Sell Licensed Products maintain managerial control over all Restaurants owned by such entity substantially in the Territory manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a "Sublicensee"). Each sublicense will contain the provisions set out in this Agreement as the last sentence of this paragraph, subparagraph 6(b), subparagraphs 15(e) through (k) below and in the Field of Use provided that: provisions (a) any sublicense granted shall be confirming Licensor's ownership of the Marks and Associated Rights which are the subject to a written sublicense agreement between Licensee or its respective Affiliatesof the sublicense, and the Sublicense; (b) ATCC is explicitly stated I declaring that the sublicense will be deemed automatically assigned by Licensee to Licensor upon any lawful termination of this Agreement (provided, however, that Licensor shall have the option, to be exercised within fifteen (15) days of such written termination, to reject such sublicense agreed as a third party beneficiary with respect by notice to any such agreement; the Sublicensee), (c) each Sublicense has agreed in requiring the written sublicense agreement Sublicensee to be bound by all comply with the applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, Agreement and to maintain the operating and quality standards prescribed herein, (d) giving Licensor the right to determine directly whether or not such operating and quality standards are being maintained, and (e) prohibiting further sublicensing of the rights granted under the sublicense except in compliance with the terms and provisions of this paragraph. Licensee identifies any will take all appropriate steps to exercise quality control over the goods and all Sublicenseesservices provided by each Sublicensee in order to ensure that the operating and quality standards required by this Agreement are being maintained. Notwithstanding anything to the contrary contained herein, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates Licensor shall not have the right to sublicense terminate this Agreement or the ATCC Material, Progeny, License granted hereby for any default which may arise hereunder by reason of the acts or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. omissions of any Sublicensee so long as (i) Licensee shall have no right use its best efforts to permit any cause such Sublicensee to further sublicense any f comply with the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture applicable terms and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach conditions of this Agreement by any Related Party will be treated as and to maintain the operating and quality standards prescribed herein, and (ii) if such efforts fail to cause the Sublicensee to comply with such terms and conditions or maintain such standards within a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreementreasonable time period not to exceed ninety days, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall immediately terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary cause to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the applicable sublicense.

Sublicenses. 3.1 Subject Affiliates of Licensee shall have no licenses under this Agreement unless Licensee grants a sub-license to such Affiliates. Licensee may only sublicense to its Affiliates or other parties to the terms extent reasonably necessary for the development and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell commercialization of Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall accordance with this Agreement. Each Sublicensee must be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable . Such sublicenses shall contain terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions that are consistent with those in this Agreement. For the purposes of compliance with this Agreement, Licensee shall be responsible to ensure that its Sublicensees comply with the terms of this Agreement, and accordingly, the operations of all Sublicensees shall be deemed to be the operations of the rights granted by ATCC to Licensee, for which the Licensee shall be responsible. Sublicensees who have received a direct sublicense from Licensee under this Agreement Article 2 may grant further sublicenses (without further rights to sublicense) solely for the purpose of developing, manufacturing and/or commercializing, in collaboration with Licensee, Licensed Products developed and/or commercialized in material part by Licensee or EndoChem. Any such sublicense (a) shall not be granted on a stand-alone basis, where the term "standalone" means that protect a sublicense is granted to an entity for the development, manufacture or benefit ATCC’s rights commercialization of Licensed Products without EndoChem or Licensee or any such direct Sublicensee participating or having participated in the development or commercialization of Licensed Products in material part (i.e., without Licensee or EndoChem or any such direct Sublicensee having incurred more than ******** dollars ($*****) in costs related to the development, manufacture or commercialization of Licensed Products); (b) shall not allow for further sublicensing of any such rights; and interests; d(c) shall be subject to the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 herein. For the avoidance of doubt, neither Licensee nor its Affiliates shall have and any permitted Sublicensee can engage independent contractors such as manufacturers, clinical trial organizations, and work-for-hire research laboratories (such as those who conduct assays on a fee for service basis) so long as the right work conducted by such entities is being conducted on Licensee's or such Sublicensee's behalf and such contracting entity does not receive rights to sublicense the ATCC Materialdevelop, Progenymanufacture, use or commercialize Licensed Products outside of, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productsafter it completes, its services. Licensee shall have no right require appropriate reporting from all Sublicensees to permit any Sublicensee establish all amounts owed hereunder, and shall make such reports available to further sublicense any f EndoChem. Licensee shall require all Sublicensees to comply with the right granted audits and obligations set forth in Section 6.7 as if they were Licensee and to submit to Licensee hereunder, unless ATCCprogress reports and financial reports consistent with this Agreement. Licensee shall make all of the foregoing reports available to EndoChem. Licensee understands and agrees that EndoChem may provide the information in these reports to UC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to accordance with EndoChem's reporting requirements under the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 UC Agreement. Licensee shall be responsible to ATCC require that Sublicensees indemnify UC as provided for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach Section 11 of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to From the terms and conditions set forth in this AgreementEffective Date, Licensee and its Affiliates Processa shall have the right to grant sublicenses under the licenses to Ocuphire Intellectual Property and Ocuphire’s interest in the Joint Intellectual Property granted to Processa under Section 2.1(a) to its Affiliates and to Third Parties Parties; provided that Ocuphire provides its prior written consent to such sublicense, such consent not to be unreasonably withheld, conditioned or developdelayed, makeexcept that a sublicense to an Affiliate shall not require Ocuphire’s consent for so long as such Affiliate remains an Affiliate of Processa; provided, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) further, that any such sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliatesconsistent with, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by subject to, all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any , and all Sublicensees, including any Sublicensees Processa shall remain responsible for the performance of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of under this Agreement, Licensee shall pay regardless of whether Processa may have delegated those obligations to its Sublicensee or Affiliate. Each agreement with each Sublicensee must include grants of rights sufficient to enable Processa to grant substantially the rights set forth in Sections 11.7(c) through 11.7(e) with respect to (i) all reasonable costs incurred Know-How and Patent Rights (including all applicable pre-clinical and clinical data, including pharmacology and biology data; Manufacturing documents and materials; and Manufacturing technologies) Controlled by such Sublicensee during the Term and used by such Sublicensee in the Development, Manufacture or Commercialization of any Compound or Product (collectively, “Sublicensee Intellectual Property”); (ii) all filings with Regulatory Authorities in the Territory relating to Compounds and Products and Regulatory Approvals relating to Compounds and Products held by such Sublicensee, including related correspondence with Regulatory Authorities; (iii) all Manufacturing agreements to which such Sublicensee is a party that are related to Compounds or Products; (iv) all of such Sublicensee’s inventory of Compounds and Products existing as of the applicable date; and (v) all trademarks owned by such Sublicensee and used solely in connection therewithwith the Products, including without limitation attorney’s fees and disbursementsalong with all associated goodwill. In Without limiting the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense foregoing, Processa shall, within thirty (30 30) days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of after granting any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination notify Ocuphire of the sublicensegrant of such sublicense and provide Ocuphire with a copy of such sublicense agreement.

Sublicenses. 3.1 Subject to Section 2.2, Braeburn may not grant sublicenses under the terms licenses granted under Section 2.1 without Camurus’ prior written consent, not to be unreasonably withheld, conditioned or delayed, except as follows. (a) Braeburn may grant sublicenses to the Camurus IP as required to make and conditions set forth have made the Product; (b) Braeburn may grant sublicenses or assign its rights to the Camurus IP to any of its Affiliates for so long as such entity remains an Affiliate of Braeburn; and (c) On a country-by-country and Product-by-Product basis following the filing of an NDA for that Product in the United States, Braeburn may grant one sublicense to the Camurus IP to a Third Party (who may not grant further sublicenses) in each country in the Licensed Territory to use, develop, make and have made, sell, offer for sale, import, market and promote such Product in the Licensed Field without Camurus’ prior written approval; provided, that in each such case, (i) Braeburn shall be liable to Camurus as if Braeburn is exercising such sublicensed rights itself under this Agreement, Licensee and its Affiliates (ii) the Sublicensee shall have the right not be permitted to grant further sublicenses without Camurus’ prior written consent, such consent not to Third Parties be CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. unreasonably withheld, conditioned or developdelayed, makeunless the Sublicensee is an Affiliate of Braeburn, use in which case the Sublicensee may sublicense any portion of its rights to another Affiliate of Braeburn without Camurus’ consent for so long as such entity remains an Affiliate of Braeburn, and Sell Licensed Products in the Territory and in the Field of Use provided that: a(iii) any sublicense granted Braeburn shall be ensure that each Sublicensee is subject to a written sublicense agreement between Licensee or its respective Affiliatesrequiring the Sublicensee to comply with confidentiality, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including paymentsindemnity, reporting, audit rights, access to data and inspectionsinformation (including to obtain rights to access and copy Development Data and regulatory filings from Sublicensees) and other restrictions of the rights granted by ATCC as well as diligence obligations at least equal to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of those set forth in this Agreement; and, e) Licensee identifies . Braeburn shall promptly provide notice to Camurus of any and all Sublicensees, including any Sublicensees of its Affiliates, sublicense granted pursuant to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have this Section 2.3. Any person or entity that receives a sublicense or is otherwise granted the right to sublicense promote and sell the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such Product as permitted hereunder is a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld“Sublicensee. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.”

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses under the rights and licenses granted under Section 2.1 through multiple tiers to (a) any Affiliates (for as long as such Person remains an Affiliate) without Mirati’s prior written consent but upon prompt written notice to Mirati, and (b) any Third Parties Party with respect to the Development, manufacture or develop, make, use and Sell Commercialization of the Compound or any Licensed Products in the Territory Field and in the Field Licensed Territory, in each case with prior written consent of Use provided that: aMirati (which shall not be unreasonably withheld, delayed or conditioned). Any and all such sublicenses shall be granted and governed by written agreements (each, a “Sublicense Agreement”) any sublicense granted and shall be subject to a written sublicense agreement between Licensee or its respective Affiliatesto, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable termsconsistent with, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement and shall include a provision that permits Licensee to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in be and remain responsible for ensuring its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture Sublicensees’ compliance with this Agreement and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC and remain liable for all obligations of its Related Parties in any breaches hereof by any such Sublicensee as though the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as were a breach by Licensee, [***]. If ATCC brings suit against [***] Licensee shall provide Mirati with a Related Party copy of each such Sublicense Agreement granted by Licensee to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or technical information to the extent not necessary for breach Mirati to confirm Licensee’s compliance with the terms of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith) within [***] of executing such Sublicense Agreement, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its AffiliatesEnglish translation, if applicable. Licensee shall, in each Sublicense Agreement, require its Sublicensee to provide the following to Mirati (or directly to Licensee): (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Filings and Regulatory Approvals Controlled by such Sublicensee, and (ii) the assignment of, or a freely sublicensable (through multiple tiers) exclusive license to, all intellectual property (including Know-How and Patents) Controlled by such Sublicensees regarding setting forth ATCC’s assurance Sublicensee that Covers the Compound and any Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of such Sublicensee during the ATCC’s agreement exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. For clarity, in the case of any subcontractor, this Section 2.2 shall not to require termination of the sublicenseapply but Section 2.8 shall apply.

Sublicenses. 3.1 Subject (i) TomoTherapy may grant written, nonexclusive sublicenses to third parties. Any agreement granting a sublicense shall state that the sublicense is subject to the termination of this Agreement and TomoTherapy shall incorporate relevant terms of this Agreement in the sublicense. TomoTherapy shall have the same responsibility for the activities of any sublicensee as if the activities were directly those of TomoTherapy. (ii) In respect to sublicenses granted by TomoTherapy under this Section 2B, TomoTherapy shall pay to W▇▇▇ [ * ] percent ([ * ]%) of all fees, royalties and conditions other payments received from such sublicense(s) in the manner specified in Section 3F. At a minimum, TomoTherapy shall require its sublicensee(s) to pay an upfront license fee of $[ * ] patent reimbursement of $[ * ] and minimum royalties of at least $[ * ] per year beginning three years from the date of the sublicense. In addition, TomoTherapy shall require sublicensees to pay royalties at a rate equal to or exceeding the rate set forth in Section 3D. TomoTherapy shall provide WARF with a copy of all sublicense agreements to Confidential treatment has been requested for portions of this Agreement, Licensee exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [ * ]. A complete version of this exhibit has been filed separately with the Securities and its Affiliates Exchange Commission. allow W▇▇▇ to verify the proper revenue sharing arrangement under such sublicense. W▇▇▇ shall have keep all such information confidential as provided under Section 14. TomoTherapy shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this Agreement without the express prior written permission of W▇▇▇. Any strategic partners of TomoTherapy who are not granted a right to grant sublicenses make or have made and sell Products under the Licensed Patents shall not be considered a sublicensee under this Agreement and shall not be subject to Third Parties income sharing under this Section 2B. Strategic partners of TomoTherapy who, in addition to funding Product development, are granted a right to make or develop, make, use have made and Sell Licensed sell Products in the Territory shall be considered sublicensees under this Section 2B and in the Field of Use provided that: a) any sublicense granted shall be subject to a written minimum fee and royalty requirements as set forth herein; however, W▇▇▇ shall not share in any fees for services provided by TomoTherapy or in any funding which TomoTherapy represents in good faith is not consideration for sublicense agreement between Licensee or its respective Affiliates, and the Sublicense;rights granted to such strategic partner. b(iii) ATCC is explicitly stated I Agreements with third parties which permit such written sublicense agreed as a third party beneficiary with respect to purchase Products from TomoTherapy and resell such Products shall be considered distribution agreements and not sublicense agreements subject to this Section 2B. Under any such distribution agreement; c) each Sublicense has agreed in , TomoTherapy shall pay royalties to W▇▇▇ on the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions sale of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing Products to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence third party in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee Section 3D and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC such agreements shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give subject to the Sublicensees that the subject Sublicensees shall not be terminated upon termination fee and royalty requirements of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseSection 2B(ii).

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates ESPERION shall have the right to grant sublicenses sublicense ----------- rights granted in Section 2. 1, subject to Third Parties or developMX's right to review and comment on the proposed sublicense as provided below. ESPERION shall provide a brief summary of the nature of the proposed sublicense and the name of such proposed sublicensee, makeexcept to the extent prohibited by the terms of any confidentiality agreement between ESPERION and such proposed sublicensee, use and Sell Licensed Products sufficient portions of the proposed sublicensing agreement to permit RNEX to evaluate whether the agreement contains covenants by the Sublicensee to observe and perform similar terms and conditions to those in the Territory UBC License Agreement and in the Field of Use provided that: athis Agreement. If INEX does not provide ESPERION with its comments within ten (IO) any sublicense granted calendar days after such request is given by ESPERION, INEX shall be subject deemed to have waived its right to review and comment. Within ten (IO) calendar days after execution of a written sublicense agreement between Licensee sublicensing agreement, ESPERION shall provide INEX with a copy thereof. Within thirty (30) calendar days after receiving such copy, INEX shall notify ESPERION, in express terms, of any deficiency or its respective Affiliates, and failure of the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense sublicensing agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) satisfy the terms and conditions of each the UBC License Agreement and this Agreement. The consent of UBC shall not be required. All sublicenses granted by ESPERION shall be personal to the sublicensee and shall not be assignable without the prior written consent of INEX, except as provided by this Section 2.4. Such sublicenses shall terminate upon the termination of ESPERION's rights granted herein unless events of default are cured by ESPERION or Sublicensee within sixty (60) days of notification by INEX of default and/or as provided by the terms of this Agreement. Each sublicense shall contain covenants by the Sublicensee to observe and perform similar terms and conditions to those in the UBC License Agreement and in this Agreement. INEX agrees that if ESPERION has provided to INEX notice that ESPERION has granted a sublicense to a Sublicensee under this Agreement, then in the event INEX terminates this Agreement for any reason provided hereafter, INEX shall provide to such agreement are consistent with and not Sublicensee written notice of such termination no less restrictive than sixty (60) days prior to the effective date of such termination. The Sublicensee may during such sixty (60) day period provide to INEX notice wherein the Sublicensee: (a) reaffirms the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except Agreement as it relates to the extent they are incorporated I rights the Licensed Products. Licensee Sublicensee has been granted under the sublicense; (b) agrees to abide by all of the terms and conditions of this Agreement applicable to Sublicensees and to discharge directly all pertinent obligations of ESPERION which ESPERION is obligated hereunder to discharge with respect to such sublicense; and (c) acknowledges that INEX shall have no right obligations to permit any the Sublicensee other than its obligations set forth in this Agreement with regard to further ESPERION. INEX agrees that upon such Sublicensee's notice and provided such Sublicensee is not in material breach of its sublicense, INEX shall grant to such Sublicensee license rights and terms equivalent to the sublicense any f the right rights and terms which ESPERION shall have granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheldSublicensee. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject The license granted pursuant to the terms Section 2.1(a)(i) and conditions set forth in this Agreement, Licensee and its Affiliates shall have (ii) includes the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products within the scope of such license solely as set forth in the Territory and in the Field of Use provided that: athis Section 2.1(b) any sublicense granted shall be subject pursuant to a written sublicense agreement (each a “Sublicense Agreement”) which will contain provisions consistent with the following: (i) Each Sublicense Agreement shall include this Agreement as an attachment after redaction of Sections 3.2, 3.3 and 3.4. (ii) Each Sublicense Agreement shall include a provision which reads as follows: “Sublicensee acknowledges that it has read the Pharma License Agreement entered into between Licensee or its respective Affiliates, Danisco US Inc. and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement Dyadic International Inc. and agrees to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions the provisions of the rights granted by ATCC such License Agreement as if it were a party to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this License Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 . For the avoidance of doubt, neither Licensee nor its Affiliates this includes the provisions of Section 10.7 regarding resolution of disputes.” (iii) Each Sublicense Agreement shall have include a provision which reads as follows: “Sublicensee agrees that Danisco US Inc. or any authorized assignee of Danisco US Inc. is an intended third party beneficiary to any Sublicense Agreement and shall be entitled to enforce the right to sublicense terms of this Agreement directly against Sublicensee.” (iv) Each Sublicense Agreement shall include a provision which reads as follows: “This Sublicense Agreement shall not be further sublicensed except that, as applicable, the ATCC MaterialC1 Strains, Progenythe Danisco Improved Strains, or Unmodified Derivatives except the Dyadic Know-How, the Dyadic Materials, Dyadic Patents, Danisco Know-How, the Genetic Tools and the Danisco Patents may be further sublicensed to the extent they are incorporated I necessary to Third Parties having no economic interest in the Pharmaceutical Product under development to provide contract research services or contract manufacturing services for a Licensed Products. Licensee shall Party, for a Sublicensee to exercise its ‘have no right made’ rights or, with respect to a Pharmaceutical Product, to grant limited sublicenses within multiple tiers of Sublicensee Affiliates or Third Parties solely to permit any manufacturing, distributing or marketing such Pharmaceutical Product on behalf of such Sublicensee to further sublicense any f under terms no less restrictive than the right granted to Licensee hereunder, unless ATCC, terms set forth in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to Section 2.2 of the manufacture Pharma License Agreement entered into between Danisco US Inc. and Sales Dyadic International Inc. ” During January of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in each year during the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach Term of this Agreement, Licensee Dyadic shall pay all reasonable costs incurred notify Danisco in connection therewithwriting of the identity and address of each active Sublicensee, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and when publicly available, shall promptly provide ATCC with written notification report to a designated risk manager at Danisco or an Affiliate of said termination. 3.4 Licensee Danisco, who shall notify ATCC not share the information except as needed to assess and manage risk, the identity and proposed indication of each sublicense granted hereunder and shall provide ATCC with a complete copy the Pharmaceutical Product that is the subject of each sublicense within thirty (30 days of issuance of the Sublicense. All such sublicense. Any such sublicense disclosures shall be deemed to be Dyadic Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderInformation. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject (i) Any sublicense agreement(s) entered into under Section 2.4 of this Agreement for the purpose of the development and commercialization of any drug or products (each, a “Sublicense”) in effect as of the effective date of termination of this Agreement shall terminate (the “Termination Date”), and such Sublicensee shall, at its option by providing written notice of its election to do so within forty-five (45) days following the terms Termination Date, be a direct licensee under and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement as if a signatory hereto, provided that: (i) the payment terms of the direct license will be those of this Agreement; and, e(ii) Licensee identifies the Sublicensee is in good standing with respect to the Sublicense and was not itself the cause of the termination of this Agreement; (iii) the rights granted to the Sublicensee shall be subject to the field restrictions and other limitations under the Sublicense as if fully set forth herein; (iv) Enumeral and Sublicensee shall negotiate in good faith regarding the choice of law jurisdiction for such direct license; (v) any diligence requirements on the part of such Sublicensee for the development of any product under the Sublicense Agreement shall continue in addition to any diligence requirements under this Agreement; (vi) such Sublicensee has expressly agreed to abide by this provision and all Sublicenseesassume the obligations under this Agreement; and (vii) such direct license between Enumeral and the Sublicensee shall not place any additional obligations or restrictions (including but not limited to representations, including warranties, or liabilities) on Enumeral that are not included in this Agreement or that are beyond Enumeral’s obligations under this Agreement without the prior written consent of Enumeral. By accepting such direct license, such Sublicensee releases Enumeral from any Sublicensees of its Affiliates, to ATCCclaim or liability whether actual or contingent under any agreement with Pieris. 3.2 For (ii) In the avoidance event that a Sublicense of doubtany license granted to Pieris under this Agreement is terminated or rejected by or on behalf of Pieris under the applicable provisions of any bankruptcy laws and Sublicensee is unable to make an election thereunder to continue the Sublicense, neither Licensee nor its Affiliates then Enumeral hereby grants a direct license to Sublicensee under the terms of Section 9.5(b)(i) above, without any further action of Pieris, provided that such action is not blocked or objected to in bankruptcy court, and further provided that this Agreement is concurrently terminated in such bankruptcy action (or, if the Agreement is not so terminated, Pieris hereby waives any restrictions to the contrary in the Agreement in order to permit such direct license). (iii) The Parties further acknowledge and agree that any such Sublicensee shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except be a third party beneficiary of this Agreement to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary required to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseSection 9.5(b).

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to Protiva may grant sublicenses of its licenses to Monsanto Improvements or Joint Project Intellectual Property in the Protiva Field to Third Parties or developfor the purposes for which such licenses are granted to Protiva; provided, makehowever, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) that any sublicense granted by Protiva shall be subject and subordinate to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement; and, e) Licensee identifies . Protiva shall assume full responsibility for it sublicensees’ performance of all obligations and observance of all terms in this Agreement applicable to the licenses granted to Protiva and to Confidential Information of Monsanto. If Protiva becomes aware of a material breach of any sublicense by its sublicensee, Protiva shall promptly notify Monsanto of the particulars of same and take all Sublicenseesreasonable efforts to enforce the terms of such sublicense. Any agreement between Protiva and its sublicensee shall provide that such sublicensee may only use the Confidential Information of Monsanto in accordance with terms of this Agreement applicable to Protiva’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in ARTICLE 5, and Monsanto shall be an express third party beneficiary of such agreement, including any Sublicensees provisions related to use and disclosure of its AffiliatesConfidential Information. Protiva shall notify Monsanto within thirty (30) days after execution of a sublicense entered into hereunder and provide a copy of the fully executed sublicense agreement to Monsanto within the same time, which shall be treated as Confidential Information of such other Party under ARTICLE 5. Subject to ATCC. 3.2 For the avoidance foregoing provisions of doubtthis Section 4.3, neither Licensee nor its Affiliates sublicensees shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense Monsanto Improvements or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties Joint Project Intellectual Property in the same fashion and Protiva Field to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationThird Parties. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject 4.1 CHARAK grants to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have ROCKWELL the right to grant sublicenses sublicense through one or more SUBLICENSEES its rights under Section 3.1 to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use THIRD PARTIES provided that: (a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC ROCKWELL notifies CHARAK of each sublicense granted hereunder and shall provide ATCC with provides CHARAK a complete full unredacted copy of each such sublicense agreement (which shall include any and all agreements signed with the SUBLICENSEE reflecting any consideration associated with the LICENSED PRODUCTS) within thirty (30 30) days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder.execution; 3.5 (b) Upon expiration or termination of this Agreement entire AGREEMENT for any reason, all sublicenses that are granted by ROCKWELL pursuant to rights granted this AGREEMENT and where the SUBLICENSEE is in compliance with its respective sublicense agreements of the date of such termination will remain in effect and shall be assigned to the Licensee and its Affiliates hereunderCHARAK, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall except that CHARAK will not be bound to perform any duties under an assigned or obligations set forth in any such sublicenses that extend beyond the duties and obligations of CHARAK set forth in this AGREEMENT, and ROCKWELL shall cause the completion of assignment in favor of CHARAK if and as may be required by CHARAK on the aforesaid basis within thirty (30) days of demand by CHARAK; and (c) That any sublicense beyond ATCC’s duties under granted by ROCKWELL shall be contingent upon the TERM of this AgreementAGREEMENT and shall be consistent with (for example with respect to record keeping in Article 7 and the definition of NET SALES) and shall not exceed the scope of this AGREEMENT in any manner. Upon Licensee’s requestFor clarity, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of extent there is an inconsistency between any sublicense and this Agreement, To this Agreement shall take precedence and control. 4.2 Notwithstanding the extent that ATCC is willing right to give such assurancessublicense set forth in Section 4.1, ATCC agrees that it shall enter into a written agreement with Licensee ROCKWELL affirmatively covenants not directly or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not indirectly grant or purport to require termination grant any sublicense to any THIRD PARTY in which ROCKWELL has an ownership or financial interest without full disclosure to CHARAK of the sublicensenature of such interests.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates 7.1. LICENSEE shall have the right to sublicense the ATCC Materialrights granted to it under this AGREEMENT in the TERRITORY, Progenyincluding through multiple tiers, (a) to an AFFILIATE of LICENSEE or Unmodified Derivatives except a QUALIFIED SUBLICENSEE without the prior written consent of YALE, and (b) to any other third party with the prior written consent of YALE (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, a QUALIFIED SUBLICENSEE may further sublicense such rights in accordance with the preceding sentence as if it were the LICENSEE. 7.2. Any sublicense granted by LICENSEE (or a QUALIFIED SUBLICENSEE) shall include substantially similar definitions and provisions as this AGREEMENT, and such other provisions as are reasonably necessary to enable LICENSEE to provide YALE the protections and benefits contemplated herein. Subject to redaction of any competitively sensitive information required under applicable confidentiality obligations, to the extent they are incorporated I the Licensed Products. Licensee shall have no right that such information is not required to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunderdemonstrate compliance with this AGREEMENT, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement LICENSEE will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC YALE with a complete copy of each sublicense within thirty agreement (30 days and all amendments thereto) promptly after execution; provided, further, that in the case where YALE reasonably requests that information be un-redacted in order for YALE to determine compliance with this AGREEMENT, LICENSEE shall provide YALE such information or allow for such information to be reviewed by an independent reviewer (selected by YALE and reasonably acceptable to LICENSEE, such acceptance not to be unreasonably withheld, conditioned or delayed) on behalf of issuance of YALE, subject to a confidentiality agreement between LICENSEE and such independent reviewer. LICENSEE (and each QUALIFIED SUBLICENSEE) shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE anywhere in the world or materially assists another party in bringing a PATENT CHALLENGE anywhere in the world (except as required under a court order or subpoena) then LICENSEE shall immediately terminate the sublicense. Any LICENSEE shall remain responsible for the performance of all SUBLICENSEES under any such sublicense as if such performance were carried out by LICENSEE itself, including, without limitation, the payment of any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to be paid by the SUBLICENSEE directly to YALE. A material breach of this provision shall be deemed Confidential Information constitute a material breach of Licensee and ATCC this AGREEMENT that is subject to Article 13.1(b). 7.3. For clarity, LICENSEE shall maintain such Confidential Information in confidence pay royalties to YALE on NET SALES of SUBLICENSEES in accordance with Article 13, except this AGREEMENT based on the same royalty rate as may be necessary apply to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee NET SALES by LICENSEE and its Affiliates hereunderAFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to LICENSEE under a sublicense agreement. In addition, LICENSEE shall automatically terminate, unless ATCC, at its pay to YALE a percentage of all SUBLICENSE INCOME not included in the calculation of EARNED ROYALTIES as follows: [***] [***] 7.4. LICENSEE agrees that it has sole discretion, agrees in writing responsibility to an assignment promptly: (a) provide YALE with a copy of any amendments to ATCC sublicenses granted by LICENSEE under this AGREEMENT and to notify YALE of termination of any sublicense; and (b) summarize and deliver copies of all reports provided to LICENSEE by SUBLICENSEES, ATCC shall not be bound subject to redaction of any duties competitively sensitive information required under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees applicable confidentiality obligations to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC such information is willing not required to give demonstrate compliance with this AGREEMENT; provided, further, that in the case where YALE reasonably requests that information be un-redacted in order for YALE to determine compliance with this AGREEMENT, LICENSEE shall provide YALE such assurancesinformation or allow for such information to be reviewed by an independent reviewer (selected by YALE and reasonably acceptable to LICENSEE, ATCC agrees that it shall enter into such acceptance not to be unreasonably withheld, conditioned or delayed) on behalf of YALE, subject to a written confidentiality agreement with Licensee or its Affiliates, if applicable, between LICENSEE and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseindependent reviewer.

Sublicenses. 3.1 Subject The licenses granted to AstraZeneca under Section 2.1 are sublicensable only in connection with a sublicense of rights to a Lead Compound or Product to any Affiliate of AstraZeneca or to any Third Party, in each case solely to Exploit Lead Compound or Product in the Product Field in accordance with the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicenseesprovided, including any Sublicensees of its Affiliateshowever, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates that AstraZeneca shall not have the right to sublicense any rights under this Agreement to any Regulus Competitor except with the ATCC Materialprior written consent of Regulus, Progeny, or Unmodified Derivatives except not to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee . Any sublicense shall be responsible to ATCC for all obligations in writing and, with the exception of its Related Parties in the financial terms, on substantially the same fashion and terms as this Agreement (including with regard to the full extent obligation to comply with the Existing Regulus Agreements), except that Licensee the sublicensee shall not have the right to further sublicense. Where AstraZeneca grants a sublicense to a Person that is obligated to ATCC hereunder. A breach not an Affiliate of this Agreement by any Related Party will AstraZeneca and such Person is not a Distributor, such Person shall be treated as a breach by Licensee. If ATCC brings suit against a Related Party “Sublicensee” for breach the purposes of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event AstraZeneca grants a sublicense to an Affiliate of AstraZeneca, the terms of this Agreement shall be applicable to such Affiliate to the same extent as a Sublicensee, except that AstraZeneca shall not be obligated to provide notice to Regulus of the grant of a sublicense to an uncured Affiliate of AstraZeneca, nor shall AstraZeneca be obligated to provide to Regulus a copy of a sublicense to such Affiliate in each case pursuant to the last sentence of this Section 2.2. AstraZeneca shall be responsible for the acts or omissions of its Sublicensees and Affiliates in exercising rights under the sublicenses which would constitute a breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and hereunder. AstraZeneca shall provide ATCC written notice to Regulus within 30 Business Days after execution of any sublicense with a Third Party (or such reasonable shorter period as is required under an agreement to which Regulus is a party, provided that Regulus provides notice to AstraZeneca of such shorter time period) and, within 30 Business Days after receipt of a request from Regulus (or such reasonable shorter period as is required under an agreement to which Regulus is a party, provided that Regulus provides notice to AstraZeneca of such shorter time period), AstraZeneca shall provide Regulus with a full and complete copy of each any sublicense within thirty requested (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as provided that AstraZeneca may be redact any confidential information contained therein that is not necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses disclose to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under ensure compliance with this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense).

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates (a) COMPANY shall have the right to grant sublicenses of its rights under Section 2.1 through multiple tiers subject to Third Parties this Section 2.3(a), and provided that, notwithstanding the foregoing, if COMPANY becomes a non-exclusive licensee under any PATENT RIGHT in any country pursuant to Section 6.1, or developan amendment to this Agreement, makethen COMPANY shall no longer have the right to grant sublicenses under such PATENT RIGHT in such country. In any sublicense agreement with a SUBLICENSEE, use COMPANY may grant to such SUBLICENSEE the right to grant further sublicenses of the PATENT RIGHTS sublicensed by COMPANY to SUBLICENSEE (“SUBLICENSEE SUBLICENSED RIGHTS”) on the following terms and Sell Licensed Products conditions: (i) Each person or entity that has been granted a sublicense of the SUBLICENSEE SUBLICENSED RIGHTS, a “SUBLICENSEE SUBLICENSED PARTY,” shall be considered a “SUBLICENSEE” for the purposes of this Agreement. (ii) Any consideration that COMPANY or an AFFILIATE receives from a SUBLICENSEE in consideration of the sublicense of the licenses and rights granted COMPANY and AFFILIATES under Section 2.1, including without limitation in connection with the sublicense of such rights to a SUBLICENSEE SUBLICENSED PARTY, shall be considered SUBLICENSE INCOME hereunder to the extent described in the Territory definition of such term. (iii) Any agreement pursuant to which a SUBLICENSEE grants a sublicense of the SUBLICENSEE SUBLICENSED RIGHTS (a “SUBLICENSEE SUBLICENSE AGREEMENT”) shall satisfy the requirements of this Section 2.3(a); notwithstanding and in without limiting the Field of Use provided that:foregoing, any SUBLICENSEE SUBLICENSE AGREEMENT shall include terms that are sufficient to enable COMPANY to comply with this Agreement. a(iv) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective AffiliatesCOMPANY shall, and ensures that SUBLICENSEE shall (I) furnish M.I.T. with a fully signed copy of any SUBLICENSEE SUBLICENSE AGREEMENT promptly after it is executed, which agreement may be redacted solely to preserve any confidential information of the Sublicense; bparties thereto, and to the extent that it does not impair M.I.T.’s ability to ensure compliance with this Agreement, and (II) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary deliver to M.I.T. reports containing the information described in Article 5 with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the SUBLICENSEE SUBLICENSED PARTY. COMPANY shall incorporate terms and conditions of each such agreement are consistent into its sublicense agreements sufficient to enable COMPANY to comply with and not less restrictive than the terms and conditions of this Agreement; and, e. If COMPANY is no longer the exclusive licensee of any PATENT RIGHT(S) Licensee identifies in the FIELD or in any subset of the FIELD (e.g., if M.I.T. grants a license to a third party under the PATENT RIGHTS pursuant to Section 3.1(g)), then any exclusivity granted by COMPANY under its sublicense agreements with respect to such PATENT RIGHT(S) in the FIELD or in any such subset of the FIELD, as applicable, shall expire and such sublicenses to such PATENT RIGHTS shall become non-exclusive. COMPANY shall also include provisions in all Sublicenseessublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY shall not structure sublicensing arrangements for the PATENT RIGHTS, either alone or in connection with other assets (e.g., technology and/or intellectual property rights) owned or controlled by COMPANY and/or an AFFILIATE in a single transaction or series of related transactions, in order to minimize or avoid payments to MIT for SUBLICENSE INCOME sharing under this Agreement. In the event that non-monetary consideration is received for any sublicense of the PATENT RIGHTS, SUBLICENSE INCOME shall be calculated based on the fair market value of such non-monetary consideration, including all elements of such consideration. The fair market value of any Sublicensees non-monetary consideration received by COMPANY in consideration of its Affiliatesany sublicense hereunder shall be determined in good faith by the Board of Directors of COMPANY and COMPANY shall provide M.I.T. with a summary of the analysis used to determine such fair market value; provided, however, if M.I.T. reasonably and in good faith disputes such fair market value as determined by the Board of Directors of COMPANY, the parties shall promptly meet to ATCC. 3.2 discuss in good faith M.I.T.’s concerns, and if the parties cannot come to a resolution, shall submit the matter to a mutually agreeable independent valuation firm for a binding determination of valuation. The parties shall share equally the reasonable costs and fees of such firm in connection with such determination. For the avoidance of doubt, neither Licensee nor its Affiliates shall have (1) customary grant-back licenses and/or assignments of intellectual property with respect to improvements to the technology covered by the PATENT RIGHTS or the right to sublicense the ATCC Materialmarket and sell LICENSED PRODUCTS and/or LICENSED PROCESSES (e.g., Progeny, co-promotion rights) and (2) diligence or Unmodified Derivatives except other customary obligations from any SUBLICENSEE to the extent they are incorporated I the Licensed Products. Licensee COMPANY shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such not be considered non-monetary consideration for a sublicense of the PATENT RIGHTS if such rights or unless such further sublicense is restricted obligations are granted or owed by a SUBLICENSEE to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred COMPANY in connection therewithwith reasonable, including without limitation attorney’s fees and disbursementsbona fide monetary consideration or securities in consideration of the grant of the sublicense agreement. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and COMPANY shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC furnish M.I.T. with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee agreement and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13any subsequent amendments thereof, except as which agreement may be necessary redacted solely to enforce its rights hereunder. 3.5 Upon expiration or termination preserve any confidential information of this Agreement for any reasonthe parties thereto, all sublicenses and to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing it does not impair M.I.T.’s ability to give such assurances, ATCC agrees that it shall enter into a written agreement ensure compliance with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensethis Agreement.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates Horizon shall have the right to grant sublicenses to Third Parties (or developfurther rights of reference and use) under the licenses and rights of reference and use granted in Section 2.1, make, use and Sell Licensed Products in the Territory and in the Field through multiple tiers of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective AffiliatesSublicensees, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates AstraZeneca shall have the right to grant sublicenses (or further rights of reference and use) under the licenses and rights of reference and use granted in Section 2.3, through multiple tiers of Sublicensees; provided, however, that any such sublicense granted by Horizon with respect to any Manufacturing Technology related to Esomeprazole under Section 2.1.2 or Section 2.1.3 shall be subject to AstraZeneca’s prior written consent, which consent may be granted or withheld in its sole discretion; provided, further, that AstraZeneca shall not condition, withhold or delay its consent to any such sublicense to be granted by Horizon or any of its Affiliates to any Third Party if, at the ATCC Materialtime of such proposed sublicense, Progenysuch Third Party is supplying Esomeprazole to AstraZeneca or any of its Affiliates or any of its or their respective licensees or sublicensees. Notwithstanding the foregoing, AstraZeneca acknowledges and agrees that Horizon intends to grant [...***...] a non-exclusive, sublicense (or further rights of reference and use) under the licenses and rights of reference and use granted in Section 2.1.2 or 2.1.3 solely for the purposes of [...***...] supplying Esomeprazole to Horizon for use in the Manufacture of the Product for Exploitation in the Horizon Territory, and AstraZeneca hereby consents to such sublicense. AstraZeneca agrees that neither AstraZeneca nor any of its Affiliates shall claim (or assist a Third Party in claiming) that the further formulation or other processing of Esomeprazole by or on behalf of Horizon or its Affiliates or any Sublicensee in connection with the Manufacture of the Product or any Other Product in the Horizon Territory or in the AstraZeneca Territory but solely for the exportation and use of such Product or Other Product in accordance with this Agreement, infringes or misappropriates any Patent Rights, information, data or know-how that are part of the Manufacturing Technology and that Horizon or its Affiliates or any Sublicensee shall have the right to formulate or otherwise process, or Unmodified Derivatives have a Third Party formulate or otherwise process on their behalf, any Esomeprazole from [...***...] or any other Third Party to whom Horizon or any of its Affiliates grants a sublicense to any Manufacturing Technology related to Esomeprazole with AstraZeneca’s consent in connection with the Manufacture of the Product or any Other Product in the Horizon Territory or in the AstraZeneca Territory but solely for the exportation and use of such Product or Other Product in accordance with this Agreement. Further, if AstraZeneca or any of its Affiliates assigns or transfers any Patent Rights that are part of the Manufacturing Technology, AstraZeneca or such Affiliate shall cause such assignee or transferee to be bound by the covenant set forth in the immediately foregoing sentence. Each Party granting a sublicense pursuant to this Section 2.2 shall (a) remain jointly and severally liable for the performance or non-performance of any such Sublicensee, and (b) provide to the other Party within 14 days after execution by the parties thereto a written notice setting forth in reasonable detail the nature of such sublicense and the identity of the Sublicensee, which written notice shall include a copy of such executed sublicense agreement; provided that the financial terms and any other commercially sensitive terms of any such sublicense agreement may be redacted to the extent not pertinent to an understanding of either Party’s obligations or benefits under this Agreement. The grant of any such sublicense shall not relieve the sublicensing Party of its obligations under this Agreement, except to the extent they such obligations are incorporated I the Licensed Productsperformed by any such Affiliate or Sublicensee. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted Notwithstanding anything to the manufacture and Sales of Licensed Productscontrary herein, such agreement will not be unreasonably withheld. 3.3 Licensee neither Party shall be responsible to ATCC or liable for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorneyother Party’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates’ (or their respective sub-sublicensees’) performance or exercise of any sublicense granted by the first Party to such other Party or its Affiliates under Section 2.1 or Section 2.3, if as applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: (a) any The Licensee may, without the consent of Canopy or either Licensor, sublicense granted shall be subject use of the Trademarks, Systems and/or Intellectual Property to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense;. (b) ATCC is explicitly stated I such The Licensee may, with the prior written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable termsconsent of Canopy, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates which consent shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld, sublicense use of the Trademarks, Systems and/or Intellectual Property to any Person other than its Affiliates (the “Identified Sublicensee”). For greater certainty, Canopy’s consent shall not be considered to be unreasonably withheld in the event that the proposed sublicensee does not meet the Licensing Criteria. [COMMERCIALLY SENSITIVE INFORMATION REDACTED]. 3.3 (c) As of the earlier of the Triggering Event Date (as defined in the Arrangement Agreement) and the date that the Purchaser Call Option (as defined in the Arrangement Agreement) may be exercised by Canopy, and at any time thereafter, the Licensee shall [COMMERCIALLY SENSITIVE INFORMATION REDACTED]. (d) Any sublicense granted under this Amended & Restated Agreement shall be in writing with a copy provided to Canopy. Any sublicense granted under this Amended & Restated Agreement pursuant to Section 5(b) or Section 5(c) shall be provided to Canopy at least five (5) Business Days prior to execution by the Licensee. The Licensee shall ensure that any sublicensees comply with their obligations under this Amended & Restated Agreement as if the sublicensees were themselves the Licensee; provided, however, that if any sublicensee is a Proposed Licensee pursuant to Section 5(c), the Licensee shall be responsible to ATCC indemnified by Canopy for all obligations the reasonable and documented costs and expenses of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated external legal counsel incurred as a breach result of, or arising from, any claim or demand brought or threatened by Licensee. If ATCC brings suit [COMMERCIALLY SENSITIVE INFORMATION REDACTED] against a Related Party for breach of this Agreement, the Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary pursuant to enforce its rights hereunderSection 5(c). 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject Licensee shall have the right to grant written Sublicenses under its respective rights and licenses granted herein as follows: a. to its Affiliates with the right for such Affiliates to grant subsequent Sublicenses through multiple tiers to other Affiliates (each, a “sub sublicense”) without IPI’s prior written consent; and further including the right for each such Affiliate to grant a sub sublicense to a non-Affiliate third party without IPI’s prior written consent provided that any further sub sublicensing by such third party would require IPI’s prior written consent, such consent not to be unreasonably withheld or delayed; and b. to non-Affiliate third parties directly, provided that any further sub sublicensing by such third party would require IPI’s prior written consent, such consent not to be unreasonably withheld or delayed. c. All sublicenses and sub-sublicenses must contain terms and conditions no less restrictive than, no less protective of IPI’s rights than, and consistent with those set forth in this Agreement, Licensee and its Affiliates shall have state that the right to grant sublicenses to Third Parties sublicense (or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: asub sublicense) any sublicense granted shall be is subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To and shall name IPI a third-party beneficiary of such terms and conditions. d. No sublicense or sub sublicense shall purport to grant any rights that extend beyond the scope of rights granted to Licensee under this Agreement. e. Licensee will provide written notice to IPI identifying a prospective sublicensee at least [***] prior to execution of any sublicense or sub sublicense or amendment thereto, and will furnish to IPI a true and complete copy of each executed sublicense and sub sublicense, and each amendment thereto; f. No sublicense or sub sublicense shall relieve Licensee of any of its obligations hereunder, Licensee shall be responsible for the conduct of its sub licensees or sub-sublicensees and their compliance with the terms of the sublicense or sub sublicense; and any act or omission of a sublicensee or sub sublicensee which would be a breach of this Agreement if performed by Licensee shall be deemed a breach hereof; and g. Each sublicense or sub sublicense may provide that the sublicensee can request, upon a showing of need, the right to grant further nonexclusive sub licenses through tiers (sub-sublicenses), and IPI will not unreasonably withhold its consent to any such request, presented by Licensee on behalf of its sublicensees, so long as a commercially reasonable need is demonstrated, each sub-sublicense complies with all terms of this Agreement applicable to sublicenses, and each sub sublicensee executes and returns to IPI a copy of a sublicensing acknowledgment letter. In addition, each sublicense shall provide that in the event this Agreement terminates, the sublicense will, at IPI’s written election, either terminate or continue in full force and effect pursuant to Section 9.4 as a direct license; and h. Licensee shall promptly provide IPI with the name, contact information, and address of each sublicensee, as well as information regarding the number of full-time employees of each such sublicensee to allow IPI to determine whether it can maintain its small entity filing status for patent prosecution and maintenance purposes. Thereafter, Licensee shall provide IPI, through its regular reports under Section 3 3, a summary of the business and activities of each sublicensee and containing sufficient details regarding the sublicensees’ business relating to the Licensed Patents to assess when, whether, and the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or which each sublicensee may be practicing its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensesublicensed rights.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates Sionna shall have the right to grant sublicenses and further sublicenses (through multiple tiers) under the license and sublicenses granted in Section 2.1 to its Affiliates and Third Parties under the Licensed IP to Exploit the Licensed Compounds or develop, make, use and Sell Licensed Products in the Territory and Field in the Field of Use Territory; provided that: that any such sublicenses shall be (a) any sublicense granted shall be (i) prior to a Change of Control of Sionna, subject to AbbVie’s prior review and written consent for Third Parties only (and not Affiliates) if such Third Party is not an Authorized Sublicensee (for which no consent is required), which consent shall not be unreasonably withheld, conditioned or delayed and such consent or election to not provide consent shall in no event be delayed beyond [***] days after written notice of such request has been received by ▇▇▇▇▇▇; provided for clarity, in the event that AbbVie fails to provide either its consent or election to not provide consent prior to the expiration of such [***] day period, AbbVie will be deemed to have given its consent to sublicensing by ▇▇▇▇▇▇ as required by this Section 2.2, or (ii) after a Change of Control of Sionna, without AbbVie’s prior review and written sublicense agreement between Licensee or its respective Affiliatesconsent, and the Sublicense; (b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any Agreement and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except Galapagos Agreement to the extent they are incorporated I applicable to the Licensed Productssublicense. Licensee Sionna shall have no right to permit any cause each Sublicensee to further sublicense any f comply with the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture applicable terms and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach conditions of this Agreement by any Related Party and the Galapagos Agreement. Sionna will continue to be responsible for full performance of its obligations under this Agreement and will be treated responsible for all actions of any of its sublicensees (including Sublicensees) as if such sublicensee were ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. A copy of any sublicense agreement with a breach Third Party executed by Licensee. If ATCC brings suit against a Related Party Sionna (subject to confidentiality obligations and reasonable redaction of terms not necessary for breach of AbbVie to confirm compliance with this Agreement) shall be provided to AbbVie within [***] days after its execution. As used herein, Licensee an “Authorized Sublicense” shall pay all reasonable costs incurred in connection therewithmean (A) [***], including without limitation attorney’s fees and disbursements. In the event of an uncured breach by or (B) any Sublicensee then Licensee shall terminate such sublicense Third Party contract research organization, contract manufacturing organization or other agreement with Licensee’s Sublicensee fee-for-service company that provides Manufacturing, Development and shall promptly provide ATCC with written notification of said terminationCommercialization services for the Licensed Compound or Licensed Product. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of sublicensees, under the licenses and rights of reference granted in Section 2.1, to Third Parties its Affiliates and Sublicensees; provided that any such sublicenses granted to Sublicensees shall be (i) subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or developdelayed, make, use and Sell Licensed Products except Licensee may grant a sublicense to an Affiliate with notice but without consent; provided that in the Territory event a sublicensed Affiliate ceases to be an Affiliate of Licensee, then such Affiliate shall thereafter be deemed to be a Sublicensee and in Licensee shall deliver a copy of the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written applicable sublicense agreement to AstraZeneca within [***] ([***]) [***] of such Sublicensee ceasing to be bound by all applicable terms, conditions, obligations an Affiliate of Licensee; and (including payments, reportingii) consistent with, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than expressly made subject to, the terms and conditions of this Agreement; and, e. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement, as if such Sublicensee were a Party to this Agreement. Licensee hereby (x) Licensee identifies any and all Sublicensees, including any Sublicensees guarantees the performance of its AffiliatesAffiliates and permitted Sublicensees that are sublicensed as permitted herein and the grant of any such sublicense shall not relieve Licensee of its obligations under this Agreement, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit satisfactorily performed by such Sublicensee and (y) waives any requirement that AstraZeneca exhaust any right, power or remedy, or proceed against any Sublicensee for any obligation or performance under this Agreement prior to further proceeding directly against Licensee. A copy of any sublicense agreement executed by Licensee to a Sublicensee shall be provided to AstraZeneca within [***] ([***]) [***] after its execution; provided that the financial terms of any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted agreement to the manufacture and Sales extent not pertinent to an understanding of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all a Party’s obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of or benefits under this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderredacted. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject Prior to the terms [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 (i) to Affiliates to Develop, Manufacture and conditions set forth Commercialize Licensed Products and (ii) to Third Party contractors engaged in the Development, Manufacture or Commercialization of Licensed Products on behalf of Licensee solely to assist Licensee to perform its obligations under this Agreement. In addition, on or after the [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 to Third Parties to Manufacture, Develop and its Affiliates shall have the Commercialize Licensed Products and Licensee’s right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall not be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 restricted. For the avoidance of doubt, neither Licensee nor its Affiliates shall have nothing in this Section 6.3 limits the right of Licensee to sublicense the ATCC Material, Progeny, sell Licensed Products through any distributors or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productssub-distributors of its choice in carrying out its Commercialization activities under this Agreement. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees inform POZEN in writing of each sublicense granted pursuant to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 this Section 6.3. Licensee shall be responsible to ATCC remain liable for all obligations the performance of its Related Parties in the same fashion obligations under this Agreement, and to the full extent any actions of a Sublicensee shall be considered actions of Licensee, and any act or omission of a Sublicensee that Licensee is obligated to ATCC hereunder. A would be a breach of this Agreement if such act or omission had been taken or made by Licensee, shall be deemed a breach of this Agreement by Licensee. Subject to the restrictions set forth in this Section 6.3, any Related Third Party will be treated that has been appointed as a breach by LicenseeSublicensee shall be entitled to all of the rights, and be subject to all of the obligations, under this Agreement which are applicable to Sublicensees. If ATCC brings suit against a Related Party for breach of Notwithstanding anything to the contrary in this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound obligated to obtain any right, title or interest to any duties under an assigned sublicense beyond ATCC’s duties Inventions, Joint Inventions or Licensed Product Improvements developed or conceived by or with any of its Sublicensees from any such Sublicensee to satisfy any obligation to POZEN under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to LICENSEE may grant sublicenses under the rights granted to Third Parties LICENSEE under Section 3.1 (each, a “Sublicense”) consistent with the requirements of this Section without the consent of METHODIST and otherwise only with the consent of METHODIST, not to be unreasonably withheld, conditioned or developdelayed. LICENSEE is responsible for the operations of its Sublicensee(s) relevant to this Agreement as if the operations were carried out by LICENSEE, makeincluding, use whether or not paid to LICENSEE by a Sublicensee, (a) the milestone payments for milestone events identified in Part II of Attachment B, achieved by Sublicensees and Sell Licensed Products in (b) payment of royalties on Sublicensing Revenues by the Territory and in the Field Sublicensee(s). Each Sublicense granted without consent of Use provided thatMETHODIST must: (a) Be in writing if granted to any sublicense granted shall be subject to a written sublicense agreement between Licensee person or its respective Affiliates, and the Sublicenseentity that is not an Affiliate of LICENSEE; (b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions Be of no greater scope than scope of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights LICENSEE in Section 3.1 and interestsbe subject to the Retained Rights and the limitations in Sections 3.2 and 3.3 and 3.6; (c) Require the Sublicensee to notify LICENSEE if Sublicensee achieves any milestone events identified in Part II of Attachment B and to issue reports to LICENSEE on Sales of Licensed Products or Licensed Services sufficient to permit LICENSEE to report on and pay the amount of royalties due thereon to METHODIST in a timely manner, including the ability to share such reports with METHODIST as provided in Section 4.5; (d) Require the terms and conditions Sublicensee to pay to LICENSEE twice the amount of each such agreement are royalty due from Sublicensee to LICENSEE if the Sublicensee takes any of the actions described in Section 4.3; (e) Require Sublicensee to maintain the confidentiality of the Confidential Information of METHODIST consistent with the obligations of LICENSEE under Article 8; (f) Require Sublicensee to indemnify, defend and not less restrictive than hold harmless METHODIST as if the terms and conditions Sublicensee were LICENSEE under Article 7.1; (g) Include audit rights by LICENSEE at least as extensive as those set forth in Section 4.4, which METHODIST may require LICENSEE to invoke to cause an audit of this AgreementSublicensee; (h) Permit LICENSEE to provide to METHODIST copies of the transaction documents contemplated in Section 4.7; (i) Prohibit the Sublicensee from assigning any of the rights sublicensed to Sublicensee without consent of LICENSEE, except to Affiliates of Sublicensee; and, e(j) Licensee identifies any and all Sublicensees, including any Sublicensees Name METHODIST as a third-party beneficiary of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have rights described in foregoing clauses (c) through (i) with the right to sublicense enforce such provisions directly against the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheldSublicensee. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject Section 3.01 Licensor hereby grants to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses sublicense any or all of its licensed rights to Third Parties or develop, make, use and Sell under the Licensed Products IP in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary accordance with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) . Subject to the provisions of this Article III, the granting of such sublicenses shall be at Licensee’s sole and exclusive discretion and Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right sole and exclusive power to sublicense determine the ATCC Material, Progeny, or Unmodified Derivatives except to identity of any sublicensee and the extent they are incorporated I terms and conditions of the Licensed Productssublicense. Section 3.02 All sublicenses must be in a written agreement. Licensee shall have no right provide to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunderLicensor a true, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture correct and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense agreement entered into by Licensee, and any modification or termination thereof, within thirty ten (30 days 10) Business Days following such execution, modification or termination. Section 3.03 No sublicense of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information any Licensed IP granted by Licensee, an Affiliate of Licensee or any other sublicensee shall exceed the scope of rights granted to Licensee hereunder. Section 3.04 Licensee shall require that all sublicense agreements granted by it, an Affiliate of Licensee or any other sublicensee must: (a) include an agreement by the sublicensee to be bound by the terms and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary conditions of this License Agreement; (b) include Licensor’s right to enforce its rights hereunder. 3.5 Upon expiration or termination in the Licensed IP; (c) provide that the term of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC sublicense thereunder shall not be bound extend beyond the Term; and (d) indicate that Licensor is a third party beneficiary and entitled to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during enforce the Agreement Term, ATCC agrees to meet terms and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination conditions of the sublicense. Section 3.05 Upon termination of this License Agreement, if any sublicense is in effect between Licensee or an Affiliate of Licensee and a third party sublicensee, the Licensor, upon receipt of written notice from the sublicensee within ten (10) Business Days after termination of this License Agreement, agrees to negotiate in good faith with such third party sublicensee regarding entry into a direct license agreement from the Licensor to such third party sublicensee; provided, however, that Licensor is not required to negotiate in good faith with such third party sublicensee if it is the cause of a breach that resulted in the termination of this License Agreement or is itself in breach of its obligations under its sublicense, this License Agreement or any supply agreement entered into with Licensor.

Sublicenses. 3.1 Subject The Regents also grants to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses sublicense to Third Parties or developthird parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, makewith no right to further sublicense except as provided below, use as long as the Licensee has current exclusive rights thereto under this Agreement (and Sell Licensed Products to sublicense the non-exclusive rights granted for Patent Rights Group A and/or the Property Rights provided that such rights are licensed in conjunction with the Territory and in the Field of Use provided that: a) any sublicense exclusive rights granted shall herein). Each Sublicensee must be subject to a written sublicense agreement between Licensee or its respective Affiliates, and agreement. Such sublicenses will include all of the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCCThe Regents’ (and, if applicable, the United States Government’s and other sponsors’) rights and interests; d, other than those terms, conditions and obligations specified in Article 6 (License Issue Fee), Article 7 (License Maintenance Fee) the terms and conditions of each such agreement are consistent with Paragraph 9.3 (Minimum Annual Royalty) and not less restrictive than the terms Paragraphs 21.4 and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 21.8 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee and no Sublicensee shall have any right to further sublicense any f of the right rights granted to the Licensee hereunder, except that each Sublicensee (except Affiliates and Joint Ventures) may sublicense to its Affiliates as Affiliate is defined in Paragraph 1.1 with sublicensee substituted for Licensee in the definition, to the extent reasonably needed for the development and commercialization of Licensed Products in accordance with this Agreement. Also, for the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. Notwithstanding the above, The Regents, upon Licensee’s request, agrees to confer with the Licensee and the Licensee’s Sublicensee (or potential Sublicensee) to discuss allowing such Sublicensee to further sublicense any of the rights granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 3.2 Upon the license granted to Licensee hereunder becoming non-exclusive in a Field of Use for any reason, all exclusive sublicenses granted by Licensee hereunder in such Field of Use may remain in effect but shall be responsible to ATCC for all obligations of its Related Parties become non-exclusive, provided that such Sublicensees are not in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach the terms of this Agreement, and Licensee shall pay all reasonable costs incurred thereafter have no right to grant additional sublicenses of its rights hereunder in connection therewith, including without limitation attorney’s fees and disbursements. such Field of Use. 3.3 In the event of that The Regents and the Licensee each own an uncured breach by undivided interest in any Sublicensee then Patent Rights licensed hereunder, the Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and shall promptly provide ATCC with written notification of said terminationconditions described in this Article 3 (Sublicenses). 3.4 The Licensee shall will notify ATCC The Regents of each sublicense granted hereunder and shall will provide ATCC The Regents with a complete copy of each sublicense and each amendment to such sublicense within thirty (30 [**] days of issuance of such sublicensesublicense or such amendment. Any such The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense shall that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be deemed Confidential Information of paid under Paragraph 8.3 below, then the Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary will pay to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted The Regents a total amount equal to the Licensee Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 8.3 and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense8.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates RxElite shall also have the right to grant to its subsidiaries or other sub-Licensees, exclusive or non-exclusive sublicenses to Third Parties or developunder the License during the License Period, makeprovided, use however, and Sell Licensed Products in the Territory and in the Field of Use provided RxElite agrees that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are sublicense shall be consistent with and not less restrictive than the terms and conditions of this Agreement; and,; eb) each sublicense shall provide that the obligations to Core Tech of this Agreement shall be binding on the sub-Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC.be enforceable by Core Tech upon RxElite; 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates c) Core Tech shall have the right to approve any sublicense the ATCC Materialto a company not owned partially or fully by RxElite, Progeny, or Unmodified Derivatives except that grants exclusive rights of any kind to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Productsanyone, such agreement will approval not to be unreasonably withheld.; 3.3 Licensee d) RxElite shall be responsible furnish to ATCC for all obligations of its Related Parties in the same fashion Core Tech a true and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days agreement and each amendment thereto, promptly after the sublicense or amendment has been agreed upon; THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND REPLACED WITH AN “XX”, HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933 AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. e) No Subsidiary or other sub-Licensee shall have the right to further license, sublicense, or assign its rights without the written approval of issuance of such sublicense. Any such Core Tech; f) No sublicense shall relieve RxElite of any of its obligations hereunder, and RxElite shall be deemed Confidential Information responsible for the acts or omissions of Licensee its Subsidiaries and ATCC sub-Licensees and for compliance by them with their obligations, and RxElite shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be take all steps necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted that compliance to the Licensee and extent required to allow RxElite to fully comply with all of its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties obligations under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees; and, g) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees RxElite shall not be terminated upon termination receive from sub-Licensees anything of value in lieu of cash payments in consideration for any sublicense under this AgreementAgreement without the prior written consent of Core Tech, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement which consent will not to require termination of the sublicensebe unreasonably withheld.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: (a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates Each Party shall have the right to sublicense rights granted in Sections 3.1 and 3.4 respectively to its Affiliates. Such Party shall cause its Affiliates to comply with and be bound by those terms and conditions of such Party under this Agreement that by their terms are intended to obligate such Party or its Affiliates commercializing the ATCC MaterialProduct (or other RSD1235 products in the case of Cardiome) as permitted hereunder, Progenyincluding (as applicable to each Party) Sections 3.2, 3.8, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11 and Article 12. Notwithstanding the foregoing, such Party shall remain primarily responsible for complying with such applicable terms and conditions. A breach by any such Affiliate of any such obligation shall constitute a breach by such Party of this Agreement and shall entitle the other Party to exercise its rights hereunder, in addition to any other rights and remedies to which such other Party may be entitled. (b) Fujisawa shall have the right to sublicense rights granted in Sections 3.1 only to Third Parties in Mexico without the prior consent of Cardiome, and to Third Parties in countries in the Territory other than Mexico with Cardiome’s approval, such approval not to be unreasonably withheld or Unmodified Derivatives except delayed, in each case subject to the extent they are incorporated I following: Fujisawa shall give Cardiome prompt notice of the Licensed Productsexecution of any sublicense. Licensee Within thirty (30) calendar days after execution of a sublicensing agreement, Fujisawa shall have no right provide Cardiome with a copy thereof (provided that, except in respect of a Sublicense, Fujisawa shall be permitted to permit any Sublicensee to further sublicense any f redact the right financial terms of such agreement). All sublicenses granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted by Fujisawa shall be personal to the manufacture sublicensee and Sales of Licensed Productsshall not be further sublicensable or assignable without Fujisawa’s prior written consent, such agreement will which consent shall not be unreasonably withheld. 3.3 Licensee . Such sublicenses shall be responsible terminate upon the termination of Fujisawa’s rights granted herein. Each sublicense shall contain covenants by the sublicensee for the benefit of Cardiome and Fujisawa for such sublicensee to ATCC for all obligations of its Related Parties in observe and perform materially the same fashion terms and conditions as those set out for Fujisawa in this Agreement to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursementsapplicable. In the event Fujisawa grants sublicenses to others to sell Product outside of Mexico, such sublicenses shall include an uncured obligation for the sublicensee to account for and report its Net Sales on the same basis as if such sales were Net Sales by Fujisawa, and Cardiome shall receive royalties from Fujisawa in the same amounts as if the Net Sales of the sublicensee were Net Sales of Fujisawa. In the event that Fujisawa becomes aware of a material breach by of any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and by the sublicensee, Fujisawa shall promptly provide ATCC with written notification notify Cardiome of said termination. 3.4 Licensee shall notify ATCC the particulars of each sublicense granted hereunder same and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance use its Commercially Reasonable Efforts to enforce the terms of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses (c) Cardiome shall have the right to sublicense rights granted in Sections 3.4 to Third Parties with Fujisawa’s approval, such approval not to be unreasonably withheld or delayed, in each case subject to the Licensee and its Affiliates hereunder, following: Cardiome shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC give Fujisawa prompt notice of the execution of any sublicense. Within thirty (30) calendar days after execution of a sublicensing agreement, ATCC Cardiome shall not provide Fujisawa with a copy thereof (provided that Cardiome shall be bound permitted to any duties under an assigned redact the financial terms of such agreement). Such sublicenses shall terminate upon the termination of Cardiome’s rights granted herein. Each sublicense beyond ATCC’s duties under shall contain covenants by the sublicensee for the benefit of Fujisawa and Cardiome for such sublicensee to observe and perform materially the same terms and conditions as those set out for Cardiome in this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees extent applicable. In the event that Cardiome becomes aware of a material breach of any such sublicense by the subject Sublicensees sublicensee, Cardiome shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination promptly notify Fujisawa of the particulars of same and use its Commercially Reasonable Efforts to enforce the terms of such sublicense.

Sublicenses. 3.1 Subject (a) The licenses granted to the terms and conditions set forth in this Agreement, Licensee Salix and its Affiliates in Section 2.1 shall have include the right to grant sublicenses through multiple tiers of sublicensees; provided, that neither Salix nor its Affiliates shall be entitled to or shall grant a sublicense to any Third Parties Party unless such Third Party grants back to Salix or developsuch Affiliate the right to grant to Cosmo and its Affiliates and sublicensees sublicenses and rights of reference and access to and under any and all Patents claiming or covering the Covered Products, makeTechnical Information and Regulatory Documentation owned or controlled by such Third Party on terms comparable to the terms on which Salix is granted rights under the Cosmo Licensed IP and Cosmo’s Regulatory Documentation under this Agreement. For clarity, use any sublicensee of Salix shall be obligated to obtain its requirements of Covered Products directly from Cosmo pursuant to a supply agreement between such sublicensee and Sell Cosmo. (b) The licenses granted to Cosmo and its Affiliates in Section 2.2 shall include the right to grant sublicenses through multiple tiers of sublicensees; provided, that neither Cosmo nor its Affiliates shall be entitled to or shall grant a sublicense to any Third Party (including any existing licensee under any license granted by Cosmo before the Effective Date) unless such Third Party grants back to Cosmo or such Affiliate the right to grant to Salix and its Affiliates and sublicensees sublicenses and rights of reference and access to and under any and all Patents claiming or covering the Covered Products, Technical Information and Regulatory Documentation owned or controlled by such Third Party on terms comparable to the terms on which Cosmo is granted rights under the Salix Licensed Products in IP and Salix’s Regulatory Documentation under this Agreement. For the Territory and in sake of clarity, this provision does not imply or require any modification, integration or termination of the Field existing licenses granted by Cosmo before the Effective Date. (c) Each Party shall promptly provide to the other Party (i) written notice of Use provided that: a) any sublicense granted shall be subject to a written under this Section 2.4 setting forth in reasonable detail the nature of such sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; bidentity of the sublicensee and (ii) ATCC is explicitly stated I copies of any agreement with a Third Party granting such written sublicense agreed as a third party beneficiary with respect or other right, which agreement shall contain confidentiality and exclusivity obligations comparable to any such agreement; c) each Sublicense has agreed those set forth herein and the grant back rights specified in the written sublicense agreement proviso in Section 2.4(a) or Section 2.4(b), as applicable (it being acknowledged and agreed that such copies may redact terms not relevant to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the non-sublicensing Party’s rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights Agreement). Each Party hereby guarantees the performance of its sublicensees and interests; d) shall remain primarily responsible to the other Party for compliance with the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies provided, that Cosmo acknowledges and agrees that Salix has no obligation to guarantee the performance of any party to any Mesalamine Agreement and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee Salix shall have no right responsibility to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC Cosmo for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement compliance by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach such party with the terms of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such No sublicense or other agreement with Licensee’s Sublicensee and right granted by a Party hereunder shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of relieve such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC Party of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties of its obligations under this Agreement. Upon Licensee’s request, at . (d) The Parties agree that appointment by a Party or its Affiliate of any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (bona fide pharmaceutical wholesalers or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees provider of pharmaceutical distribution services in respect of Covered Products shall not be terminated upon termination constitute a sublicense for purposes of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseSection 2.4.

Sublicenses. 3.1 Subject The Licensee Parties may grant and authorize sublicenses under the rights licensed to them under the terms and conditions set forth in this AgreementLicensed Patents, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or developas applicable, make, use and Sell Licensed Products in the Territory and in the Field of Use provided except that: (a) Introgen Therapeutics shall not grant or authorize any sublicense granted shall be subject to under its licensed rights in the Aventis p53 Patents, Aventis Delivery Patents or Aventis Targeting Technologies for a written sublicense agreement between Licensee product described in Section 3.1.1(b), Section 3.1.2(b) or its respective AffiliatesSection 3.1.3 unless Introgen Therapeutics has conducted Substantial Development, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary defined below, with respect to such product. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Neither Aventis Party shall grant or authorize any such agreement; c) each Sublicense has agreed sublicense under its licensed rights in the written sublicense agreement Introgen Therapeutics Adenoviral Patents for a product described in Section 3.2 unless Aventis has conducted Substantial Development with respect to be bound by all applicable termssuch product. The Parties acknowledge that, conditions, obligations (including payments, reporting, and inspections) and other restrictions as of the rights granted by ATCC to Licensee under this Agreement Effective Date, Aventis has conducted Substantial Development of the [*] Gene Therapy Product as referenced in Section 5.1 such that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the a right to sublicense exists. (c) For purposes of this Section 3.3, the ATCC Material, Progenyphrase "Substantial Development" means that Introgen Therapeutics (with respect to a sublicense described in clause (a) above), or Unmodified Derivatives except the Aventis Parties (with respect to a sublicense described in clause (b) above), has conducted bona fide research and/or development activities at a documented cost of $5 million or more with respect to the extent they are subject matter to be made, used or sold pursuant to such sublicense (the "Sublicensed Subject Matter"), whether for its own account, or under a collaboration or other arrangement with a Third Party, and that Introgen Therapeutics or one of the Aventis Parties, respectively, is granting rights to other significant intellectual property Controlled by Introgen Therapeutics or the Aventis Parties, respectively, which is incorporated I in the Sublicensed Subject Matter, its manufacture or use (i.e., other than the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f Patents or Licensed Technologies that Introgen or the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense Aventis Parties is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicenseesare) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseso sublicensing).

Sublicenses. 3.1 Subject a) During the term of this License and subject to the terms and conditions set forth in this Agreementhereof, Licensee and its Affiliates shall have the MVS Parties grant to XsunX the right to grant limited, non-transferable, revocable sublicenses to Third Parties third parties, without further right to sublicense, to use or develop, make, use and Sell practice the Licensed Products Patents solely in the Territory and in the XsunX Field of Use provided that:and otherwise in accordance with the rights, restrictions and obligations of XsunX under this License. Unless prohibited by law, XsunX shall ensure that the terms of any sub1icense granted by it prohibits its sub-licensees from granting to any other person a license of the rights granted to such sub-licensee by XsunX . ab) During the term of this License and subject to the terms and conditions hereof, XsunX grants to MVSI the right to grant limited, non-transferable, revocable sublicenses to third parties, without further right to sublicense, to use, import, sell and offer to sell the Derivative Works in accordance with the rights, restrictions and obligations of MVSI under this License. Unless prohibited by law, MVSI shall ensure that the terms of any sublicense granted by it prohibits its sub-licensees from granting to any other person a license of the rights granted to such sub-licensee by MVSI. c) Sublicenses granted under this Section shall be subject in writing signed by each sub-licensee and shall contain all of the material terms, conditions, restrictions and reservations of this License and shall preserve the rights and reservations of each party existing under this License. Notwithstanding anything herein to the contrary, any breach of such terms or conditions of this License by any sub-licensee shall be deemed to be a written sublicense agreement between Licensee breach of this License by the party granting such sub-license. Without limiting any rights or its respective Affiliatesremedies of either party hereunder, provided herein or otherwise available at law or in equity, each party hereby appoints and designates the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed other party as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and by such party; the party granting the sublicense shall provide ATCC with a complete copy of include in each sublicense within thirty a stipulation that the other party shall retain third party beneficiary rights to enforce (30 days in such other party’s name, if required by law) such other party’s rights and remedies in connection therewith. d) Termination of issuance this License by either party shall automatically operate as a termination of any sublicense granted by the non-terminating party pursuant to the Section 2 and an assignment by such non-terminating party to the terminating party of all of the non-terminating party’s right, title and interest in and to such sublicense. Any such sublicense . e) Each party shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary free to enforce its rights hereunder. 3.5 Upon expiration determine the royalties or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, pricing at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that which it shall enter enters into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensepermitted sub-license.

Sublicenses. 3.1 Subject The Regents also grants to Licensee the terms right to issue sublicenses to third parties to make, have made, use, sell, offer for sale and conditions import Licensed Product and Licensed Services and to practice Licensed Method, as long as Licensee has current exclusive rights thereto under this Agreement. With respect to Licensed Patent Rights licensed non-exclusively, sublicensing is allowed only (a) to a third party actively collaborating with Licensee for the purpose of identifying and/ or developing compounds covered by ▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇-▇▇▇ (as set forth in Section 3.4.(a)(2); or, (b) in the event that the sublicense agreement includes at least one License Patent Right under which Licensee has current exclusive rights under this Agreement. Affiliates and joint ventures do not have rights to Licensed Patent Rights under this Agreement and must be issued a valid sublicense pursuant to this Article 3 (Sublicenses) in order to exercise any of the Licensed Patent Rights. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of Licensee, for which Licensee shall be responsible. To the extent applicable, sublicenses must include all of the rights of and its Affiliates shall have obligations due to The Regents contained in this Agreement. Every such sublicense will contain at least the right following: (a) A statement such that, to grant sublicenses to Third Parties or developthe extent applicable, make, use and Sell Licensed Products the obligations of this Agreement will be binding upon Sublicensee as if it were in the Territory and in the Field place of Use provided Licensee except that: a(1) any sublicense granted shall earned royalty rate and minimum royalties may be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed at higher rates than contained in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e(2) Sublicensee(s) will be precluded from granting further sublicenses unless The Regents are provided with written notice of their intent to sublicense at least thirty (30) days prior to issuing of such sublicense and The Regents is provided with a copy of the executed sublicense within five (5) business days of execution of such sublicense. This requirement is a material term of the Agreement. Licensee identifies any may reasonably redact certain non-financial terms of such sublicense, as long as The Regents can still verify the sublicense’s compliance with this Agreement based solely on the redacted copy provided to The Regents. (b) The same provision for indemnification of The Regents as has been provided for in this Agreement. (c) The same provision for inspection of books and all Sublicensees, including any Sublicensees of its Affiliates, to ATCCrecords by The Regents as has been provided for in this Agreement. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC The Regents with a full and complete copy of each sublicense within thirty (30 days granted, collect and guarantee payment of issuance all payments due The Regents from all Sublicensees and summarize and deliver to The Regents copies of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13all reports due The Regents from all Sublicensees, except as that statements regarding Sublicensee’s internal research or development activities unrelated to Licensed Patent Rights may be necessary to enforce its rights hereunderredacted if required under a legally binding contract as long as the scope and financial terms of the license(s) granted are still understandable. The Regents shall hold the copies of sublicenses provided by Licensee confidential under the terms of Paragraph 27.3, below. 3.5 3.3 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCCThe Regents, at its sole discretion, agrees in writing will determine whether to cancel or assign to The Regents any and all sublicenses. The Regents will not withhold its consent for such an assignment of sublicense to ATCC occur on the economic terms of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees provided that: (or potential Sublicenseesa) to discuss what assurances ATCC might give The Regents will have no greater obligation to the Sublicensees that Sublicensee than to Licensee; (b) the subject Sublicensees shall Sublicensee fully complied with this Agreement and was not be terminated upon termination in material default; and, (c) the sublicense agreement fully complies with this Article 3. 3.4 Licensee will pay to The Regents in respect of this Agreement, To all sublicenses (regardless of tier) the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.following amounts:

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates IGEN shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a(i) any Affiliate of IGEN and (ii) other entities not being IGEN Affiliates (such other entities being the "Sublicensees") on condition that the sublicense granted shall be subject is in writing and binds the IGEN Affiliate or Sublicensee to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect conditions applicable to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee IGEN under this Agreement that protect or benefit ATCC’s rights and interests; d) to the terms conditions applicable for IGEN Affiliates and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of Sublicensees stated in this Agreement; and, e) Licensee identifies any . IGEN's Affiliates and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit sublicense to any third party. IGEN shall cause each Affiliate or Sublicensee to further sublicense assign to IGEN any f and all intellectual property rights to Roche Licensed Patent Rights, Roche Licensed Technology or Hitachi Intellectual Property Rights which such Affiliate or Sublicensee may develop or create. IGEN shall indemnify ROCHE and its Affiliates (and their respective officers, directors, shareholders, representatives, employees, consultants and agents and each of the right granted heirs, executors, successors and assigns of the foregoing) against any loss, cost, damage or liability (including reasonable attorneys' fees) arising from IGEN's failure to Licensee hereunder, unless ATCC, in perform its sole discretion, agrees in writing to such obligations under the preceding sentence. IGEN shall provide ROCHE with a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC copy of each sublicense granted by IGEN hereunder with respect to Hitachi Intellectual Property Rights or PCR Technology within ten (10) days following execution of such sublicenses. ROCHE may deliver copies of such sublicenses with respect to Hitachi Intellectual Property Rights or PCR Technology to ROCHE Licensors. IGEN shall ensure and be liable for full compliance therewith for its permitted sublicensees. On a semi-annual basis, IGEN shall provide ATCC to each of its Affiliates and Sublicensees, with a complete contemporaneous copy to ROCHE, a written description of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of IGEN's obligations under this Agreement for any reason, all sublicenses and the steps to rights granted to the Licensee be taken by IGEN and its Affiliates hereunderand Sublicensees to ensure compliance with those obligations. Contemporaneously with the delivery of such description, IGEN shall automatically terminate, unless ATCC, at its sole discretion, agrees notify ROCHE in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer all sublicenses with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject The Regents also grants to the terms Licensee the right to sublicense to third parties (including to Affiliates and conditions set forth Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided for in Paragraph 3.2 below, as long as the Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors), other than those rights and obligations specified in Article 6 (License Issue Fee), Article 7 (License Maintenance Fee) and Paragraph 9.5 (Minimum Annual Royalty) and Paragraphs 22.3 and 22.5 (reimbursement of Patent Prosecution Costs). For the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee and its Affiliates shall be responsible. 3.2 Under the terms of each sublicense, each such Sublicensee shall have the limited right (as described below) to grant three (3) further sublicenses ("Further Sublicenses") to the Sublicensee’s affiliated companies and/or other third parties (each, a “Further Sublicensee”). Each Further Sublicensee shall also have the limited right to grant two (2) additional further sublicenses ("Additional Further Sublicenses") to Third Parties an affiliated company and/or other third party (each an "Additional Further Sublicensee"). In each case the term "affiliated company" shall have the same definition as Affiliate in Section 1.1 of this Agreement, with the appropriate sublicensee substituted for Licensee in the definition. Such Further Sublicenses and Additional Further Sublicenses may only be granted to the extent that such Sublicensee or develop, make, use Further Sublicensee deems that they are reasonably needed for the development and Sell commercialization of Licensed Products and the maximization of sales in the Territory accordance with this Agreement. Each Sublicensee and in the Field of Use provided that: a) any sublicense granted each permitted Further Sublicensee and Additional Further Sublicensee shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, that shall be consistent with and not in violation of all of the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including paymentsobligations, reporting, and inspections) restrictions and other restrictions terms of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCCThe Regents’ (and, if applicable, the U.S. Government’s and other sponsors’) rights and interests;. Licensee shall attach a copy of this Agreement to each sublicense issued under this Paragraph 3.2 and shall specify in the sublicense that the sublicensee must comply with the terms of the Agreement. Licensee may redact the following information from the Agreement, should it wish to do so: License Issue Fee, License Maintenance Fee, Earned Royalties and Minimum Royalties, Milestone Payments, Fees for Patent Rights Added After Effective Date and the Patent Rights not included in the sublicense. Licensee agrees that it shall require appropriate audited and auditable reporting from each Sublicensee, its Further Sublicensees and Additional Further Sublicensees to establish all amounts owed hereunder, and shall make such reports available to The Regents. Licensee shall require each Sublicensee to submit to Licensee progress reports and audited financial reports consistent with the Agreement, and each Sublicensee shall require each Further Sublicensee and Additional Further Sublicensee to submit such progress reports and audited financial reports to Sublicensee which it will deliver to Licensee. Licensee shall make these reports available to The Regents. Licensee shall require that each Sublicensee agree to indemnification procedures and insurance coverages consistent with the obligations imposed on Licensee by Article 25 of the Agreement. Licensee shall also require each Sublicensee to obtain comparable indemnification provisions from each Further Sublicensee and each Additional Further Sublicensee. d) 3.3 In the event that The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents' rights on the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of described in this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationArticle 3 (Sublicenses). 3.4 The Licensee shall will notify ATCC The Regents of each sublicense granted hereunder and shall will provide ATCC The Regents with a complete copy of each sublicense (along with a summary of the material terms of each such sublicense) and each amendment to such sublicense within thirty (30 30) days of after issuance of such sublicensesublicense or such amendment. Any such The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee will guarantee all monies due The Regents from Sublicensees. For clarity, if the Licensee grants a sublicense shall that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be deemed Confidential Information paid under Paragraph 8.2 below, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 8.2. The Licensee will require Sublicensees to provide it with copies of Licensee all progress reports and ATCC shall maintain such Confidential Information in confidence royalty reports in accordance with Article 13, except as may be necessary to enforce its rights hereunderthe provisions herein and the Licensee will collect and deliver all such reports due The Regents from Sublicensees. 3.5 If Licensee licenses patent rights assigned to or otherwise acquired by it ("Licensee's Patent Rights"), and it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee's Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee's Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 3.6 Upon any expiration or termination of this Agreement for any reason, all sublicenses sublicensed rights conveyed to any Sublicensee (but not Further Sublicensees or Additional Further Sublicensees), granted pursuant to Article 3 of this Agreement will remain in effect and will be assumed by The Regents as binding obligations provided that (a) such Sublicensee is not in breach of its sublicense at the time of expiration or termination of this Agreement; (b) all of the terms of this Agreement are agreed to fully in writing by such Sublicensee; and (c) such Sublicensee acquires no rights from or obligations on the part of The Regents other than those that are specifically granted under this Agreement and such Sublicensee assumes all liability and obligations to The Regents required of Licensee by this Agreement with respect to The Regents' sublicensed rights, including past due obligations existing at the time of assignment of this Agreement by Licensee. Moreover, The Regents will have the sole right to modify each such assigned sublicense to include all of the rights of The Regents (and, if applicable, the United States Government and other sponsors) that are contained in this Agreement, including the payment of Earned Royalties directly to The Regents by the Sublicensee as if it were the Licensee at a rate that is no lower than the rate set forth in Article 9 (Earned Royalties and Minimum Annual Royalties) in accordance with Article 5 (Payment Terms). If the Sublicensee fails to meet the above provisions described in this Paragraph 3.6 (a – c) then The Regents may terminate its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall in accordance with Article 16 (Termination by The Regents). The Regents will not be bound to perform any duties under an assigned or obligations set forth in any sublicense that extend beyond ATCC’s the duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination obligations of The Regents set forth in this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCCLicensee’s agreement not obligations to require termination of The Regents hereunder will be binding upon the sublicenseSublicensee. 3.7 In the event that the sublicense granted to the Sublicensee under this Agreement terminates or expires while this Agreement remains in effect, all Further Sublicenses and Additional Further Sublicenses shall automatically terminate or expire, as appropriate.

Sublicenses. 3.1 (a) Subject to the terms and conditions set forth in of this Agreement, Licensee and its Affiliates Incyte shall have the right to grant sublicenses through multiple tiers of sublicensees under the licenses granted in Section 2.1 to its Affiliates and Third Parties or developParties; provided that Incyte [ * ] shall obtain Calithera’s prior written consent, makewhich shall not be unreasonably withheld, use and Sell for any such sublicense granting a Third Party the right to Detail any Licensed Products Product in the Territory U.S.; and in the Field of Use provided that: a) any sublicense granted further that Incyte shall be subject to a written sublicense agreement between Licensee or remain responsible for its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) shall be responsible for the terms performance of the relevant sublicensee, and conditions of each any such agreement are sublicenses shall be consistent with and not less restrictive than subject to the applicable terms and conditions of this Agreement; . Incyte shall monitor compliance with and use commercially reasonable efforts to enforce the terms of any sublicense agreements against its sublicensees, and shall require that its sublicensees also use commercially reasonable efforts to enforce the terms of any sublicense agreements with further sublicensees. Incyte shall provide Calithera with a copy of each executed sublicense agreement which grants Development or Commercialization rights (under which Incyte or any further sublicensee grants a sublicense), within [ * ] after execution thereof, which shall be treated by Calithera as Incyte’s Confidential Information and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliateswithout limiting the foregoing, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates which Calithera shall have the right to sublicense provide to Mars in a redacted form to be agreed to by the ATCC MaterialParties as Confidential Information (as defined in the Mars Agreement) with respect to which Calithera is the Disclosing Party (as defined in the Mars Agreement), Progeny, or Unmodified Derivatives except subject to the extent they are incorporated I confidentiality provisions of the Licensed ProductsMars Agreement; provided that, upon Incyte’s request, Calithera shall (i) [ * ] and (ii) use reasonable efforts to cause Mars to enter into and execute same; provided further that, [ * ]. Licensee [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) In no event shall Incyte or any Affiliate or sublicensee have no the right to permit grant any Sublicensee sublicense that [ * ] to further sublicense any f Third Party without the right granted to Licensee hereunderprior written consent of Calithera, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted subject to the manufacture and Sales further written consent of Licensed ProductsMars, such agreement will which consent shall not be unreasonably withheld. 3.3 Licensee shall be responsible , conditioned, or delayed. Calithera will have the rights set forth in Section 10.2(b) (notwithstanding the cure period set forth therein) with respect to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach Incyte or an Affiliate or sublicensee of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminatepreceding sentence [ * ], unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee Incyte or its AffiliatesAffiliate or sublicensee terminates such [ * ] after written notice from Calithera. As used above, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense[ * ].

Sublicenses. 3.1 Subject (a) Licensee may grant written sublicenses of the license granted it under Section 2.1 (each, a “Sublicense Agreement”); provided, however, that no sublicense granted under this Agreement shall have rights greater than those of Licensee or be valid unless each sublicensee (each a “Sublicensee”) agrees in writing in a Sublicense Agreement: (i) to exercise its rights under the sublicense in accordance with the applicable terms and conditions set forth in of this Agreement; (ii) to maintain records that Licensee would be required to retain under this Agreement and to permit auditors of Licensor to inspect such records on the same basis as such records could be inspected if retained by Licensee; (iii) to observe all other applicable terms of this Agreement; (iv) that such Sublicense Agreement shall automatically terminate upon (A) any termination of this Agreement or (B) a Bankruptcy Event affecting Licensee, Licensee unless otherwise consented to in writing by Licensor; (v) that Licensor shall be a third party beneficiary under the applicable Sublicense Agreement and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use enforce any and Sell Licensed Products all obligations of Licensee under such Sublicense Agreement; and (vi) that in the Territory and in event of a Bankruptcy Event, if the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, Sublicense Agreement is rejected and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed Sublicensee does not elect to treat the Sublicense Agreement as terminated, then the Sublicensee shall, at Licensor’s option, enter into a third party beneficiary license agreement with respect to any such agreement; c) each Sublicense has agreed in Licensor on substantially the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the same terms and conditions as the applicable Sublicense Agreement. (b) Licensee unconditionally guarantees the performance of each such agreement are consistent all Sublicensees in accordance with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any , and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible for enforcing the provisions of any Sublicense Agreement to ATCC for all obligations of its Related Parties in ensure that Sublicensees do not breach the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach terms of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions set forth in sufficient to enable Licensee to comply with this Agreement. Licensee shall provide to BIDMC a fully signed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the same, excluding sublicenses granted to third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (“Third Party Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the extent that such redaction does not impact BIDMC’s ability to confirm Licensee’s compliance with this Agreement. Notwithstanding the foregoing, Licensee and its Affiliates shall have will disclose to BIDMC the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions identity of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all SublicenseesSublicensee (excluding, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the for avoidance of doubt, neither Licensee nor its Affiliates shall have Third Party Contractors). Any sublicense which is not in accordance with the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee forgoing provisions shall be responsible to ATCC null and void. Any Sublicensee and Distributor agreement under this Agreement shall provide for all obligations termination of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach any sublicense granted hereunder upon termination of this Agreement by for any Related Party will be treated as a breach by Licenseereason. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses any Sublicensee and Distributor not then in default under its agreement shall have the right to rights granted seek a license from BIDMC. BIDMC agrees to the Licensee negotiate such licenses in good faith under reasonable terms and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under conditions consistent with this Agreement. Upon Licensee’s request, at any time request during the Agreement Termterm of this Agreement, ATCC BIDMC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (provide, on a timely basis, a letter to an existing or potential Sublicensees) to discuss what assurances ATCC might give to Sublicensee specifically named by Licensee stating that, in the Sublicensees that the subject Sublicensees shall not be terminated upon event of termination of this Agreement, To the extent BIDMC will grant a license to Sublicensee under terms and conditions to be no less favorable as a whole than those granted to Sublicensee by Licensee, provided that ATCC Sublicensee is willing to give such assurances, ATCC agrees that it shall enter into a written not in default of its sublicense agreement with Licensee or its Affiliatesat the time such license is to be granted by BIDMC and provided that BIDMC shall not assume any obligation of Licensee to Sublicensee under such agreement, if applicable, except for the license granted. Licensee’s right to request and Sublicensee’s right to acquire such Sublicensees regarding setting forth ATCCletter are specifically conditioned on BIDMC’s assurance and the ATCC’s agreement not to require termination review of the sublicensefinal, executed sublicense agreement between Sublicensee and Licensee and on BIDMC’s conclusion, at its reasonable discretion, that such sublicense agreement is reasonable and in the best interests of the commercialization of the Patent Rights.

Sublicenses. 3.1 Subject to Section 14.1 and Section 14.2, the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates Company shall have the right to sublicense the ATCC MaterialLicensed Intellectual Property but only with the prior written consent of Licensor, Progeny, or Unmodified Derivatives except such consent to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its be at Licensor’s sole discretion, agrees in writing but which shall not be rejected without justified cause, provided that: (i) the sublicense to such Permitted Company Licensee is pursuant to a written, valid and enforceable agreement containing terms and restrictions (other than fees and without sub-licensing rights) at least substantially the same as those contained herein, including, without limitation, the following: (I) License grant limitations and sublicensee obligations relating thereto at least as restrictive as the License Grant and sublicense obligations set forth herein; (II) Licensor ownership of Licensed Intellectual Property, and Licensor license rights to Company Related Enhancements and to Company Independent Development by such sublicensee at least as broad as those contained herein; and (III) Obligations on the Permitted Company Licensee at least as broad, and rights at least as favorable to Licensor, as those contained herein regarding protection of Licensed Intellectual Property, audit rights, remedies and liability limitations, representations, warranties, confidentiality, termination, governing law and other miscellaneous provisions. (ii) notwithstanding Section 2.1 (d)(i) above: (I) No sublicensing of any Permitted Company Licensee will include any representations or unless such further sublicense is restricted warranties, express or implied, made on behalf of Licensor; (II) Except for damages related to the manufacture and Sales manufacturing of the Licensed ProductsProducts by Licensor, such agreement Licensor will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC liable for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreementdamages, Licensee shall pay all reasonable costs incurred in connection therewithwhether direct, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense indirect, incidental, consequential, special, punitive or other agreement with Licensee’s Sublicensee liability, arising under any such sublicenses, and shall promptly provide ATCC with written notification of said termination.the Company will at its cost defend and hold the Licensor harmless in relation thereto; and 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. III) Any such sublicense agreement will expressly provide that Licensor is a third party beneficiary of that sublicense agreement; (iii) no sublicense will be permitted if it has, or is reasonably likely to have, any material adverse legal, financial or tax effect on Licensor; and (iv) the Company shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement liable for any reason, all sublicenses to rights granted to action or inaction on the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC part of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination sublicensee of the sublicenseCompany.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates Arctic Vision shall have the right to grant sublicenses (through multiple tiers) to contractors, other Third Parties Parties, and, with respect to Senju Licensed Know-How, Senju Inventions, and Senju Patents, Arctic Vision’s Affiliates under the licenses granted in Section 2.1 [ ]; provided, however, that such right shall not include the right to grant any such sublicense to an Affiliate or developThird Party that, makeat the time such sublicense grant would become effective, use is a Senju Competitor or that would enable a Third Party to directly or indirectly sell or otherwise provide any Product to a Senju Competitor; and Sell Licensed Products in provided further that, [ ]. If Eyenovia does not respond to Arctic Vision within [ ] ([ ]) [ ] after receiving from Arctic Vision a written request for consent to a proposed sublicense, such consent shall be deemed given. Arctic Vision shall have the Territory right to request at any time that Eyenovia seek confirmation from Senju whether a Third Party or Affiliate of Arctic Vision is a Senju Competitor at the time of such inquiry and, following each such request, Eyenovia shall promptly seek Senju’s written confirmation with respect thereto and in the Field provide Arctic Vision with a copy of Use provided that: a) any each such confirmation promptly following its receipt thereof. Each sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary consistent with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions under this Agreement and Arctic Vision shall remain primarily responsible for the performance of its obligations hereunder and for each such agreement are consistent of its Affiliates’ and Sublicensees’ compliance with and not less restrictive than the relevant terms and conditions of this Agreement; and, e. Arctic Vision shall notify Eyenovia of the grant of any sublicense within [ ] ([ ]) Licensee identifies [ ] after the execution of the applicable sublicense agreement and shall provide Eyenovia with a copy of such sublicense agreement (in English), provided that Arctic Vision shall have the right to redact any confidential terms of such copy (other than the name of the applicable sublicensee) that are not necessary for Eyenovia to confirm compliance with this Agreement. Eyenovia agrees that (a) Subcontractors and all SublicenseesThird Party Distributors are not Sublicensees and (b) the agreements entered into with (i) Subcontractors (including, including any Sublicensees of its Affiliates, to ATCC. 3.2 For for the avoidance of doubt, neither Licensee nor its Affiliates shall CMOs) that do not have the right to sublicense Commercialize the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCCProduct and (ii) Third Party Distributors do not, in its sole discretioneither case ((i) or (ii)), agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheldrequire Eyenovia’s consent. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 (i) Subject to the terms and conditions set forth of this Agreement and the applicable Third Party Licenses, Kite may grant to one or more Affiliates or Third Parties (through one or more tiers) a sublicense under the licenses granted by Sangamo to Kite hereunder. Kite shall remain responsible for the performance of all of its Affiliates and Sublicensees to the same extent as if such activities were conducted by Kite, and shall remain responsible for any payments due hereunder with respect to activities of any of its Affiliates or Sublicensees. (ii) Kite shall provide Sangamo with a copy of each executed agreement under which Kite grants a sublicense under the license granted in Section 2.1(b) to any Affiliates [*] or Sublicensee within thirty (30) days after execution thereof, which shall be treated by Sangamo as Kite’s Confidential Information. With respect to those Existing Third Party Licenses identified on Exhibit D or any additional Third Party License added under Section 2.5(b) that require Sangamo to provide the applicable Third Party licensor a copy of any agreement with a Sublicensee or Affiliate of Kite that includes a sublicense under such Third Party License [*] or a summary of the terms of such agreement, [*]. Prior to providing a copy of such Sublicensee (or, if applicable, Affiliate) agreement to Sangamo, Kite may, [*], redact certain terms of any such agreement to the extent not pertinent to an understanding of a Party’s obligations or benefits under this Agreement or a verification of compliance with the requirements of this Agreement; provided further, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products that [*]. (iii) Each agreement in the Territory and in the Field of Use provided that: a) any which Kite grants a sublicense granted hereunder shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, eAgreement and any Third Party Licenses sublicensed to such Sublicensee or Affiliate, and shall expressly include (A) Licensee identifies the terms set forth in Exhibits D and D-1 with respect to each Existing Third Party License sublicensed to a Sublicensee or Affiliate and (B) a requirement to provide a copy of any agreement granting a sublicense thereunder to Kite for provision to the applicable Third Party licensor, in the case of each of (A) and all Sublicensees(B), including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except solely to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee Kite is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as provide a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee any Affiliate or Sublicensee pursuant to Section 2.1(c)(ii). (iv) If Kite, its Affiliate, or a Sublicensee cannot grant further sublicenses under a particular Third Party License, then at Kite’s request in conjunction with Kite’s granting of a sublicense under this Section 2.1(c), or its AffiliatesAffiliate’s or Sublicensee’s granting of a further sublicense, if applicableSangamo shall grant a sublicense under such Third Party License to such Affiliate or Sublicensee (or further Sublicensee) for no additional consideration to Sangamo (but subject to Section 2.1(c)(v)) and otherwise on terms that are consistent with the Third Party License, the sublicense granted by Kite to its Affiliate or such Sublicensee, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination terms of the sublicensethis Agreement. (v) [*].

Sublicenses. 3.1 5.7.1 Subject to the terms and conditions of this Agreement and except as set forth in this Agreementherein, Licensee and its Affiliates Organon shall have the right to grant sublicenses sublicense the rights granted to Third Parties or developit in Section 5.4, make, use and Sell Licensed Products in provided that Organon shall provide Pharmacopeia with at least the Territory and in following information with respect to each Sublicensee: (i) the Field identity of Use provided that: athe Sublicensee; (ii) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliatesdescription of the Collaboration Product, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights the Sublicensee; and interests; d(iii) the terms and conditions of each territory in which the Collaboration Product will be sold. Each such agreement are sublicense shall be consistent with and not less restrictive than all the terms and conditions of this Agreement; and, e) Licensee identifies , and shall be subject to the prior consent of Pharmacopeia, which consent shall not be unreasonably withheld. Organon shall remain primarily liable to Pharmacopeia for all of each such Sublicensee’s applicable financial and other obligations under the sublicense. No sublicense granted by Organon may be assigned, transferred or further sublicensed to any and all SublicenseesThird Party without the prior written consent of Pharmacopeia, including any Sublicensees of its Affiliates, to ATCCwhich consent shall not unreasonably be withheld. 3.2 For 5.7.2 Subject to the avoidance terms and conditions of doubtthis Agreement and except as set forth herein, neither Licensee nor its Affiliates Pharmacopeia shall have the right to sublicense the ATCC Materialrights granted to it in Section 5.6, Progenyprovided that Pharmacopeia shall provide Organon with at least the following information with respect to each Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Collaboration Product, or Unmodified Derivatives except and the rights granted to the extent they are incorporated I Sublicensee; and (iii) the Licensed Productsterritory in which the Collaboration Product will be sold. Licensee Each such sublicense shall have no right to permit any Sublicensee to further sublicense any f be consistent with all the right granted to Licensee hereunderterms and conditions of this Agreement, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted and shall be subject to the manufacture and Sales prior consent of Licensed ProductsOrganon, such agreement will which consent shall not be unreasonably withheld. Pharmacopeia shall remain primarily liable to Organon for all of each such Sublicensee’s applicable financial and other obligations under the sublicense. No sublicense granted by Pharmacopeia may be assigned, transferred or further sublicensed to any Third Party without the prior written consent of Organon, which consent shall not unreasonably be withheld. 3.3 Licensee 5.7.3 The following procedure shall be responsible apply to ATCC for all a sublicense being granted by either Party hereunder: Following the granting of the sublicense, the sublicensee shall covenant that it will fully perform the applicable obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties sublicensor under this Agreement. Upon Licensee’s requestIn addition, at any time during the Agreement Term, ATCC agrees to meet sublicensee shall represent and confer warrant that it will comply with Licensee and/or Licensee’s Affiliates all applicable laws and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of regulations in carrying out its obligations under this Agreement, To including all relevant antitrust and competition laws. Evidence of such covenant and representation shall be provided to the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and non-sublicensing party within ten (10) days following the ATCC’s agreement not to require termination effective date of the sublicensesublicense grant.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to COMPANY may grant sublicenses to Third Parties sublicensees, who may in tum grant sub-sublicenses so long as and on the condition that any such sublicensee or developsub-sublicensee, makeas the case may be, use and Sell Licensed Products be approved in the Territory advance and in the Field writing by EMORY following notice and request of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between such approval by Licensee or its respective Affiliatessublicensee, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect which approval shall not be unreasonably denied or delayed; provided further, that any delay in responding to any such agreement; crequest for approval beyond thirty (30) each Sublicense has agreed in the written sublicense agreement to days shall be bound by all applicable terms, conditions, obligations deemed an approval of such Person for such purpose. All such sublicenses (including payments, reporting, and inspectionssub-sublicenses) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of shall be further conditioned on each such agreement are being consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees provided that COMPANY shall remain responsible for the operations of its Affiliatessublicensees that are relevant to this Agreement as if such operations were carried out by COMPANY, including, but not limited to, the payment of all fees and royalties due under this Agreement, whether or not such payments are made to ATCC. 3.2 For COMPANY by its sublicensees. COMPANY shall (a) use commercially reasonable efforts to enforce the avoidance terms of doubtany such agreement against the sublicensee, neither Licensee nor its Affiliates shall have (b) require the sublicensee to indemnify EMORY and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 10.2 of this Agreement and (c) retain the right for EMORY to audit any such sublicensee to the same extent that COMPANY is so required pursuant to Section 4.5 of this Agreement. COMPANY may also grant any such sublicensee the right to sublicense cure any payment default on the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales part of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of COMPANY under this Agreement, Licensee . COMPANY shall pay provide EMORY with copies of all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursementssublicense agreements within thirty (30) days of their execution date. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for by E▇▇▇▇, ▇▇▇▇▇ shall deemed the “licensor” under any reason, and all sublicenses to rights having been entered into or otherwise granted by COMPANY so long as any such sublicense conforms to the Licensee requirements of this Agreement and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC such Sublicensee shall not otherwise be in default under the terms of its Sublicense, in which case EMORY shall be bound to the terms of any duties under an assigned such sublicense beyond ATCC’s duties under this Agreementas if it were a party thereto, unless mutually agreed in writing otherwise by EMORY and Sublicensee. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees Such Sublicensee shall not be terminated upon termination become a direct licensee of this Agreement, To EMORY should the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee Sublicensee challenge the validity or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination enforceability of the sublicenseany Licensed Patent.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: (a) Sublicenses shall include, without limitation, any sublicense relationship or agreement in which a Third Party is granted shall be subject to a written sublicense agreement between by Licensee any rights – temporary or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect otherwise – to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 . For the avoidance of doubt, neither Licensee the Duke Sublicense nor its Affiliates shall have any sublicense granted by Duke to a Third Party under the right Duke Sublicense is a “sublicense” for purposes of this Article 2.04 or any other provision of this Agreement relating to sublicense Licensee’s financial obligations with respect to sublicenses of the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right rights granted to Licensee hereunderunder this Agreement (including, unless ATCCwithout limitation, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted Articles 1.08 and 3.03 of this Agreement). Any sublicenses granted under authority of this Agreement are subject to the manufacture terms and conditions of this Agreement and shall be no less favorable to Duke than this Agreement, and not conflict, with the terms hereof. Duke shall not have any obligations in excess of those of Duke under this Agreement under any sublicense agreement made by Licensee or any sublicensee. Licensee agrees to provide Duke with a copy of any and all sublicenses of rights granted under this Agreement within 30 days of execution of each subject sublicense agreement. (b) In addition to the royalties payable by Licensee to Duke under Article 3.03 with respect to Net Sales of Licensed Products, such agreement Licensed Processes, or Licensed Services by sublicensees, Duke will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for receive: (I) 100% of the first $1,000,000 of Non-Royalty Sublicense Income (defined below) received by Licensee; and (II) [***] percent [***] of all obligations of its Related Parties in additional Non-Royalty Sublicense Income (excluding the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach first $1,000,000 thereof) received by Licensee. If ATCC brings suit against a Related Party for breach Beginning with the first calendar quarter in which Licensee receives any Non-Royalty Sublicense Income, and in addition to the reports required under Article 5 of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewithmust render to Duke within [***] after the end of each calendar quarter a written account of the Non-Royalty Sublicense Income received *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationMARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 3.4 6. by Licensee shall notify ATCC during such calendar quarter. Licensee must simultaneously with the submission of each sublicense granted hereunder and shall provide ATCC with a complete copy such report pay to Duke in United States dollars the applicable percentage of each sublicense within thirty (30 days of issuance of Non-Royalty Sublicense Income received by Licensee during such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderquarter. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 (i) Subject to the terms and conditions set forth in of this AgreementAgreement and the applicable Upstream Licenses, Licensee and its Affiliates Biogen shall have the right to grant sublicenses to its Affiliates or Third Parties (through one or developmore tiers) sublicenses under the licenses granted by Sangamo to Biogen under Section 2.1(a) (License Grants), make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a: (A) any each sublicense granted agreement shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this AgreementAgreement and the applicable terms and conditions of the Upstream Licenses that are set forth on Schedule 2.4 (Upstream License Provisions Applicable to Biogen) that are applicable to each Sublicensee as if it were Biogen; and, e(B) Licensee identifies any and Biogen shall remain responsible for the performance of all Sublicensees, including any Sublicensees of its AffiliatesSublicensees to the same extent as if such activities were conducted by Biogen and for any payments due hereunder with respect to any activities of any Sublicensees; and (C) Biogen shall ensure that its Sublicensees comply with the terms and conditions of this Agreement and the terms and conditions of the applicable Upstream Licenses that are set forth on Schedule 2.4 (Upstream License Provisions Applicable to Biogen). In addition, within [*] days after the execution of any sublicense agreement with (1) a Third Party (other than an agreement [*] unless such agreement [*] pursuant to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progenywhich [*]), or Unmodified Derivatives except (2) to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunderrequired under an Upstream License, unless ATCCan Affiliate, in its sole discretioneach case ((1) and (2)), agrees in writing to Biogen shall provide Sangamo with a true and complete copy of such a sublicense or unless agreement, provided that Biogen may redact certain terms of such further sublicense is restricted agreement to the manufacture and Sales of Licensed Products, such agreement will extent not be unreasonably withheld. 3.3 Licensee shall be responsible pertinent to ATCC for all either Party’s rights or obligations of its Related Parties in under this Agreement or necessary to verify compliance with the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach requirements of this Agreement and any applicable Upstream Licenses. 27 [*] = Certain confidential information contained in this document, marked by any Related Party will be treated brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ii) If Biogen cannot grant further sublicenses under a breach particular Upstream License, then at Biogen’s request in conjunction with Biogen’s granting of a sublicense under this Section 2.1(b) (Sublicenses), Sangamo shall grant a sublicense under such Upstream License directly to such sublicensee for no additional consideration to Sangamo (but subject to Section 2.1(b)(iii)) (Sublicenses) on terms that are consistent with such Upstream License, the sublicense granted by Licensee. If ATCC brings suit against a Related Party for breach Biogen to such sublicensee and the terms of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense iii) Biogen shall be deemed Confidential Information solely responsible for paying any sublicense issuance and sublicense maintenance fees owed to Third Parties pursuant to the applicable Upstream Licenses that (A) are specifically attributable to the grant of Licensee a sublicense by Biogen (or further sublicenses by Sublicensees) or by Sangamo at Biogen’s request pursuant to Section 2.1(b)(ii) (Sublicenses) and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary (B) are specifically identified on Schedule 2.4 (Upstream License Provisions Applicable to enforce its rights hereunderBiogen) or that Biogen otherwise agrees to pay. 3.5 (iv) Upon expiration or termination of this Agreement for any reasonreason and within [*] days after such termination, all sublicenses to rights granted to upon the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC request of any sublicenseSublicensee that (A) has been granted rights to Develop or Commercialize any Terminated Product in any Terminated Region, ATCC shall (B) is not [*], (C) is not, [*], (D) is not then in breach of its sublicense agreement with Biogen and (E) provides such request to Sangamo within [*] days after such termination, Sangamo will negotiate in good faith with such Sublicensee to attempt to agree upon reasonable terms and conditions pursuant to which Sangamo and such Sublicensee would enter into a new license agreement pursuant to which Sangamo would grant such Third Party a direct license with the same license scope, territory and duration as such Sublicensee’s sublicense from Biogen (each a “New License Agreement”). Under such New License Agreement, Sangamo will not be bound by any grant of rights broader than, and will not be required to perform any duties under an assigned sublicense beyond ATCC’s duties under obligation other than, those rights and obligations contained in this Agreement and all applicable rights of Sangamo set forth in this Agreement shall be included in such New License Agreement. Upon Licensee’s requestNotwithstanding the foregoing, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall Sangamo will not be terminated upon termination of this Agreement, To the extent that ATCC is willing obligated to give such assurances, ATCC agrees that it shall enter into a written agreement New License Agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseany Sublicensee.

Sublicenses. 3.1 Subject Licensee may grant a sublicense, option to the terms and conditions set forth in this Agreementsublicense, Licensee and or any other right relating to any Licensed Technology to any of its Affiliates shall have without the right to grant sublicenses further sublicense rights to any Third Parties Party. Licensee may grant a sublicense, option to sublicense, or develop, make, use and Sell any other right relating to any Licensed Products Technology to any Third Party solely as provided in the Territory and in the Field of Use provided that: a) any sublicense this Section 7.3 (Sublicenses). Licensee may enter into Sublicense Agreements only with POZEN’s prior consent. In order for rights under Licensed Technology to be validly granted shall be subject to a written sublicense agreement between Licensee or its respective AffiliatesSublicensee, and the Sublicense; b) ATCC is explicitly stated I Sublicense Agreement with such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to Sublicensee must be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the following terms and conditions of this Agreement, and will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.5 (Payments and Sales Reporting), and 8.6 (Records; and, eAudit). Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and (ii) ensure that any Sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee identifies any and all Sublicensees, including any Sublicensees hereby guarantees the performance of its AffiliatesAffiliates and Sublicensees that are sublicensed as permitted herein, to ATCC. 3.2 For and the avoidance grant of doubtany such sublicense will not relieve Licensee of its obligations under this Agreement, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the Licensed Products. foregoing, Licensee shall will have no the right to permit sell POZEN Products through any Sublicensee distributors or sub-distributors of its choice, without the need to further sublicense any f the right granted to Licensee hereunder, unless ATCCobtain prior consent from POZEN, in carrying out its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties Commercialization activities under this Agreement. Upon Licensee’s requestCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, at any time during the Agreement TermWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Sublicenses. 3.1 Subject 1.1 Each sublicense agreement between Alliance Member and its End Users pertaining to the terms Licensed Software shall provide without limitation: 1.2 Sublicensee may use the Licensed Software only in object code form in accordance with the Documentation, at a previously designated production site to support the number of Subscriber's licensed for the Licensed Software; 1.3 Sublicensee may not transfer or duplicate the Licensed Software except for temporary transfer in the event of CPU malfunction and conditions a single backup or archival copy; 1.4 Sublicensee may not sell, lease, license, sublicense, transfer, assign, encumber or otherwise deal with any portion of the Licensed Software or Documentation; 1.5 Sublicensee may not use the Licensed Software to provide data processing services to third parties, commercial timesharing, rental or sharing arrangements, or on a "service bureau" basis or otherwise use or allow others to use the Licensed Software for the benefit of any third party; 1.6 Sublicensee may not use the Licensed Software for any purpose outside of the scope of the authorized use Application (which Application must be approved in writing by Portal), which shall be specifically set forth in this the Sublicense Agreement; 1.7 Except to the minimum extent necessary to comply with EC Directive, if applicable, or other applicable legislation, Sublicensee shall not decompile, disassemble, or reverse engineer any portion of the Licensed Software or attempt to discover any source code or underlying ideas or algorithms of any Licensed Software; 1.8 Title to the Licensed Software does not pass to Sublicensee; 1.9 Portal shall not be liable for any damages, whether direct, indirect, incidental or consequential arising from the use of the Licensed Software; 1.10 Sublicensee, at the termination of the Agreement, Licensee shall discontinue use of and its Affiliates shall have destroy or return to Portal the right Licensed Software, related Licensed Software Documentation and all archival or other copies of the Licensed Software; 1.11 Customer may not publish any results of benchmark test runs on the Licensed Software; 1.12 With respect to grant sublicenses to Third Parties or develop, make, Licensed Software for use and Sell Licensed Products in the Territory United States, Sublicensee may not transfer the Licensed Software outside of the United States; for Licensed Software licensed for use outside of the United States, Sublicensee shall comply fully with all relevant export laws and in regulations of the Field of Use provided that: a) United States to assure that neither the Licensed Software, nor any sublicense granted direct product thereof, shall be subject to a written sublicense agreement between Licensee exported, directly or its respective Affiliatesindirectly, and in violation of the SublicenseUnited States or other applicable law; b) ATCC 1.13 Portal is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreementthe Sublicense Agreement; c) each Sublicense has agreed 1.14 The Licensed Software is not specifically developed or licensed for use in the written sublicense agreement to be bound by all applicable termsany nuclear, conditionsaviation, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progenymass transit, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productsmedical application or in any other inherently dangerous applications. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC Portal shall not be bound to liable for any duties under an assigned sublicense beyond ATCC’s duties under this Agreementclaims for damages arising from such use if the Sublicensee uses the Licensed Software for such applications. Upon Licensee’s request, at any time during the Agreement Term, ATCC Sublicensee agrees to meet indemnify and confer hold Portal harmless from any claims for losses, costs, damages or liability arising out of or in connection with Licensee and/or Licensee’s Affiliates the use of the Licensed Software in such applications. 1.15 Sublicensee shall not use any Licensed Software, or allow the transfer, transmission, export, or re-export of any Licensed Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency. All the limitations and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give restrictions on the Licensed Software in this Agreement also apply to the Sublicensees that Documentation. 1.16 Unless otherwise approved by Portal in writing, Subscribers shall be counted as follows: "Subscriber" means an individual customer record account object ("Customer Record") in each database used in connection with the subject Sublicensees shall not be terminated upon termination Licensed Software ("Licensed Software Database"). The total number of this Agreement, To Subscribers is exactly equal to the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and number of Customer Records in the ATCC’s agreement not to require termination of the sublicenseLicensed Software database.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates Ambit shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to the rights licensed to Ambit under Sections 2.1.1 and 2.1.2 to any Affiliate of Ambit for so long as such agreement; cAffiliate remains an Affiliate of Ambit, provided that (i) each Sublicense has agreed such Affiliate shall agree in the written sublicense agreement writing to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC subject to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each this Agreement in the same manner and to the same extent as Ambit, (ii) Ambit shall remain responsible for the performance of this Agreement and shall cause such agreement are consistent Affiliate to comply with and not less restrictive than the terms and conditions of this Agreement; and, e, and (iii) Licensee identifies any such sublicense is to make, use (including in activities directed at the research and all SublicenseesDevelopment of Licensed Compounds), including any Sublicensees of its Affiliateshave made, sell, offer to ATCC. 3.2 For sell, export and import and otherwise exploit or Commercialize Licensed Compounds and Licensed Products in the avoidance of doubtField in the Territory. In addition, neither Licensee nor its Affiliates Ambit shall have the right to grant (i) sublicenses with respect to the rights licensed to Ambit under Sections 2.1.1 and 2.1.2 to Third Parties provided each such sublicense is to make, use (including in activities directed at the ATCC Materialresearch and Development of Licensed Compounds), Progenyhave made, sell, offer to sell, export and import and otherwise exploit or Unmodified Derivatives except Commercialize Licensed Compounds and Licensed Products in the Field in the Territory solely in accordance with this Section 2.2. (a) Subject to Article 3, Ambit shall only have the right to grant a (sub)license to any Third Party (sub)licensee with respect to the Development or Commercialization of any Licensed Compound or any Licensed Product containing such Licensed Compound (including without limitation any sublicense, co-development, co-promotion or similar arrangement expressly granting such rights) (such arrangement being a “License”) upon […***…]. The foregoing (sub)license limitations shall not limit Ambit’s ability to engage Third Party contractors in the Development, manufacture and/or shipping/warehousing of any Licensed Compound or any Licensed Product containing such Licensed Compound, provided such engagement is essentially a fee-for-service or similar purchase arrangement and does not grant the Third Party contractor the right to sell or promote such Licensed Compound or such Licensed Product. Other than a permitted assignment of this Agreement in accordance with Section 15.4.1, Ambit shall not have the right to enter into any License for any Licensed Compound or any Licensed Product containing such Licensed Compound with a Third Party until after […***…] as set forth above, and then only in accordance with this Section 2.2 and Article 3. (b) Subject to the foregoing and Article 3, Ambit shall have the right to enter into a License agreement with a Third Party, provided that, to the extent they any such License agreement grants rights with respect to any Licensed Compound: (i) such License agreement shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit Ambit’s ability to fully perform all of its obligations under this Agreement or BMS’ rights under this Agreement; (ii) in such License agreement, the Sublicensee shall agree in writing to be bound to Ambit by terms and conditions that are incorporated I substantially similar to, or less favorable to the Licensed Products. Licensee Sublicensee than, or otherwise allow Ambit to fully perform, the corresponding terms and conditions of this Agreement; (iii) in such License agreement, BMS shall have no right be made an express third party beneficiary of the Sublicensee’s obligations to permit Ambit under such License that relate to compliance with the terms and conditions of this Agreement; (iv) promptly after the execution of such License agreement, Ambit shall provide a copy of such License agreement to BMS, with financial and other commercially sensitive terms redacted, (v) Ambit shall remain responsible for the performance of this Agreement (including, without limitation, its obligations under Sections 5.1(a) and 6.1), the payment of all payments due, and making reports and keeping books and records, and shall use commercially reasonable efforts to monitor such Sublicensee’s compliance with the terms of such License; (vi) any Sublicensee sublicense rights granted by Ambit in a License (to further sublicense any f the right extent such sublicensed rights are granted to Licensee hereunderAmbit in this Agreement) shall terminate on a country-by-country and Licensed Product-by-Licensed Product basis effective upon the termination under Section 13.2 of the license from BMS to Ambit with respect to such sublicensed rights, unless ATCCprovided that such sublicensed rights shall not terminate if, as of the effective date of such termination by BMS under Section 13.2, the Sublicensee is not in material breach of its sole discretionobligations to Ambit under its License agreement, and within sixty (60) days of such termination the Sublicensee agrees in writing to such be bound directly to BMS under a sublicense or unless such further sublicense is restricted license agreement substantially similar to this Agreement with respect to the manufacture rights sublicensed hereunder, substituting such Sublicensee (a “Surviving Sublicensee”) for Ambit, and Sales provided further that (A) such license agreement shall not prejudice any remedy BMS may have against Ambit for the circumstances which were the basis for such termination by BMS; (B) the scope of the rights granted to the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall be equal to the scope of the rights that had been sublicensed by Ambit to the Surviving Sublicensee pursuant to the License agreement; (C) such license agreement shall not include the provisions of Article 3 or Section 8.1 hereof; (D) Ambit shall no longer be obligated under this Agreement to pay amounts set forth in Sections 8.2 and 8.3 hereof, to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees; and (E) such license agreement shall obligate the Surviving Sublicensee to pay directly to BMS amounts corresponding to those set forth in Sections 8.2 and 8.3 hereof which are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees; and (vii) such Sublicensees shall have the right to grant further sublicenses with respect to the Development or Commercialization of Licensed Products, provided that such agreement will not be unreasonably withheld. 3.3 Licensee further sublicenses shall be responsible in accordance with and subject to ATCC for all obligations of its Related Parties the terms and conditions of this Section 2.2 other than any reference to Article 3 contained therein (i.e., the Sublicensee shall be subject to this Section 2.2 in the same fashion manner and to the full same extent as Ambit, but shall not be subject to Article 3). For purposes of clarification, the preceding provisions of this Section 2.2(b) shall not apply to Licensed Compounds with respect to which Ambit grants BMS a License. (c) For clarity, where provisions of this Agreement provide that Licensee Ambit shall be “solely” responsible or the like with respect to a matter (for example, Sections 5.4, 5.5, or 7.1), it is obligated to ATCC hereunder. A understood that such responsibilities may be carried out or borne on Ambit’s behalf by a permitted Sublicensee or contractor of Ambit. (d) It shall be a material breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary Ambit to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement any License hereunder not in compliance with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensethis Section 2.2.

Sublicenses. 3.1 Subject The Regents also grants to Licensee the terms right to issue exclusive or nonexclusive sublicenses (“Sublicenses”) to third parties to make, have made, use, sell, offer for sale or import Licensed Products and conditions set forth to practice Licensed Methods in any jurisdiction in which Licensee has exclusive rights under this Agreement. To the extent applicable, sublicenses must include all of the rights of and obligations due to The Regents (and, if applicable, the U.S. Government under 35 U.S.C. §§201-212) contained in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 Licensee must pay to The Regents […***…]. For clarification, it is noted that Sublicensing Income as defined in Section 1.10 does not include royalties on the avoidance sale or distribution of doubtLicensed Products or the practice of Licensed Methods, neither Licensee nor its Affiliates shall have the right and compensation to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they The Regents for such payments are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and governed by Section 3.3 but not this Section 3.2 3.3 On Net Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations Products sold or disposed of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this AgreementSublicensee, Licensee shall must pay all reasonable costs incurred to The Regents an earned royalty in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement accordance with Article 5 (Royalties) as if these were Licensee’s Sublicensee and shall promptly provide ATCC with written notification Net Sales. Any royalties received by Licensee in excess of said terminationroyalties due to The Regents under this Paragraph 3.3 belong to Licensee. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall must provide ATCC with to The Regents a complete copy of each sublicense Sublicense within thirty (30 days of issuance execution, and a copy of such sublicense. Any such sublicense shall be deemed Confidential Information all information submitted to Licensee by Sublicensees relevant to the computation of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with the payments due to The Regents under this Article 13, except as may be necessary to enforce its rights hereunder3. 3.5 Upon expiration or termination of If this Agreement is terminated for any reason, all sublicenses outstanding Sublicenses, not in default, will be assigned by Licensee to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCCThe Regents, at its sole discretionthe option of The Regents. The Sublicenses will remain in full force and effect with The Regents as the licensor or sublicensor instead of Licensee, agrees in writing to an assignment to ATCC but the duties of any sublicense, ATCC shall The Regents under the assigned Sublicenses will not be bound to any greater than the duties under an assigned sublicense beyond ATCC’s duties of The Regents under this Agreement. Upon Licensee’s request, at any time during and the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to rights of The Regents under the Sublicensees that the subject Sublicensees shall assigned Sublicenses will not be terminated upon termination less than the rights of The Regents under this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, including all financial consideration and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination other rights of the sublicenseThe Regents.

Sublicenses. 3.1 Subject The Regents also grants to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses sublicense to Third Parties or developthird parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, makewith the right to further sublicense as provided below, use and Sell Licensed Products in as long as the Territory and in the Field of Use provided that: a) any sublicense granted shall Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement between Licensee or its respective Affiliatesagreement. Each and every sublicense will include all of the rights of, and will require the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed performance of all the obligations due to, The Regents and HHMI (and, if applicable, the United States Government and other sponsors), other than those rights and obligations specified in the written sublicense agreement to be bound by all applicable terms, conditions, obligations Article 5 (including payments, reportingIndexed Milestone Payment), and inspections) Paragraphs 21.4 and other restrictions 21.6 (reimbursement of Patent Prosecution Costs). Licensee may grant its Sublicensee the further right to grant sublicense rights under any of the rights granted by ATCC The Regents to Licensee under hereunder but only to the [*] = Certain confidential information contained in this Agreement document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. extent needed for the research, development (including for the purposes of conducting pre-clinical and clinical trials, and seeking regulatory approval for commercialization), manufacture and/or commercialization of Licensed Product and/or Licensed Methods; provided that protect or benefit ATCC’s rights each and interests; d) any such further Sublicensees shall be bound by the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 . For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee and Joint Ventures shall have no right to permit licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense, and the Licensee will not enter into any Sublicensee to further sublicense research or development arrangements for Licensed Products or Licensed Services with any f the right granted to Licensee hereunderthird party without granting it a sublicense, unless ATCC, in its sole discretion, agrees in writing to such if a sublicense or unless such further sublicense is restricted required to conduct the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in applicable activities. For the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach purposes of this Agreement, the operations of all Sublicensees with respect to the exploitation of the Patent Rights shall be deemed to be the operations of the Licensee, for which the Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. be responsible. 3.2 In the event of that The Regents and the Licensee each own an uncured breach by undivided interest in any Sublicensee then Patent Rights licensed hereunder, the Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and shall promptly provide ATCC with written notification of said terminationconditions described in this Article 3 (Sublicenses). 3.4 3.3 The Licensee shall will notify ATCC The Regents of each sublicense granted hereunder and shall will provide ATCC The Regents with a complete copy of each sublicense, which may be redacted of any terms not necessary for The Regents to confirm compliance with the terms of this Agreement or Sublicense Fees paid by the Licensee (along with a summary of the material terms of each such sublicense) and each amendment to such sublicense within thirty (30 30) days of issuance of such sublicensesublicense or such amendment. Any such The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents under the terms of this Agreement. The Licensee will guarantee all monies due The Regents from Sublicensees under the terms of this Agreement. For clarity, if the Licensee grants a sublicense shall that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Royalty required to be deemed Confidential Information paid under Paragraph 9.1 below, then the Licensee will pay to The Regents a total amount equal to the Royalty based on the Sublicensees’ Net Sales as provided for in Paragraph 9.1. The Licensee will require Sublicensees to provide it with copies of Licensee all progress reports and ATCC shall maintain such Confidential Information in confidence royalty reports in accordance with Article 13the provisions herein and the Licensee will collect and deliver all such reports due The Regents from Sublicensees under the terms of this Agreement. [*] = Certain confidential information contained in this document, except marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as may be necessary amended. 3.4 If Licensee licenses patent rights assigned to enforce its rights hereunderor otherwise acquired by it (“Licensee’s Patent Rights”), and it believes, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee’s Patent Rights, then the Licensee will not separately grant a license to such recipient under Licensee’s Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 3.5 Upon expiration or any termination of this Agreement for any reason, all sublicenses to rights granted by Licensee shall survive termination as direct licenses from The Regents to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall Sublicensees; provided that The Regents will not be bound by any grant of rights broader than, and will not be required to perform any duties under an assigned sublicense beyond ATCC’s duties under obligation other than, those rights and obligations contained in this Agreement; and provided further, that at such time such Sublicensee is not in breach of any of its obligations under the sublicense granted to it by Licensee. Upon Licensee’s requestMoreover, at any time during The Regents will have the Agreement Term, ATCC agrees sole right to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees modify each such surviving license to include all of the rights of The Regents (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliatesand, if applicable, the United States Government and such Sublicensees regarding setting other sponsors) that are contained in this Agreement, including the payment of Earned Royalties, directly to The Regents by the Sublicensee as if it were the Licensee at the rate with respect to Earned Royalties set forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensein this Agreement.

Sublicenses. 3.1 Subject to Section 2.2, Ra Pharma may not grant sublicenses under the terms license granted under Section 2.1, except as follows: (a) Ra Pharma may grant sublicenses to Camurus IP to any of its Affiliates or Third Parties as required to make and conditions have made the Product; (b) Ra Pharma may grant sublicenses to the Camurus IP to any of its Affiliates or Third Parties to develop, make, have made, use, sell, offer for sale, market and promote a Product in the Licensed Field in the Territory; provided, that in each such case (a) and (b): (i) Ra Pharma shall be liable to Camurus as if Ra Pharma is exercising such sublicensed rights itself under this Agreement; (ii) the Sublicensee shall not be permitted to grant further sublicenses, unless the Sublicensee is an Affiliate of Ra Pharma, in which case the Sublicensee may sublicense any portion of its rights to another Affiliate of Ra Pharma for so long as such entity remains an Affiliate of Ra Pharma; and (iii) Ra Pharma shall provide upon written request by Camurus reasonable assurance that its Sublicensees comply with confidentiality, indemnity, reporting, audit rights, access to data (including to obtain rights to Placebo Development Data, as applicable pursuant to this Agreement, from Sublicensees), and information obligations at least equal to those set forth in this Agreement, Licensee and its Affiliates . Ra Pharma shall have promptly provide notice to Camurus of any sublicense granted pursuant to this Section 2.3. Any person or entity that receives a sublicense or is otherwise granted the right to promote and sell the Product as permitted hereunder is a “Sublicensee”. Notwithstanding the foregoing, Ra Pharma may only grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective AffiliatesSublicensee rights to manufacture the material embodying the FC Technology and Product within the US, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations EU (including payments, reporting, and inspectionsUK) and other restrictions of the rights granted by ATCC to Licensee under Japan, without Camurus’ prior written approval. Certain information marked as [***] has been excluded from this Agreement that protect or benefit ATCC’s rights exhibit because it is both (i) not material and interests; d(ii) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCCwould be competitively harmful if publicly disclosed. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject The Regents also grants to the terms and conditions set forth in Licensee the 1ight to sublicense the 1ights granted to the Licensee hereunder (“Sublicense(s)”), as long as the Licensee has cunent exclusive rights thereto under this Agreement. Licensee is fuithe1more granted the1ight to allow a Sublicensee the right to grant further Sublicenses under Patent Rights and Associated Technologies (“Second Tier Sublicense”), Licensee and its Affiliates provided that such Second Tier Sublicensee shall not have the right to grant sublicenses ftuther Sublicenses, unless Licensee obtains the p1ior w1itten approval of The Regents. A Sublicensee may assign its entire1ights and obligation under a Sublicense to Third Parties or developan Affiliate thereof, makewithout The Regents p1ior consent. Sublicenses will (i) be issued in writing, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a(ii) any sublicense granted shall be subject to a this Agreement, (iii) not provide anything of value in lieu of cash as consideration for such Sublicense without the express written sublicense agreement between Licensee or its respective Affiliatesconsent of The Regents, (iv) include an express prohibition against issuing ftu·ther Sublicenses, and the Sublicense; b(v) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by include all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC of The Regents and require the perfo1mance of all obligations due to Licensee under this Agreement that protect or benefit ATCC’s The Regents (and, if applicable, the United States Government and other sponsors) including the rights and interests; d) the terms obligations detailed in Articles 8, 14, 15, 16, and conditions 20 (royalty repo1ts, use of each such agreement are consistent with names, limited warTanties, limitation of liability, and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 indemnification). For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach pmposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. Affiliates and joint ventures do not have lights to Patent Rights under this Agreement and must be issued a valid Sublicense pursuant to Article 3 (Sublicenses) in order to exercise any of the Patent Rights. 3.2 Licensee must pay to The Regents of all reasonable costs incurred Sublicensing Income, provided however: All non-royalty payments received by Licensee from under the Agreement will be considered Sublicensing Income. Notwithstanding Paragraph 1.6, the only deductions allowable for such Sublicensing Income in connection therewiththe preceding sentence will be payments received specifically for the reimbursement of Patent Costs as specified in the Agreement. Licensee must pay the percentages on Sublicensing Income to The Regents on a qua1terly basis, including without limitation attorneysixty (60) days following the end of a calendar quarter for Sublicensing Income received dming such quarter. 3.3 On Net Sales of Licensed Products sold or disposed by a Sublicensee, Licensee must pay to The Regents an ear·▇▇▇ royalty in accordance with Article 6 (ROYALTIES) as if these were Licensee’s fees and disbursementsNet Sales except that Licensee will only be required to a The Regents of any royalties received by Licensee on the sales of a Licensed Product , provided that in no event willl the royalty on Net Sales due to The Regents fall below for sales completed by . In the event of an uncured breach a Licensed Product is not covered by any Sublicensee then Licensee shall terminate a Valid Claim in the respective count1y, such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationroyalties on sales will not fall below Percent. 3.4 Licensee shall will notify ATCC The Regents of each sublicense granted hereunder Sublicense issued and shall will provide ATCC The Regents with a complete copy of each sublicense Sublicense and any subsequent amendments thereto within thirty (30 30) days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderSublicense or amendment. 3.5 Upon expiration or termination Licensee will be responsible for the collection of all payments due under Sublicenses to The Regents and provide The Regents with copies of Sublicensee’s royalty and progress reports, such reports sufficient to establish all amounts due to The Regents under this Agreement. 3.6 If this Agreement is tenninated for any reason, then upon request of each Sublicensee, The Regents will enter into a license agreement with such Sublicensee (’‘New License Agreement”), provided that the Sublicensee is in good standing upon tennination of this Agreement with Licensee. The te1ms of such New License Agreement shall be substantially siinilar to the te1ms of the Sublicense, except that the obligations of The Regents under such New License Agreement will not be greater than the obligations of The Regents under such New License Agreement, and the rights of The Regents under such New License Agreement will not be less than the 1ights of The Regents under this Agreement, including all sublicenses financial consideration such as the payment of Earned Royalties directly to The Regents and payment of any unreimbursed patent expenses with respect to the po1tion of Patent Rights sublicensed to each Sublicensee, provided however that this shall not apply in relation to the equity rights granted to The Regents pursuant to Sections 5.4 to 5.7 (and other provisions making reference to Going Public), and flllther provided that payments akeady made by the Sublicensee to the Licensee and its Affiliates hereunder, (e.g. Inilestone payments for the same or siinilar events than to those provided for in this Agreement) shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned taken into account for the New License Agreement. The Regents fmther agree that each sublicense beyond ATCC’s duties granted by Licensee under this Agreement shall remain in full force and effect until such time as The Regents and such Sublicensee enter into such New License Agreement or mutually agree to te1minate negotiation of such New License Agreement. Upon LicenseeNotwithstanding the foregoing, each Sublicensee’s request, at any time during the Agreement Term, ATCC agrees 1ight to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement New License Agreement (and to have its sublicense smvive until such New License Agreement is executed) shall only be available to the extent (i) Licensee has provided The Regents with Licensee or a copy of the Sublicense granted to such Sublicensee as required under Paragraph 3.2, (ii) such Sublicensee notifies The Regents within 30 days after the te1mination of this Agreement that it wishes to enter into a New License Agreement, (iii) Sublicensee pays to The Regents its Affiliates, if applicablepro rata share of any unreimbursed patent expenses during the negotiation of the New License Agreement within 30 days of the mailing date of the invoice for such expenses, and (iv) such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement Sublicensee is not involved in litigations as an adverse paity to require termination of the sublicenseThe Regents.

Sublicenses. 3.1 Subject The Regents also grants to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses sublicense to Third Parties or developthird parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, makewith no right to further sublicense except as provided below, use and Sell Licensed Products in as long as the Territory and in the Field of Use provided that: a) any sublicense granted shall Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement between Licensee or its respective Affiliates, and agreement. Such sublicenses to Sublicensees will include all of the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s The Regents' (and, if applicable, the United States Government's and other sponsors') rights and interests; d, other than 11 those terms, conditions and obligations specified in Article 5 (License Issue Fee), Article 6 (License Maintenance Fee) the terms and conditions of each such agreement are consistent with Paragraph 8.2 (Minimum Annual Royalty) and not less restrictive than the terms Paragraphs 20.5 and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 20.7 (reimbursement for Patent Prosecution Costs). For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee and no Sublicensee shall have any right to further sublicense any f of the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee hereunder. Also, for the avoidance of doubt, Affiliates and its Affiliates hereunder, Joint Ventures shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties have no licenses under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s unless such Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to Joint Ventures are granted a sublicense. For the Sublicensees that the subject Sublicensees shall not be terminated upon termination purposes of this Agreement, To the extent operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. 3.2 In the event that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance The Regents and the ATCC’s agreement Licensee each own an undivided interest in any Patent Rights licensed hereunder, the Licensee will not separately grant a license to require termination of any third party under its rights without concurrently granting a license under The Regents' rights on the sublicenseterms and conditions described in this Article 3 (Sublicenses).

Sublicenses. 3.1 Subject (a) Shionogi shall, for so long as GARDP is expending reasonable best efforts to pursue the Access and Stewardship Objectives in accordance with the Market Access Plan, refer to GARDP all enquiries received by Shionogi from potential partners for countries in the Territory, and such potential partners shall be evaluated by GARDP in accordance with the Market Access Plan. Notwithstanding the foregoing, should the Parties agree, or Shionogi reasonably determine after consulting with GARDP, that it would be preferable for the Access and Stewardship Objectives to grant a Third Party a direct license to the terms Licensed Product for one or more countries in the Territory where access is not being addressed by GARDP or its Sublicensees, Shionogi shall be free to grant such license directly to the Third Party. (b) The Parties shall evaluate in good faith the capacities and conditions set forth proposals of each potential Third-Party Sublicensee to perform its obligations in this Agreementaccordance with the Access and Stewardship Objectives in countries within the Territory. Each Sublicensee shall be approved by Shionogi prior to the grant of any Sublicense, Licensee and its Affiliates Shionogi shall have the right to withhold approval of any Sublicensee proposed by GARDP for reasonable concerns. (c) The Parties acknowledge and agree that potential Sublicensees of the license granted by Shionogi to GARDP in Section 2.1 shall be identified by GARDP and/or CHAI in accordance with the Collaboration Agreement. These Sublicensees may be involved in Manufacturing the Licensed Product (and/or Licensed Compound), in Commercializing the Licensed Product, or both. GARDP shall grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in these Sublicensees according to the Territory and in the Field terms of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable termsentered into with at least the provisions attached as Schedule F to this License Agreement, conditions, obligations (including payments, reporting, and inspections) and other restrictions except to the extent these provisions are not relevant for the Sublicensee given the nature of the rights granted by ATCC to Licensee under this them (each such executed sublicense agreement being a Sublicense Agreement, the sublicense granted pursuant thereto being a Sublicense, and each Third Party with which a Sublicense Agreement that protect or benefit ATCC’s rights and interests;is entered into being a Sublicensee). (d) Each Sublicense Agreement will include an agreed Commercialization plan (the terms Sublicense Access Plan), including specific target dates for Commercialization objectives in the portion of the Territory covered by such Sublicense Agreement and conditions means by which the Sublicensee will adhere to, and promote Third Party adherence to, the Access and Stewardship Objectives. The Sublicensee shall have an obligation to devote commercially reasonable efforts to achieving the objectives and target dates of their Sublicense Access Plan. The Sublicense Access Plan for each such agreement are Sublicensee shall be agreed to by Shionogi, and progress under the Sublicense Access Plan for each Sublicense Agreement will be routinely discussed with Shionogi in the License Management Subcommittee. Shionogi shall also have the right to review and approve each Sublicense Agreement to ensure that it is consistent with and not less restrictive than the terms and conditions of this Agreement; and,License Agreement (including the provisions attached as Schedule F), and may refuse to approve any proposed Sublicense Agreement that is not consistent. Shionogi shall promptly provide its feedback to any first and final draft of each Sublicense Agreement proposed by GARDP. (e) Licensee identifies any and GARDP may include in each Sublicense Agreement a covenant by GARDP not to seek another market access partner for the country(ies) covered by such agreement, together with a confirmation that Shionogi has agreed to refer to GARDP all Sublicenseesenquiries from potential market access partners for such country(ies), including any Sublicensees of in each case for so long as the Sublicensee is complying with its Affiliates, to ATCC. 3.2 diligence obligations. For the avoidance of doubt, neither Licensee nor the license granted herein is non-exclusive and nothing herein shall restrict Shionogi or its Affiliates shall have the right to sublicense the ATCC Materialagents’ Development, ProgenyManufacture, or Unmodified Derivatives except Commercialization (including registration) of any product containing cefiderocol within the Territory. (f) Any Sublicense Agreement will be entered into subject to the extent they are incorporated I following: (i) it will refer to this License Agreement and will be subject to and subordinate to this License Agreement; (ii) the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees Sublicensees will confirm in writing that it has reviewed the terms and conditions of this License Agreement and agree to such a sublicense not perform any acts or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties omissions that would place GARDP in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party License Agreement; (iii) the sublicense rights granted to each Sublicensee will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees non-sublicensable and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, non-transferable except as may be necessary expressly provided under the Sublicense Agreement; (iv) each Sublicensee will be entitled, limited to enforce the activities described in its Sublicensee Access Plan and subject to the express rights hereundergranted as set forth in the applicable Sublicense Agreement, to make, have made, offer for sale, have sold, export or import the Licensed Compound, whether inside or outside of the Territory, exclusively for use in the Field in the Territory; (v) each Sublicensee shall be required to enter into a Safety Data Exchange Agreement, as contemplated by Section 6.1; (vi) the Sublicensees will be entitled, limited to the activities described in its Sublicensee Access Plan and subject to the express rights granted as set forth in the applicable Sublicense Agreement, to offer for sale, sell, and have sold the Licensed Product to customers outside of the Territory solely to the extent that such Licensed Product will be exclusively imported (as applicable) and used in the Field in the Territory and not exported outside of the Territory; and (vii) before entering into a Sublicense Agreement, GARDP and/or CHAI, as applicable in accordance with the Collaboration Agreement, will perform due diligence of the proposed Sublicensees in order to ensure compliance with applicable laws relating to corruption (including anti-bribery laws and the U.S. Foreign Corrupt Practices Act and the Unfair Competition Prevention Act and Penal Code Act in Japan); and if applicable relevant national and international quality and good manufacturing practices. No Sublicense Agreement may be entered into before the satisfactory completion of such due diligence by GARDP and/or CHAI, and the approval of such proposed Sublicensee by Shionogi. 3.5 Upon expiration (g) GARDP will procure that: (i) each applicable Sublicensee has demonstrated capability to Manufacture the Licensed Product it intends on Manufacturing; and (ii) each applicable Sublicensee will file for registration of the Licensed Product in at least one country in the Territory within four (4) years of the start of technical transfer pursuant to Section 4.2 to the Sublicensee, or termination if there is no technical transfer to the Sublicensee, within four (4) years of the Effective Date of the applicable Sublicense Agreement. (h) GARDP will coordinate execution of the Sublicense Agreement between GARDP and each Sublicensee. (i) GARDP will not modify the terms and conditions of any executed Sublicense Agreement (including the provisions as attached as Schedule F) without Shionogi’s prior written consent. Shionogi may refuse to consent to any proposed Sublicense Agreement amendment that is not consistent with the terms of this License Agreement (including the provisions as attached as Schedule F). Shionogi shall promptly provide its feedback to any draft Sublicense Agreement amendment proposed by GARDP. (j) GARDP will remain jointly and severally liable with any Sublicensee to Shionogi for any reason, all sublicenses failure by any Sublicensee to rights granted comply with the terms and conditions of this License Agreement applicable to the Licensee Sublicensee or with the terms and conditions of its Affiliates hereunderSublicense Agreement that would cause GARDP to be in breach of its obligations pursuant to this License Agreement or that would otherwise cause damages to Shionogi. (k) GARDP will diligently monitor and enforce each Sublicensee’s compliance with its Sublicense Agreement, including, without limitation, diligently reviewing the progress reports received from such Sublicensee, and monitoring compliance with the applicable Sublicense Access Plan. GARDP shall automatically terminateprovide unredacted copies of any and all such progress reports to Shionogi within ten (10) Business Days of receipt. (l) If GARDP becomes aware of any act or omission of a Sublicensee which constitutes a breach of the relevant Sublicense Agreement, unless ATCCGARDP will: (i) if the breach is capable of correction and does not give rise to an immediate right of termination under the Sublicense Agreement, at its sole discretion, agrees direct the relevant Sublicensee in writing to an assignment cure the breach, with a copy of that writing to ATCC Shionogi; and (ii) if the breach remains uncured at the end of the specified period, or if there are otherwise grounds for termination under the Sublicense Agreement, in consultation with Shionogi, take all actions to procure the termination of the relevant Sublicense Agreement in accordance with its terms. (m) GARDP agrees that it will not grant sublicenses to entities other than Sublicensees approved by Shionogi and will not enter into any sublicenseSublicense Agreement under this License Agreement without the prior written consent of Shionogi. Any purported sublicense not entered into in compliance with the foregoing will be null and void ab initio and without effect. Notwithstanding the foregoing, ATCC licenses contemplated in Section 2.1 may be further sublicensed by Sublicensees through multiple tiers (each further tier sublicensee also being considered a Sublicensee for the purposes hereof) for the purpose of Commercializing the Licensed Product in the Territory that is Manufactured by or for the relevant Sublicensee; provided that all such further tier Sublicensees shall be subject (i) to the approval of both Shionogi and GARDP; and (ii) to all other applicable conditions applicable to Sublicensees. For the avoidance of doubt, Third Parties selling finished product Manufactured and Commercialized under the principal Sublicensee’s name shall not be bound considered further tier Sublicensees. (n) The Sublicense Agreements will prohibit Sublicensees from Manufacturing and selling the Licensed Compound and/or Licensed Product in combination with other active pharmaceutical ingredients in the Territory or outside of the Territory. (o) Without limiting the foregoing, Shionogi has the right to review and comment on any and all proposed Development activities (other than Development relating to Manufacturing / chemistry, Manufacturing and controls (CMC) / process development conducted as part of the technical transfer described in Section 4.2(a)) to be conducted by any Sublicensee (or GARDP, as applicable) relating to the Licensed Product or the Licensed Compound, and whether to conduct, and the design and performance of, all such Development activities by any Sublicensee (or GARDP, as applicable) shall be subject to Shionogi’s prior approval. Shionogi shall use its reasonable best efforts to promptly respond to any duties under an assigned sublicense beyond ATCC’s duties under such proposed Development activities. For the avoidance of doubt, GARDP and/or Sublicensees would be responsible for the cost of any such Development work, including clinical trials. (p) Each Sublicensee shall be solely responsible at its expense for making or procuring from a Sublicensee that Manufactures Licensed Product, as applicable, all of its respective requirements for the Licensed Compound and Licensed Product in conformity with all applicable specifications in the countries of the Territory where it Commercializes the Licensed Product and will hold all relevant authorizations and permits required by the applicable Regulatory Authority(ies) in this respect. In addition, each Sublicensee shall adhere to, and promote Third Party adherence with, the obligations relating to the Access and Stewardship Objectives set forth in the applicable Sublicense Agreement. Upon Licensee’s request. (q) Each Sublicensee that will Manufacture the Licensed Compound and Licensed Product for use and sale in the Territory will (i) do so in strict conformity with the applicable conditions specified in this License Agreement and their Sublicense Agreement, at any time during and (ii) use commercially reasonable efforts in accordance with the Agreement Term, ATCC agrees applicable Sublicense Access Plan to provide a sufficient supply thereof to meet the needs in the countries of the Territory. Without limiting the foregoing and confer to the extent applicable, each Sublicense Agreement with Licensee and/or Licensee’s Affiliates a Sublicensee that Manufactures Licensed Product shall require the Sublicensee to Manufacture the Licensed Product: (a) in a manner consistent with and their respective Sublicensees in accordance with standards validated by a World Health Organization prequalification (WHO PQ) or potential Sublicenseesby any applicable Stringent Regulatory Authority (if the manufacturing site has already been approved by a Stringent Regulatory Authority) or, if neither WHO PQ or an SRA has assessed and confirmed compliance with such manufacturing standards, by a Third Party audit (including relative to GMP) to discuss what assurances ATCC might give confirm adherence with WHO PQ and/or SRA standards, such third party to the Sublicensees that the subject Sublicensees shall not be terminated upon termination agreed by both Parties; and (b) any applicable industry standards for responsible Manufacture of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseantibiotics.

Sublicenses. 3.1 Subject to 6.1. The Company may grant Sublicenses provided that such Sublicenses are in accordance with the terms and conditions set forth in provisions of this Agreement. The Company shall provide Yissum with an executed copy of a Sublicense or an amendment to such Sublicense within ten (10) days of their execution. 6.2. In the context of any Sublicense, Licensee the Company will obtain an agreement from the relevant Sublicensee (i) that such Sublicensee may only use the Licensed Technology and its Affiliates shall have any related information received from the right to grant sublicenses to Third Parties or develop, make, use Company in connection with the further development and Sell Licensed Products in the Territory and in the Field commercialization of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective AffiliatesProduct, and will keep the Sublicense; bsame confidential; and (ii) ATCC is explicitly stated I such written sublicense agreed naming Yissum as a third party beneficiary with respect the right to directly enforce the use and confidentiality provisions described in Subsection (i) above, the reporting provisions indemnification obligations set out below, the set forth below. 6.3. The Company shall ensure that any such agreement; c) each Sublicense has agreed in shall include material terms that require the written sublicense agreement Sublicensee to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) comply with the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees including, Section 14 below, the breach of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee which terms shall be responsible to ATCC for all obligations a material breach. Any act or omission of its Related Parties in the same fashion Sublicensee which is not promptly remedied by the Company or the Sublicensee and to the full extent that Licensee is obligated to ATCC hereunder. A which would have constituted a breach of this Agreement by any Related Party will be treated as the Company had it been an act or omission of the Company, and which the Company has not made best efforts to promptly cure, including termination of the Sublicense, shall constitute a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursementsAgreement by the Company. In the event case of an uncured breach any such act or omission by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with that would have constituted a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination material breach of this Agreement for any reason, all sublicenses by Company entitling Yissum to rights granted to terminate this Agreement had it been the Licensee and its Affiliates act or omission of Company hereunder, (a) Company will take reasonable steps to cause such material breach to be cured (if curable) in a timely manner or (b) if such material breach cannot be cured in a timely manner, Company will notify Yissum of such material breach promptly after Company becomes aware of the relevant act or omission of the Sublicensee and understands both that such act or omission constitutes a material breach and that such material breach is not curable, and the Parties will discuss in good faith the appropriate measures to be taken, which may include termination of the Sublicense. Yissum will not have the right to terminate this Agreement on account of such material breach by such Sublicensee, if (i) such breach is cured in a reasonable time period or (ii) Company discusses with Yissum possible courses of action, and terminates such Sublicense agreement based on a right to terminate the Sublicense agreement (which Company undertakes to include in the Sublicense agreement) if such material breach is not cured within sixty (60) days and Yissum requests Company to terminate the Sublicense agreement due to such failure to cure the material breach. 6.4. Without derogating from the generality of Section 6.3 above, the Company shall automatically terminaterequire each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon request, unless ATCC, at its sole discretion, agrees in writing the Company shall provide such reports to an assignment to ATCC Yissum. 6.5. For the avoidance of any sublicensedoubt it is hereby declared that under no circumstance whatsoever shall a Sublicensee be entitled to assign such Sublicense or further Sublicense the License or any part thereof without the prior written consent of Yissum, ATCC which shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (unreasonably delayed or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensewithheld.

Sublicenses. 3.1 Subject (i) Licensee may grant written sublicenses to third parties with respect to the rights licensed hereunder. Any agreement granting a sublicense shall state that the sublicense is subject to the termination of this Agreement, but that such Sublicensee shall have the right simultaneously with such termination to obtain a license directly from ▇▇▇▇, and ▇▇▇▇ shall simultaneously grant such a license, under the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have . During the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach term of this Agreement, Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. Licensee shall provide ▇▇▇▇ with the name, contact information and address of each Sublicensee, as well as information regarding the number of full-time employees of any such Sublicensee to allow ▇▇▇▇ to determine whether it can maintain its small entity filing status for patent prosecution and maintenance purposes. (ii) With respect to sublicenses granted by Licensee under this Section 2B, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursementsto ▇▇▇▇ what Licensee would have been required to pay to ▇▇▇▇ had Licensee sold the amount of Products sold by such Sublicensee. In addition, if Licensee receives fees or milestone payments in consideration for the event grant of an uncured breach rights under any sublicense, and such amounts are not royalty payments based directly upon the amount or value of Products sold by any Sublicensee the Sublicensee, then Licensee shall terminate pay to ▇▇▇▇ a percentage of such fee or milestone payments as follows: (a) [CONFIDENTIAL] of such fee or milestone payments received under each sublicense agreement entered into within [CONFIDENTIAL] of the date hereof; (b) [CONFIDENTIAL] of such fee or other milestone payments received under each sublicense agreement entered into prior to the date that is [CONFIDENTIAL] from the date hereof but subsequent to the date that is [CONFIDENTIAL] from the date hereof; and (c) [CONFIDENTIAL] of such fee or milestone payments received under each sublicense agreement entered into subsequent to the date that is [CONFIDENTIAL] from the date hereof. The parties agree that payments received by Licensee as payment to or reimbursement for actual costs and expenses, including direct, indirect and overhead allocations, calculated in accordance with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with accounting practices applied on a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence consistent basis in accordance with Article 13generally accepted accounting principles, except incurred in conducting research or other activities on behalf of a Sublicensee as may be necessary part of a research or collaboration or other agreement, or payments received by Licensee as consideration for services or goods provided to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reasona Sublicensee, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound considered as payments subject to any duties under an assigned sublicense beyond ATCC’s duties the percentage distribution set forth above. If goods provided by Licensee to its Sublicensees are Products as defined under this Agreement. Upon Licensee’s request, at then any time during the Agreement Term, ATCC agrees payments received by Licensee for such goods shall be subject to meet and confer with Section 4C. Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination receive from its Sublicensees anything of value in lieu of cash payments in consideration for any sublicense granted under this Agreement, To without the extent that ATCC is willing to give express prior written consent of ▇▇▇▇, such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement consent not to require termination of the sublicensebe unreasonably withheld, conditioned or delayed.

Sublicenses. 3.1 Subject During the term of exclusivity granted hereunder, the license hereby granted shall include the right of LICENSEE or any sublicensee to grant written sublicenses covering Licensed Products, Licensed Services and Licensed Methods, provided that LICENSEE shall include all sales and receipts therefrom received from unaffiliated third parties by all sublicensees in LICENSEE'S statements to LICENSOR as provided in Article V and (A) in the case of sublicenses granted to parties other than to Manufacturers shall pay royalties to LICENSOR in an amount equal to the terms greater of (i) [ ] income received from each such sublicensee for the sale of Licensed Products and conditions set forth Licensed Services and for use of Licensed Confidential portions ( [ ] ) have been omitted pursuant to regulation 240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed separately with the Commission. 9 Methods or (ii)[ ], (x) of the Net Selling Price of each Licensed Product made or sold, or received from the performance of Licensed Services, by or for such sublicensee or (y) of the amounts received by or from the sublicense of Licensed Methods and (B) in this Agreement, Licensee the case of any sublicense granted to a Manufacturer in respect of Intermediate Products pay royalties to LICENSOR as per paragraph 3(b) of Article VI. LICENSEE and its Affiliates sublicensees shall have the right be free to grant sublicenses to Third Parties or developat any royalty rate they may deem appropriate. Notwithstanding the foregoing, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted no multiple royalties shall be subject to payable because a written sublicense agreement between Licensee Licensed Product, Licensed Service, Licensed Method or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect Intermediate Product are or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible sold or licensed to ATCC for all obligations of its Related Parties or by a sublicensee in the same fashion and transaction. In addition to the full extent foregoing, LICENSEE agrees that Licensee is obligated it will remit to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence LICENSOR in accordance with paragraph 2 of Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC VII,[ ] of any sublicenseoption fee, ATCC shall license fee, prepaid royalty or other "front end payment" which it may receive from a sublicensee or which a sublicensee may receive from its sublicensees. It is agreed that research and development funding (as defined hereafter) does not be bound to any duties under constitute an assigned sublicense beyond ATCC’s duties "option fee, licensee fee, prepaid royalty or 'front-end payment'" under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseparagraph.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses (through multiple tiers) to its Affiliates and Third Parties or developunder its license in Section 2.1, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including not grant such sublicenses to any Third Party without limitation attorney’s fees and disbursements. In the event prior written consent of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty Licensor (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary in connection with the engagement of a Third Party contract services provider to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reasonDevelop, all sublicenses to rights granted to Manufacture and/or Commercialize the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensed Products on Licensee’s requestbehalf, at any time during solely in the Agreement TermTerritory), ATCC agrees such consent not to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees be unreasonably withheld or delayed. Each sublicense shall include the following obligations: (or potential Sublicenseesa) to discuss what assurances ATCC might give to the Sublicensees a requirement that the subject Sublicensees shall not be terminated upon termination sublicensee comply with all applicable terms of this Agreement, To (b) if such sublicense contains a right to Commercialize Licensed Products, such sublicense will also contain the following provisions: (i) a requirement that the sublicensee submit applicable sales or other reports to Licensee to the extent that ATCC is willing necessary or relevant to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee the reports required to be made or its Affiliates, if applicablerecords required to be maintained under this Agreement, and (ii) a requirement that such Sublicensees regarding setting sublicensee submit to the audit requirement set forth ATCC’s assurance in Section 5.7, and the ATCC’s agreement not (c) provisions whereby Licensee obtains (i) assignment and transfer of ownership and possession of, or a right to require termination reference all Regulatory Materials and Regulatory Approvals Controlled by such sublicensee that relate to any Licensed Product (which assignment or right of reference may also be provided directly to Licensee), and (ii) ownership of, or a fully sublicensable (through multiple tiers) license under and to, any Know-How and Patent Rights that are developed by or on behalf of the sublicensesublicensee in the performance of such agreement and are reasonably necessary or useful to the Development, Manufacture or Commercialization of Licensed Products (which license shall be exclusive with respect to the right to practice such Know-How and Patent Rights outside the Territory). Licensee shall remain primarily responsible for the acts, errors or omissions, breach, or performance of the obligations hereunder by each of its sublicensees. Licensee shall provide Licensor with a copy of any sublicense agreement it enters into, within thirty (30) days after the execution thereof, provided that such copy may be subject to redaction as Licensee reasonably believes appropriate to protect confidential business information, including financial provisions and other sensitive information as applicable.

Sublicenses. 3.1 Subject The License granted under Article 2 includes the right of the Licensee, for as long as the License is exclusive pursuant to the terms and conditions set forth in of this Agreement, to sublicense to Direct Sublicensees (including to Affiliates and Joint Ventures) any of the rights granted to the Licensee hereunder, on an exclusive or non-exclusive basis, as to the Patent Rights under the Patent Rights License, as determined by the Licensee, and solely on a non-exclusive basis as to the Technology Rights under the Technology Rights License, and provided that the Licensee may not sublicense any Technology Rights to a Sublicensee except in connection with a sublicense by the Licensee to Patent Rights to the same Sublicensee. Notwithstanding the foregoing, and subject to the further provisions of this Section 3.1 providing for [***]. The Licensee may grant its Affiliates shall have Direct Sublicensee(s) the right to further sublicense to Secondary Sublicensee(s) any of the rights granted to the Licensee hereunder, but not greater than the rights granted by the Licensee to such relevant Direct Sublicensee, provided that if such Secondary Sublicensee is an entity that is not an Affiliate of the Direct Sublicensee and such sublicense would grant sublicenses rights to Third Parties the Secondary Sublicensee to uses of the Patent Rights or developTechnology Rights other than for the development, makemanufacture, use marketing and Sell Sales of Licensed Products in the Territory and in the Field of Use provided that: (a) that are substantially similar to those that are developed or under development by the Direct Sublicense during the term of the sublicense to such Direct Sublicensee from the Licensee, or (b) that are anticipated, in writing between the Direct Sublicensee and the Licensee, to be developed under the sublicense to the Direct Sublicensee for human therapeutic uses, then [***]. Each grant of a sublicense by the Licensee to any sublicense granted shall Direct Sublicensee, and by any Direct Sublicensee to any Secondary Sublicensee, must be subject pursuant to a written sublicense agreement between Licensee or its respective Affiliatesagreement, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written which sublicense agreement to be bound by will include all applicable of the terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCCHHMI’s and The Regents', and, as applicable, the United States Government's, rights and interests;, other than those terms, conditions and obligations specified in [***], and which will provide (1) that if any rights under the Patent Rights License [***] to the Licensee as provided in this Agreement, then such sublicense, if it is not already [***], will automatically [***], and (2) for [***]. d) 3.2 Affiliates and Joint Ventures will have no licenses or rights under this Agreement unless such Affiliate or Joint Venture is granted a sublicense, as a Direct Sublicensee, by the Licensee hereunder. 3.3 If The Regents and the Licensee each own an undivided interest in any Patent Rights licensed hereunder (for example, by jointly owning rights in any continuation-in-part under any Patent Rights), the Licensee will not separately grant a license to any third party under such rights of the Licensee without concurrently granting a sublicense to such third party (which third party thus will be a Direct Sublicensee), as to the rights granted to the Licensee under this Agreement, on the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of described in this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationArticle 3. 3.4 The Licensee shall will notify ATCC of each The Regents in writing, within [***] the grant by the Licensee or a sublicense hereunder to a Direct Sublicensee, or after any amendment to any such granted hereunder sublicense, and shall will with such notice provide ATCC The Regents with a complete copy of each sublicense within thirty (30 days or of issuance such, amendment, as relevant. All such notices and copies of such sublicensesublicenses made under this Agreement, and of amendments thereto, will be deemed to be Proprietary Information of the Licensee as so delivered to The Regents. 3.5 All Net Sales made by Sublicensee will, for the purpose of Earned Royalties and Minimum Annual Royalties due from the Licensee to UCSF under this Agreement by the Licensee, be deemed to be Net Sales by the Licensee, and the Licensee will collect from Direct Sublicensees and, directly from Secondary Sublicensees or through the relevant Direct Sublicensee, and will, subject to the provisions of Section 3.5.1, pay to The Regents when due hereunder as if such Net Sales had been made by the Licensee, all fees, payments and royalties due to be paid to The Regents hereunder as if Net Sales were made by the Licensee, such that if the Licensee grants a sublicense that contains a provision for payment of royalties by any Sublicensee in an amount that is less than the Sublicensee Royalty required to be paid under Section 8.1, then the Licensee will pay to The Regents a total amount equal to the Sublicensee Royalty based on the Sublicensees’ Net Sales as provided for in Section 8.1. 3.5.1 The Licensee does not guarantee any monies due The Regents from Sublicensees that are not received by the Licensee. Any failure of the Licensee to pay to The Regents any amounts of Net Sales of any Sublicensee before the Licensee receives such amounts from such Sublicensee under the relevant sublicense shall will not be deemed Confidential Information a breach of the Licensee's obligations under this Agreement to pay to The Regents amounts as to Net Sales of such Sublicensee, provided that the Licensee (a) [***], (b) [***], (c) will notify The Regents in writing of any such default within [***], (d) will, within [***] pay to The Regents the amount due hereunder from the Licensee with respect to the Net Sales of such Sublicensee to which such payment by the Sublicensee to the Licensee relates, and (e) will enact a plan, which will be mutually agreed upon by the Licensee and ATCC shall maintain The Regents within [***], for addressing such Confidential Information Sublicensee’s default if such default has not been cured prior to [***]. 3.5.2 If at any time legal restrictions prevent the prompt remittance of Earned Royalties or other consideration owed to The Regents by the Licensee with respect to any Country where a sublicense is issued or a Licensed Product or Licensed Service is Sold, then the Licensee will not be in confidence breach of its obligations of payment hereunder to The Regents so long as (i) the Licensee has notified The Regents in writing of the legal restriction preventing remittance within [***], and (ii) the Licensee is enacting a plan, which will be mutually agreed upon by The Regents and Licensee within [***], under which Licensee will [***]. 3.5.3 The Licensee will require each Sublicensee to provide the Licensee with all progress reports and royalty reports in accordance with Article 13the provisions hereof which are applicable to the Licensee, except as may to Net Sales by such Sublicensee, and the Licensee will deliver to The Regents a copy of all such reports from such Sublicensees. All such reports will be necessary deemed to enforce its rights hereunderbe Proprietary Information of the Licensee as so delivered to The Regents. 3.5 Upon expiration 3.6 If the Licensee licenses to any third party (including any Direct Sublicensee) any patent rights assigned to or termination otherwise acquired by the Licensee apart from the Patent Rights to which the Licensee has rights under the License (“Licensee's Patent Rights”), and the Licensee believes, in good faith, that such third party licensee will, under such third party licensee’s exercise of such rights so licensed to the Licensee’s Patent Rights, infringe any of the Patent Rights, then the Licensee will not separately grant a license to such third party licensee under Licensee’s Patent Rights without concurrently granting a sublicense to such third party licensee, in such case as a Direct Sublicensee, under the Patent Rights on the terms required under this Agreement for any reason, all sublicenses such sublicense to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseDirect Sublicensee. 3.7 [***]

Sublicenses. 3.1 Subject 2.3.1 The rights and licenses granted to the terms and conditions set forth in this Agreement, Licensee and its Affiliates ViroPharma under Section 2.2 shall have include the right to grant sublicenses to Third Parties (or developfurther rights of reference), make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: athat (i) any sublicense of all or substantially all of the rights licensed to ViroPharma hereunder to a Third Party shall require the prior written approval of Sanquin which may be granted or withheld in Sanquin’s sole discretion, and (ii) any sublicense of all or substantially all of the rights licensed to ViroPharma hereunder to a Third Party for a particular country or countries within the ViroPharma Territory shall require the prior written approval of Sanquin, such approval not to be unreasonably withheld. If Sanquin does not respond to ViroPharma’s request for Sanquin’s consent of any such sublicense contemplated by Section 2.3.1(ii) to a Third Party within *** Business Days after the date of receipt of ViroPharma’s request, then such consent shall be subject deemed given by Sanquin. ViroPharma’s obligations hereunder shall not be affected by the sublicense of any or all of its rights hereunder. ViroPharma shall provide to Sanquin a written notice setting forth in reasonable detail the nature of such sublicense and the identity of the Sublicensee. Immediately upon entering into a sublicense agreement between Licensee or its respective Affiliates(with the prior written approval of Sanquin), and ViroPharma shall provide to Sanquin a copy of such executed sublicense agreement. Any material amendment to such agreement shall require the Sublicense; b) ATCC is explicitly stated I such prior written sublicense agreed as a third party beneficiary approval of Sanquin, it being understood that with respect to a sublicense agreement contemplated by Section 2.3.1(ii) above, Sanquin’s approval of any amendment thereof shall be deemed given if Sanquin does not respond to ViroPharma’s request for Sanquin’s approval of such amendment within *** Business Days after the date of receipt of ViroPharma’s request. ViroPharma guarantees the performance of its permitted Sublicensees and the grant of any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, sublicenses shall not relieve ViroPharma of its obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each Agreement. Any such agreement are sublicense agreements shall be consistent with and not less restrictive than subject to the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For 2.3.2 Notwithstanding any provision to the avoidance contrary in this Agreement, if ViroPharma desires to utilize one or more Third Parties to perform certain tasks pursuant to ViroPharma’s clinical research program, ViroPharma, may, as part of doubtsuch contract, neither Licensee nor its Affiliates shall have the right grant to sublicense the ATCC Materialsuch Third Party a nonexclusive, Progenynontransferable, nonsublicensable license or Unmodified Derivatives except sublicense, as applicable, only to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to and only for so long as such a sublicense license or unless such further sublicense is restricted necessary for such Third Party to perform such tasks under ViroPharma’s clinical research program and subject to the manufacture discussion of the granting of such (sub)license by the Parties within the scope of the JSC. ViroPharma guarantees the performance of any such sublicensees and Sales the grant of Licensed Products, any such agreement will sublicenses shall not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations relieve ViroPharma of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties obligations under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 (a) Subject to the terms of this Section 2.3(a), Licensee may sublicense on a non-exclusive basis; except for fields of use that are more limited than the field of use set forth in Section 2.1(a) and Section 2.2(a), the Licensed Intellectual Property solely to its Affiliates or a third-party (each a “Permitted Sublicensee”); provided that in each case (i) the Permitted Sublicensee is bound by terms and conditions consistent with Licensee’s obligations set forth in this Agreement, (ii) no sublicense by Licensee and will relieve Licensee of any of its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect Agreement, whether or benefit ATCC’s rights and interests; d) not such sublicense is permitted under the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of (iii) each sublicense granted to a third party must: (a) include a written agreement by the applicable sublicensee to assume and otherwise comply with all of the obligations of Licensee hereunder with regard to the Licensed Intellectual Property and shall provide ATCC with a complete copy (b) other than sublicenses granted to third parties in the ordinary course of business, be approved in writing by Licensor (such approval not to be unreasonably withheld, delayed, or conditioned). (b) With respect to each sublicense within thirty granted pursuant to Section 2.3(a), so long as the Permitted Sublicensee is not in default (30 days of issuance beyond any period given to cure such default) under its sublicense, and the terms of such sublicense. Any such sublicense comply with the requirements of this Agreement, the Permitted Sublicensee’s respective rights to use the Licensed Intellectual Property shall survive any Termination Event, and Licensee’s rights and obligations under the relevant sublicense shall be deemed Confidential Information assigned to Licensor upon such Termination Event, such assignment to be effective as of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or the date of termination of this Agreement for any reason, all sublicenses to rights granted to (the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement“Sublicense Assignment Effective Date”). Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC a sublicense is willing assigned to give Licensor pursuant to this Section 2.3(b), Licensor shall assume Licensee’s obligations under such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliatessublicense from and after the Sublicense Assignment Effective Date. Except, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance with respect to sublicensee defaults occurring after the Sublicense Assignment Effective Date, Licensee shall require each sublicensee to comply with the terms of the applicable sublicense and the ATCC’s agreement not terms of this Agreement applicable to require termination of the sublicensesublicensees, and Licensee shall be liable to Licensor for any non-compliance by any sublicensee with any such terms.

Sublicenses. 3.1 Subject The Regents also grants to Licensee the terms right to issue sublicenses to Regents’ Patent Rights to third parties to make, have made, use, sell, offer to sell and conditions set forth import Licensed Product and to practice Licensed Method, as long as Licensee has current exclusive rights thereto under this Agreement. To the extent applicable, sublicenses must include all of the rights of and obligations due to The Regents (and, if applicable, the U.S. Government) contained in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC The Regents with a complete copy of each sublicense within thirty (30 days issued, collect and guarantee payment of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee all payments due The Regents from sublicensees and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereundersummarize and deliver all reports due The Regents from sublicensees. 3.5 3.3 Upon expiration or termination of this Agreement for any reasonreason (but not upon expiration of this Agreement pursuant to Paragraph 12.1), all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCCThe Regents, at its sole reasonable discretion, agrees shall determine whether Licensee shall terminate or assign to The Regents any and all sublicenses, provided that The Regents will not assume any obligations of the sublicense that extend beyond the duties and obligations of The Regents that are contained in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at At any time during the Agreement Termterm of this Agreement, ATCC upon Licensee’s or any sublicensee’s request, The Regents agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees such sublicensee (or potential Sublicenseessublicensee) to discuss what assurances ATCC The Regents might give to the Sublicensees sublicensee that the sublicense to any subject Sublicensees shall group of cases (e.g. Alanosine Cases) sublicensed will not be terminated upon the termination of this Agreement, . To the extent that ATCC The Regents is willing to give such assurances, ATCC The Regents agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding sublicensee setting forth ATCC’s assurance The Regents’ assurances and the ATCC’s The Regents’ agreement not to require termination of the sublicense. 3.4 The Regents shall receive: 3.4.1 ten (10%) percent of Sublicense Fees; and 3.4.2 an earned royalty as provided for in Paragraph 7.1 on Net Sales by sublicensees; provided however that in the event that a sublicense agreement contains a royalty provision that would pay Licensee a royalty that is less than twice the earned royalty owed The Regents as provided for in Paragraph 7.1, then Licensee may retain *** of such royalty and the Regents will be paid *** of such royalty. Notwithstanding the foregoing, in no event shall the earned royalty due to The Regents on Net Sales by sublicensees be less than *** of the earned royalty amount that would otherwise have been due to The Regents as provided for in Paragraph 7.1. 3.5 If The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that inventions related to Regents’ Patent Rights for which Licensee was granted an exclusive license are useful for an application covered by the Human Healthcare Field of Use but for which Licensed Products have not been developed or are not currently under development by Licensee, The Regents, as represented by the Office of Technology Transfer, may give written notice to the Licensee. 3.6 Licensee shall have *** to give The Regents written notice stating whether Licensee elects to develop Licensed Products for such application. 3.7 If Licensee elects to develop and commercialize the proposed Licensed Products for the new application, Licensee shall submit a Progress Report every six months to The Regents outlining the Licensee’s development and commercialization efforts for such new application. 3.8 If Licensee elects not to develop and commercialize the proposed Licensed Products for use in the new application, The Regents may seek (a) third party(ies) to develop and commercialize the proposed Licensed Products for the new application. If The Regents is successful in finding such third party, it shall refer such third party to Licensee. If the third party requests a sublicense under this Agreement, then the Licensee shall report the request to The Regents within thirty (30) days from the date of such written request. If the request results in a sublicense, then Licensee shall report it to The Regents. 3.9 If the Licensee refuses to grant a sublicense to such third party, then within thirty (30) days after such refusal the Licensee shall submit to The Regents a report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal to grant the proposed sublicense. If The Regents, at its sole reasonable discretion, determines that the terms of the sublicense proposed by the third party are reasonable under the circumstances, then The Regents shall have the right to grant to the third party a license to make, have made, use, sell, offer for sale and import products for *** Material has been omitted pursuant to a request for confidential treatment. use in the Human Healthcare Field of Use on terms no less favorable to The Regents as the terms last proposed to Licensee by the third party providing royalty rates are at least equal to those paid by Licensee, subject to the following limitation: 3.9.1 that The Regents may not license rights necessary to develop any product with the same active pharmaceutical ingredient and/or for an indication competitive with a Licensed Product which has been commercialized or is under active commercial development by Licensee. 3.10 For avoidance of doubt, the Regents will not have the right, under Paragraph 3.9, to grant a license to any product or material developed independently by Licensee which is not covered by Regents’ Patent Rights or Regents’ Technology Rights.

Sublicenses. 3.1 Subject The license granted to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have hereunder includes the right of Licensee, without the prior written consent of Licensor being required, to grant sublicenses to Third Parties or develop, make, its Affiliates and other third parties to use and Sell the Licensed Products Intellectual Property in the Licensed Territory solely on or in connection with the production, manufacture, marketing, sale and in distribution of the Field Products, as well as production and manufacturing (but not the distribution, marketing or sale) of Use the Products or components thereof at locations outside of the Licensed Territory solely for delivery, distribution, marketing and sale solely within the Licensed Territory, provided that: a) that sublicenses shall not be granted by Licensee to any sublicense granted shall be subject to a written sublicense agreement between third party that Licensee or its respective AffiliatesAffiliates knows or should reasonably know are directly or indirectly engaged in the production, marketing, distribution or sale of counterfeit products or may otherwise use the Licensed Intellectual Property or Confidential Information of Licensor or its Affiliates in any way that does not comply with the terms of this Agreement. Sublicenses granted by Licensee or its Affiliates shall (i) be in writing and include terms requiring that the sublicensee take commercially reasonable steps to protect the confidentiality of any Licensor Confidential Information to which they have access and the Sublicense; bLicensed Intellectual Property and (ii) ATCC is explicitly stated I such shall not permit further sublicensing without Licensor’s prior written sublicense agreed as approval. Such sublicensees shall be required to comply with the terms of this Agreement regarding the use of the Licensed Intellectual Property and Licensee’s undertakings in Section 2.3 below and Licensor shall be a named third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to enforce directly against any sublicensee, provided Licensor gives Licensee prior written notice before enforcing any such rights. In the event of any such sublicensee’s failure to comply with such terms, Licensee agrees to promptly notify Licensor of such non-compliance and either take action to enforce such terms against such sublicensees or terminate the sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereundersuch sublicensee. Without limiting the foregoing, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC Licensor for all obligations of the acts, omissions and compliance of each of its Related Parties sublicensees in connection with the same fashion use of Licensed Intellectual Property and shall be liable to Licensor for any breach of the full extent that Licensee is obligated to ATCC hereunder. A breach terms of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationsublicensee. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject Amylin shall at all times be free to grant sublicenses to its Affiliates, provided that any further sublicense by any such Affiliate shall be subject to the terms and conditions set forth in of Amgen’s right of first offer under Section 2.6. Subject to Amgen’s right of first offer under Section 2.6, and only as expressly permitted under this AgreementArticle 2, Licensee and its Affiliates shall have the right to Amylin may grant sublicenses to Third Parties or developParties, makewhich shall allow the grant of further sublicenses by such Third Parties; provided, use and Sell Licensed Products in the Territory and in the Field however, that any such sublicense of Use provided that: a) any sublicense granted rights to a Third Party, other than to a CMO (which is subject to Exhibit H), shall be subject to the prior written consent of Amgen, which shall not be unreasonably withheld or delayed; and provided further that any sublicense of Amylin’s rights under the Manufacturing Information shall only be granted to a Third Party contract manufacturer engaged by Amylin to manufacture Licensed Products. Notwithstanding the sublicensing of all or part of Amylin’s rights and obligations hereunder, Amylin shall remain responsible for the full and complete performance of all of Amylin’s obligations and duties under this Agreement. Amylin shall promptly notify Amgen of the granting of any sublicense hereunder and provide to Amgen a copy of the fully-executed agreement under which Amylin granted such sublicense (from which Amylin may redact any confidential information that is not necessary to disclose to Amgen for purposes of confirming compliance with this Agreement). Any such sublicense shall require the Sublicensee to comply with the obligations of Amylin as contained herein. Any such sublicense shall provide for the termination of the sublicense upon termination of this Agreement, except that such sublicense shall not terminate upon termination of this Agreement but instead shall remain in full force and effect if the Sublicensee is not then in material breach of its sublicense agreement and such Sublicensee provides to Amgen within thirty (30) days after termination of this Agreement a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee as licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except Agreement as to the extent they field and territory in which such Sublicensee has been granted rights under its sublicense agreement. Amylin shall include in any sublicense agreement express language that the terms, conditions and obligations of any such sublicense are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted subject to the manufacture terms, conditions and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the The right to grant sublicenses conferred upon Licensee under this Agreement is subject to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that:following conditions. a) any 3.2 Each such sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, the applicable terms and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions conditions of the rights license granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance 3.3 The legally controlling language of doubt, neither Licensee nor its Affiliates any sublicense shall have the right to sublicense the ATCC Material, Progenybe English, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productssuch sublicense shall be translated into English. Licensee shall have no right forward to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunderLicensor, unless ATCCwithin [**] of execution, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture complete and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC accurate copy of each sublicense granted hereunder and shall provide ATCC with a complete copy (including sublicenses to Affiliates). Licensor’s receipt of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information not constitute a waiver of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its any of Licensor’s rights or Licensee’s obligations hereunder. 3.5 Upon expiration or termination of this Agreement for 3.4 Provided any reasondirect Sublicensee is in full compliance with its respective Sublicense agreement with Licensee, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated then upon termination of this Agreement, To to the extent that ATCC is willing to give requested by Licensee in writing, such assurances, ATCC agrees that it shall enter into Sublicense survive and become a written agreement with Licensee or its Affiliates, if applicabledirect licensee from Licensor, and such Sublicensees regarding setting forth ATCCdirect license by Licensor: (i) will not encumber Licensor with any obligations, responsibilities, and/or liabilities beyond those assumed by Licensor under this Agreement, (ii) will not diminish any rights and benefits that Licensor has under this Agreement with respect to such Sublicense, and (iii) will not entitle Licensor to any rights or benefits (including any payment) that are greater than those Licensor would have received with respect to such Sublicense under this Agreement. 3.5 Notwithstanding any such Sublicense, Licensee shall remain primarily liable to Licensor for all of the Licensee’s assurance duties and obligations contained in this Agreement; provided, however that this Section 3.5 shall not apply to any act or omission of any Sublicensee that retains any licenses under the ATCC’s agreement not to require Patent Rights or Know-how following the termination of the sublicensethis Agreement in accordance with Section 3.4.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of sublicensees, under the licenses and rights of reference granted in Section 9.1, to Third Parties or developother Persons. Except in respect to rights granted to Licensee Affiliates, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted such sublicensing shall be subject to a Vir Bio’s prior written sublicense agreement between Licensee consent (which consent shall not be unreasonably withheld, conditioned or its respective Affiliates, delayed); provided that any such Sublicensee and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions scope of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are Sublicensee shall be consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right be liable for any failure to permit comply by a Sublicensee as if such Sublicensee were a Party to this Agreement and the grant of any Sublicensee to further such sublicense any f the right granted to shall not relieve Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of obligations under this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reasonpayment obligations set forth herein regardless of whether Licensee, all sublicenses to rights granted to its Affiliate or its or their Sublicensee makes the applicable Net Sales or achieves the applicable milestone event, and Licensee and its Affiliates hereunderhereby waives any requirement that Vir Bio exhaust any right, shall automatically terminatepower or remedy, unless ATCCor proceed against any Sublicensee, at its sole discretion, agrees in writing to an assignment to ATCC of for any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties obligation or performance under this Agreement. Upon Licensee’s request, at If any time during Sublicensee fails to comply with the Agreement Term, ATCC agrees to meet terms and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination conditions of this AgreementAgreement or the applicable sublicense agreement, To Licensee shall promptly notify Vir Bio in writing upon becoming aware of any such non-compliance. A copy of any sublicense agreement executed by Licensee shall be provided to Vir Bio within [***] after its execution; provided that financial and other confidential terms other than those necessary for Vir Bio to confirm compliance with this Agreement may be redacted. Prior to any audit of a sublicense agreement pursuant to this Section 9.3, the extent that ATCC is willing to give such assurances, ATCC agrees that it shall Third Party auditor will enter into a written commercially reasonable confidentiality agreement with Licensee or its Affiliates, if applicable, and respect to such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensesublicense agreement.

Sublicenses. 3.1 Subject ▇▇▇▇▇▇▇▇▇ Entity shall have the right during the Term to sublicense, solely through a written sublicense, the rights with respect to the Licensed Marks granted under Paragraphs 2(a)(ii), 2(a)(iii) and 2(a)(iv) only to Holding Company (the “Holding Company Sublicense”). ▇▇▇▇▇▇▇▇▇ Entity shall not have any right to sublicense the rights with respect to the Licensed Marks granted under Paragraph 2(a)(i). The Holding Company Sublicense must contain terms and conditions substantially equivalent to the applicable terms and conditions of this License Agreement to protect the Licensed Marks and DWA’s rights. The Holding Company Sublicense shall be subject to DWA’s review and approval and ▇▇▇▇▇▇▇▇▇ Entity shall not (and shall have no right to) enter into the Holding Company Sublicense unless and until DWA has given its approval in writing (not to be unreasonably withheld). Pursuant to the Holding Company Sublicense, Holding Company shall have the right to grant further sublicenses to (i) Universal Pictures (“Universal”) for the distribution of Motion Pictures worldwide; (ii) Reliance Big Entertainment Ltd. for distribution of Motion Pictures in India and the Reliance Expatriate Territory (but with respect to the Reliance Expatriate Territory only for Permitted Dubbed Versions); and (iii) the distributors listed in Schedule H in the applicable territories identified in Schedule H (the foregoing distributors collectively, the “Distributors,” and the foregoing distribution agreements collectively, the “Distribution Agreements”). Holding Company may also, with DWA’s prior written approval in each case, enter into additional distribution agreements that contain sublicenses of the Licensed Marks, and any such additional approved distribution agreements shall be included in “Distribution Agreements” for all purposes under this License Agreement. DWA has pre-approved Paramount Pictures, Twentieth Century Fox, Columbia Pictures, and Warner Brother as distributors for purposes of the preceding sentence. In addition, pursuant to the Holding Company Sublicense, Holding Company shall have the right to grant further sublicenses to consumer products and promotional partner sublicensees, in each case subject to the terms and conditions set forth in this License Agreement (each, a “Consumer Products Sublicense”). The Distribution Agreements and each and every Consumer Products Sublicense shall contain at least the terms set forth in Schedule D and shall otherwise comply with the terms of this License Agreement and the Holding Company Sublicense. Holding Company (if it is granted a sublicense by ▇▇▇▇▇▇▇▇▇ Entity) and all sublicensees of Holding Company are referred to in this License Agreement, Licensee individually and collectively, as “Sublicensees,” and the Holding Company Sublicense and all sublicenses granted by Holding Company (including the Distribution Agreements and Consumer Products Sublicenses) are referred to in this License Agreement, individually and collectively, as “Sublicenses.” Without limitation of the foregoing, each and every Sublicense shall automatically terminate (except for the permitted continued use of the Licensed Marks as expressly set forth in Paragraph 3(c) below) upon any termination or expiration of this License Agreement. Any changes to the Holding Company Sublicense approved by DWA, or any deviation from the terms set forth in Schedule D, shall require DWA’s prior written consent, including, without limitation, any changes to the provisions in any Sublicense related to automatic termination of such Sublicense. ▇▇▇▇▇▇▇▇▇ Entity agrees that the maximum length of the term of each Consumer Products Sublicense shall be consistent with and no longer than the average length of the terms of the sublicense agreements (including any mandatory extensions thereof, if any) actually entered into by the prior DreamWorks LLC under the 2004 License Agreement in connection with the same or similar Licensed Goods. ▇▇▇▇▇▇▇▇▇ Entity agrees that each Sublicensee shall be a reputable company capable of performing the Licensed Services and/or producing the Licensed Goods bearing the Licensed Marks under its Affiliates Sublicense of the same general level of quality as under license agreements between DWA and third parties prior to the Effective Date of this License Agreement. ▇▇▇▇▇▇▇▇▇ Entity shall provide DWA with the names and addresses of all Sublicensees and the subject matter of each Sublicense. At DWA’s request, ▇▇▇▇▇▇▇▇▇ Entity shall provide DWA a copy of each Sublicense promptly following execution. ▇▇▇▇▇▇▇▇▇ Entity shall ensure that its Sublicensees comply with the terms of all Sublicenses, and any breach of a Sublicense by a Sublicensee shall be deemed a breach by ▇▇▇▇▇▇▇▇▇ Entity of this License Agreement. DWA shall be an express third party beneficiary of all Sublicenses with respect to the provisions of such Sublicenses related to the Licensed Marks and shall have the right to grant sublicenses enforce such provisions of all Sublicenses to Third Parties or developthe same extent as if DWA were a party to such Sublicenses. Without limitation of the generality of the foregoing, make, use and Sell Licensed Products in the Territory and in event that ▇▇▇▇▇▇▇▇▇ Entity or Holding Company becomes aware that any Consumer Products Sublicensee has materially breached any provision of the Field of Use provided that: aapplicable Consumer Products Sublicense related to the Licensed Marks, ▇▇▇▇▇▇▇▇▇ Entity shall promptly issue (or, as applicable, cause Holding Company to issue) any sublicense granted shall be subject a thirty (30) day termination notice to a written sublicense agreement between Licensee or its respective Affiliatessuch Sublicensee, and if such Sublicensee does not cure such breach within thirty (30) days of such notice, ▇▇▇▇▇▇▇▇▇ Entity shall (or, as applicable, shall cause Holding Company to) immediately terminate the applicable Consumer Products Sublicense; b. In the event that ▇▇▇▇▇▇▇▇▇ Entity or Holding Company becomes aware that any Distributor has materially breached the terms of any Distribution Agreement related to the Licensed Marks, ▇▇▇▇▇▇▇▇▇ Entity shall promptly issue (or cause Holding Company to issue) ATCC is explicitly stated I a notice to such written sublicense agreed as a third party beneficiary with respect Distributor specifying such breach and take appropriate steps to any such agreement; c) each Sublicense has agreed in enforce the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions terms of the rights granted by ATCC to Licensee under this applicable Distribution Agreement that and protect the Licensed Marks. If such Distributor does not cure such breach of the Distribution Agreement within thirty (30) days of such notice, ▇▇▇▇▇▇▇▇▇ Entity shall (or benefit ATCCshall cause Holding Company to) either immediately terminate such Distributor’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense use the ATCC MaterialLicensed Marks, Progenysuspend such Distributor’s right to use the Licensed Marks until such time as the breach is cured, or Unmodified Derivatives except meet in person with such Distributor in order to resolve such Distributor’s non-compliance. If such Distributor still has not cured the extent they are incorporated I breach of the Distribution Agreement within sixty (60) days of the original notice, ▇▇▇▇▇▇▇▇▇ Entity shall (or shall cause Holding Company to) either immediately terminate such Distributor’s right to use the Licensed ProductsMarks or suspend such Distributor’s right to use the Licensed Marks until such time as the breach is cured. Licensee If such Distributor still has not cured the breach of the Distribution Agreement within ninety (90) days of the original notice, ▇▇▇▇▇▇▇▇▇ Entity shall (or shall cause Holding Company to) immediately terminate such Distributor’s right to use the Licensed Marks. Except as expressly set forth in this Paragraph 2(f), ▇▇▇▇▇▇▇▇▇ Entity and Holding Company shall have no right to permit any Sublicensee to further sublicense any f of the right rights or licenses granted under this License Agreement, and any attempt by ▇▇▇▇▇▇▇▇▇ Entity or Holding Company to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such grant a sublicense or unless such further sublicense is restricted Sublicense other than as expressly permitted by this Paragraph 2(f) shall be void and shall convey no rights to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and purported Sublicensee with respect to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationLicensed Marks. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates 8.1 LICENSEE shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be seek SUBLICENSES subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement as stated in Article II and as defined in this Article VIII. AFFILIATES shall have no licenses under the LICENSED PATENT RIGHTS unless such AFFILIATES are granted a SUBLICENSE. All SUBLICENSES will be consistent with and subject to the applicable terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates . SUBLICENSEES shall have the right to sublicense further SUBLICENSE. For the ATCC Materialpurposes of this Agreement, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee LICENSEE shall be responsible to ATCC LICENSOR for all obligations the acts and omissions of its Related Parties in SUBLICENSEES, including its SUBLICENSEES’ compliance with the same fashion applicable terms and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach conditions of this Agreement. Moreover, Licensee it is understood and agreed that if an AFFILIATE or a SUBLICENSEE meets or fulfills any or all of the obligations of LICENSEE under this Agreement, and/or observes any of the terms or conditions hereof, then LICENSEE shall pay all reasonable costs incurred be deemed to have met or fulfilled such obligations or observed such terms or conditions, as the case may be. [* * *] 8.2 If LICENSEE licenses to a third party patent rights that have been licensed or assigned to, or otherwise acquired by, LICENSEE other than under this Agreement (“LICENSEE’s Patent Rights”), and LICENSEE believes, in connection therewithgood faith, including that such third party will infringe LICENSED PATENT RIGHTS in practicing the LICENSEE’s Patent Rights, then LICENSEE will not separately grant a license to such third party under LICENSEE’s Patent Rights without limitation attorney’s fees and disbursementsconcurrently granting a SUBLICENSE under LICENSED PATENT RIGHTS. [* * *] In the event that LICENSOR and LICENSEE each owns [* * *] any LICENSED PATENT RIGHTS (“Joint Patents”), LICENSEE may separately grant a license to any third party under its rights to Joint Patents without the consent of an uncured breach by LICENSOR, provided any Sublicensee then Licensee such license concurrently grants a SUBLICENSE under LICENSOR’s rights on the terms and conditions described in this Article VIII. LICENSOR shall terminate such sublicense not grant a license to any third party under any Joint Patents, or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination.grant any third party the right to use, practice or otherwise exploit any Joint Patents. [* * *] 3.4 Licensee shall 8.3 The LICENSEE will notify ATCC LICENSOR of each sublicense SUBLICENSE granted hereunder and shall provide ATCC LICENSOR with a complete redacted copy of each sublicense within thirty (30 days of issuance SUBLICENSE [* * *]. No portion of such sublicense. Any such sublicense shall SUBLICENSE relevant to this Agreement will be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderredacted. 3.5 8.4 Upon expiration or termination of this Agreement for any reason, any or all sublicenses SUBLICENSES will remain in full force and effect at the sole discretion of the SUBLICENSEES, and will be assigned to rights granted to LICENSOR such that such SUBLICENSEES are in direct privity with LICENSOR; provided, however, that each such SUBLICENSEE is in material compliance with the Licensee applicable provisions of this Agreement as of the effective date of such termination and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assume and be bound by all of the obligations of LICENSEE under this Agreement that are applicable to such SUBLICENSEE. In the event of termination of this Agreement and such assignment to ATCC of any sublicenseSUBLICENSE, ATCC shall LICENSOR will not be bound by any grant of rights broader than, nor will it be required to perform any duties under an assigned sublicense beyond ATCC’s duties under obligation other than, those rights and obligations contained in this Agreement. Upon Licensee’s requestMoreover, at any time during pursuant to such assignment, LICENSOR will have the Agreement Term, ATCC agrees sole right to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) modify each such assigned SUBLICENSE but only to discuss what assurances ATCC might give to the Sublicensees include rights of LICENSOR that the subject Sublicensees shall not be terminated upon termination of are contained in this Agreement, To including the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination payment of the sublicense[* * *].

Sublicenses. 3.1 Subject The Regents also grants to Licensee the terms right to issue sublicenses to third parties to make, have made, use, sell, offer for sale and conditions set forth import Licensed Product and Licensed Services and to practice Licensed Method, as long as Licensee has current exclusive rights thereto under this Agreement. Affiliates and joint ventures do not have rights to Licensed Patent Rights under this Agreement and must be issued a valid sublicense pursuant to this Article 3 (Sublicenses) in order to exercise any of the Licensed Patent Rights. For the purposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of Licensee, for which Licensee shall be responsible. To the extent applicable, sublicenses must include all of the rights of and obligations due to The Regents contained in this Agreement. Every such sublicense will contain at least the following: (a) A statement such that, to the extent applicable, the obligations of this Agreement will be binding upon Sublicensee as if it were in place of Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided except that: a(1) any sublicense granted shall earned royalty rate and minimum royalties may be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed at higher rates than contained in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e(2) Licensee identifies any Sublicensee(s) will be precluded from granting further sublicenses. (b) The same provision for indemnification of The Regents as has been provided for in this Agreement. (c) The same provision for inspection of books and all Sublicensees, including any Sublicensees of its Affiliates, to ATCCrecords by The Regents as has been provided for in this Agreement. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC The Regents with a full and complete copy of each sublicense within thirty (30 days granted, collect and guarantee payment of issuance all payments due The Regents from Sublicensees and summarize and deliver to The Regents copies of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderall reports due The Regents from Sublicensees. 3.5 3.3 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCCThe Regents, at its sole discretion, agrees will determine whether Licensee will cancel or assign to The Regents any and all sublicenses. 3.4 Licensee will pay to The Regents in writing to an assignment to ATCC respect of all sublicenses granted by Licensee a percentage of any sublicensepayments or fees (including the cash equivalent of the fair market value of any non-cash consideration, ATCC such as cross licenses and in-kind consideration) owed to or received by Licensee, including without limitation, up-front fees, maintenance fees, milestone payments or any other sublicense revenues other than earned royalties (“Sublicense Fees”) as follows: (i) [****]; and (ii) [****]. 3.5 In addition to payments to The Regents for Sublicense Fees, Licensee will pay to The Regents earned royalties on Net Sales by Sublicensees at the rates provided for in Article 7 (Earned Royalties and Minimum Annual Royalties). 3.6 In the event The Regents receives a bona fide Business Plan from a third party with adequate financing in place who is interested in pursuing commercialization of Licensed Patent Rights in a field that is not being actively pursued by Licensee (“Unexploited Field”), The Regents shall notify Licensee of said third party interest in the Unexploited Field, subject to confidentiality obligations to said third party. Licensee may then: (a) issue a sublicense to said third-party in the Unexploited Field within ninety (90) days of notification by The Regents, as described above; or (b) provide written notice of its plans to actively pursue the Unexploited Field as detailed in a Business Plan to be provided by Licensee to The Regents within ninety (90) days of notification by The Regents. The Business Plan is subject to consent by The Regents, which consent will not be bound unreasonably withheld. In the event that The Regents rejects the Business Plan, Licensee shall have one additional period of ninety (90) days from the rejection to any duties issue a sublicense under an assigned sublicense beyond ATCC’s duties under (a) above. Upon approval by The Regents, Licensee shall implement commercialization of the Unexploited Field as detailed in the Business Plan and appropriate due diligence milestones shall be added to this Agreement. Upon If Licensee does not pursue either of the options under (a) or (b) above, or fails to implement the Business Plan, then The Regents, in its sole discretion, may issue an exclusive or non-exclusive license or option limited to the Unexploited Field to the third party. Licensee’s request, at any time during the rights under this Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give respect to the Sublicensees that Unexploited Field will, in The Regents’ sole discretion, be reduced to non-exclusive or withdrawn completely from the subject Sublicensees shall not be terminated upon termination granted Field. If reduced to a non-exclusive license or withdrawn completely from the Unexploited Field, all financial terms of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it Agreement shall enter into a written agreement with Licensee or its Affiliatesremain in effect. This right, if applicableexercised by The Regents, and such Sublicensees regarding setting forth ATCC’s assurance and supercedes the ATCC’s agreement not to require termination rights granted in Article 2 (Grant of the sublicenseExclusive License).

Sublicenses. 3.1 Subject to the terms and conditions set forth in of this AgreementAgreement and Licensee’s and Third Party’s compliance therewith, Licensee and its Affiliates shall have has the right to grant sublicenses written Sublicenses (in whole or in part and through one or more tiers of Sublicensees) consistent in all respects with this Agreement, which Sublicenses shall include, without limitation, a provision binding Sublicensees to all terms hereof intended for the protection or benefit of Deverra and/or FHCRC. If an Affiliate desires to practice any of the rights licensed hereunder or if Licensee permits the making, offering for sale, using, selling or importing of Licensed Product by any Third Parties or developParty, makeincluding an Affiliate, use then Licensee shall execute a Sublicense agreement with such Third Party. Licensee agrees to deliver to Deverra for informational purposes (and Sell Licensed Products in the Territory under an obligation of confidentiality) a true and in the Field correct copy of Use provided that: a) any sublicense granted shall be subject to a written sublicense each Sublicense agreement between by Licensee or any Sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Licensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement as long as Licensee provides Deverra with all terms Deverra would reasonably deem necessary to insure that Licensee is meeting its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspectionswithout limitation payment obligations) and other restrictions of the rights granted by ATCC to Licensee Deverra under this Agreement and to insure that protect or benefit ATCC’s rights and interests; d) Deverra can meet its obligations to FHCRC under the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this FHCRC License Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. In addition, Licensee will remain liable to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted Deverra for all payments due hereunder with respect to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations activities of its Related Parties in Sublicensees (including Affiliates). If a Sublicensee breaches the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach terms of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this AgreementAGREEMENT, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorneypromptly have such breach cured or terminate the Sublicensee’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted rights hereunder and shall provide ATCC with a complete copy of each under the sublicense within (but in no event later than thirty (30 days of issuance of 30) days), and such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC Sublicensee shall not be bound to any duties under granted another Sublicense hereunder without ▇▇▇▇▇▇▇’s prior written consent. In each Sublicense agreement, Licensee shall name ▇▇▇▇▇▇▇ as an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseintended third-party beneficiary.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement(i) Licensee may grant written, Licensee and its Affiliates shall have the right to grant exclusive or non-exclusive sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productsparties. Licensee shall have no right to permit the same responsibility for the activities of any Sublicensee to further sublicense any f sublicensee as if the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales activities were directly those of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee. Licensee shall be responsible provide ▇▇▇▇ with the name, contact information and address of any sublicensee as well as information regarding the number of full-time employees of any such sublicensee to ATCC allow ▇▇▇▇ to determine whether it can maintain its small entity filing status for all obligations of its Related Parties in the same fashion patent prosecution and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursementsmaintenance purposes. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To all outstanding sublicense agreements, not in default, will be assigned by Licensee to ▇▇▇▇ and the extent sublicenses will remain in full force and effect with ▇▇▇▇ as the licensor instead of Licensee, but the sublicenses will be automatically conformed so that ATCC is willing the duties of ▇▇▇▇ under the sublicenses will not be greater than the duties of ▇▇▇▇ under this Agreement, and the rights of ▇▇▇▇ under the sublicenses will not be less than the rights of ▇▇▇▇ under this Agreement, including all financial consideration and other rights of ▇▇▇▇. Any agreement granting a sublicense shall contain provisions corresponding to give those of this Section 2B respecting termination and the conditions of continuation of sublicenses. (ii) With respect to sublicenses granted by Licensee under this Section 2B, Licensee shall pay to ▇▇▇▇ an amount equal to what Licensee would have been required to pay to ▇▇▇▇ had Licensee sold the amount of Products sold by such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliatessublicensee. In addition, if applicableLicensee receives any fees or other payments in consideration for any rights granted under a sublicense, and such Sublicensees regarding setting forth ATCC’s assurance fees or payments are not based directly upon the amount or value of Products sold by the sublicensee or provided as a reimbursement for actual research and development costs incurred by Licensee under a Colby Pharma PMCol License 06-0524 4 research contract between Licensee and the ATCC’s sublicensee, then Licensee shall pay to ▇▇▇▇ a percentage of such payments (excluding, for avoidance of doubt, any sublicense royalty payments or payments made by such sublicensee against any portion of the milestone payment obligations of Section 4D that Licensee imposes on such sublicensee) according to the following schedule: (1) forty percent (40%) of amounts received under each agreement not to require termination entered into before an Investigational New Drug ("IND") application is filed by Licensee with the Federal Drug Administration ("FDA") for a Product made a subject of the sublicense; (2) thirty percent (30%) of amounts received under each agreement entered into after the filing of an lND under item (1) above until completion of a Phase I clinical trial by Licensee for that Product; (3) twenty-five percent (25%) of amounts received under each agreement entered into after completion of item (2) above until completion of a Phase II clinical trial by Licensee for that Product; (4) twenty percent (20%) of amounts received under each agreement entered into after completion of item (3) above until a New Drug Application ("NDA") has been approved by the FDA for that Product; and (5) ten percent (10%) of amounts received under each agreement entered into after the NDA has been approved by the FDA for that Product. Licensee shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this Agreement without the express prior written permission of ▇▇▇▇; provided, however, that in no event shall this limitation be construed to preclude Licensee from receiving materials, assistance or other non-cash consideration from such sublicensee that is reasonably intended to facilitate Licensee's fulfillment of its performance obligations under the applicable sublicense agreement. Any payments owing to ▇▇▇▇ hereunder shall be made in the manner specified in Section 4F below.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to ALIMERA may grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement sublicensees that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, provided that ALIMERA shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by ALIMERA, including but not limited to payment of all fees and royalties due under this Agreement, whether or not such payments are made to ALIMERA by its sublicensees. Unless otherwise consented to in writing by EMORY (such consent not to be unreasonably withheld or delayed), [*]. ALIMERA shall include in any Sublicensees sublicense granted pursuant to this Agreement, (i) a provision requiring the sublicensee to indemnify EMORY and maintain liability coverage substantially to the same extent that ALIMERA is so required pursuant to Articles 10.2 and 10.4 of its Affiliatesthis Agreement and (ii) the right for EMORY or ALIMERA to audit the sublicensee to the same extent that ALIMERA is so required pursuant to Article 4.4 of this Agreement. Notwithstanding the foregoing, [*]. ALIMERA shall provide EMORY with complete copies of all sublicense agreements within [*] after their execution date, provided that ALIMERA shall have the right, prior to disclosing to EMORY, to ATCC. 3.2 redact such copies to remove the confidential business information of the sublicensee to the extent that such information does not relate to the Licensed Patents and/or Licensed Technology, including the business plans and research plans of the sublicensee related solely to technology other than the Licensed Patents and/or Licensed Technology. For the avoidance of doubt, neither Licensee nor its Affiliates shall have ALIMERA may not remove the right to economic terms of such sublicense the ATCC Material, Progeny, or Unmodified Derivatives except agreements to the extent they are incorporated I that such information relates to the Licensed ProductsPatents and/or Licensed Technology. Licensee EMORY shall have no right treat all copies of sublicense agreements and other sublicensee (or potential sublicensee) information received from ALIMERA as Information pursuant to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunderArticle 11 below. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses any sublicensee shall have the right to rights granted seek a license from EMORY to the Licensee Licensed Patents and its Affiliates hereunderthe Licensed Technology, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during and EMORY * Certain Information has been omitted and filed separately with the Agreement Term, ATCC agrees to meet and confer Commission Confidential treatment has been requested with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give respect to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseomitted portions.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses under the license granted to Third Parties Licensee under Section 2.01 in each case only upon prior written consent (such consent not to be unreasonably withheld, conditioned or develop, make, use delayed) of Sutro and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a the remainder of Section 2.02, provided that Licensee may grant sublicenses to its Affiliates without prior written sublicense agreement between notice to Sutro so long as such Affiliate remains an Affiliate of Licensee. Where Licensee or its respective AffiliatesAffiliates grants such sublicense to a Person that is not an Affiliate of Licensee, such Person shall be a “Sublicensee” for the purposes of this Agreement, and the Sublicense; b) ATCC any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that is explicitly stated I such written sublicense agreed engaged and appointed by Licensee, its Affiliates and/or Sublicensees as a third party beneficiary service provider pursuant to Section 2.01(b) solely to enable such Person to provide such services shall not be a “Sublicensee” for purposes of this Agreement. Licensee, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses (a) comply with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; , and, e, without limiting the foregoing (b) are bound by obligations of confidentiality that are no less restrictive than those contained in this Agreement and provisions sufficient to ensure that any Product-Related IPR developed by them will be fully assigned to Licensee, (c) agree to comply with 4.06(c) to the same extent Licensee identifies any is obligated thereunder, and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall (d) do not have the right to grant further sublicenses. Within [*] days after the execution of each sublicense agreement, Licensee shall provide to Sutro a copy of such each agreement (which may be redacted to remove any sensitive information not necessary for Sutro to verify its compliance with the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productsterms of this Agreement). Licensee shall have no right remain liable for any action or failure to permit act by any Sublicensee under the licenses granted in Section 2.01 by Licensee, its Affiliates or its Sublicensees, if such action or failure to further sublicense any f act by the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such Sublicensee would have constituted a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach if such action or failure were committed by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon early termination of this Agreement, To all sublicenses granted to Sublicensees in accordance with the extent that ATCC is willing to give such assurances, ATCC agrees that it terms hereof shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and automatically be revoked without any further action on the ATCC’s agreement not to require termination part of the sublicenseSutro.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to may grant sublicenses to Third Parties or develop, make, use through multiple tiers (and Sell Licensed Products in the Territory and in the Field of Use may amend such sublicenses) provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are sublicense is consistent with and not less restrictive than subject to the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 . For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the sublicenses covering Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this AgreementProducts [***], Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC MSK with a complete copy of each such sublicense within thirty agreement (30 days of issuance or amendment) and any associated agreements between it (or its Affiliate) and the Sublicensee, or between an existing Sublicensee and its subsequent Sublicensee, provided that such agreement or amendment may be redacted to remove confidential information that does not relate to Licensed Product or Licensed Rights. Licensee shall also promptly provide MSK with full executed copies of such sublicenseagreements. Any All such sublicense documents shall be deemed Confidential Information of Licensee. 3.2 Licensee and ATCC shall maintain remain responsible for performance of all its obligations under this Agreement, notwithstanding the grant of any sublicense. It is agreed that such Confidential Information in confidence in accordance with Article 13, except as obligations may be necessary to enforce satisfied by the performance by one or more Sublicensees. Any sublicense for Licensed Products shall by its rights hereunder. 3.5 Upon expiration or termination terms require that the Sublicensee comply with the provisions of this Agreement that by their terms are required to be performed by a Sublicensee, including the restrictions, limitations, and obligations of Articles 11, 13, and 14 and Sections 6.1 and 7.6, and shall provide that MSK is a third-party beneficiary with respect to such Articles and Sections. Any breach by a Sublicensee shall be considered a breach by Licensee, provided that MSK shall not have the right to terminate the licenses and other rights provided to Licensee under this Agreement with respect to a specific Licensed Product pursuant to Section 17.4 for an uncured breach by Sublicensee if (i) such breach was not made at the direction of, or with the approval of, Licensee, (ii) [***], and (iii) Licensee promptly terminates the sublicense after the end of the applicable cure period. 3.3 Licensee shall promptly provide MSK with a copy of any notice of breach, termination, or the like sent to or received from a Sublicensee, with respect to the applicable sublicense agreement hereunder, for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into covering a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseLicensed Product other than [***].

Sublicenses. 3.1 Subject The Regents also grants to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses sublicense to Third Parties third parties (including, without limitation, to Affiliates, Joint Ventures and Translational Profiling R&D Collaboration Partners) through multiple tiers and on an exclusive or develop, make, use and Sell Licensed Products in non-exclusive basis the Territory and in rights granted to the Field of Use provided that: a) any sublicense granted shall Licensee hereunder as long as the Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by . All sublicenses will include all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors), other than those rights and interests; dobligations specified in Article 5 (License Issue Fee) the terms and conditions Paragraph 7.2 (Minimum Annual Royalty) and Paragraphs 19.4 and 19.6 (Reimbursement of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Patent Prosecution Costs). The Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f of the right rights granted to the Licensee hereunderhereunder provided that they adhere to all the terms and conditions required by a Sublicensee under this Agreement. Also, unless ATCCfor the avoidance of doubt, in its sole discretionAffiliates, agrees in writing to such a sublicense or Joint Ventures and Translational Profiling R&D Collaboration Partners shall have no licenses under this Agreement unless such further sublicense is restricted to Affiliates, Joint Ventures and Translational Profiling R&D Collaboration Partners are granted a sublicense. For the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach purposes of this Agreement, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. be responsible. 3.2 In the event of that The Regents and the Licensee each own an uncured breach by undivided interest in any Sublicensee then Patent Rights licensed hereunder, the Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee will not separately grant a license to any third party under its rights without concurrently granting a license under The Regents’ rights on the terms and shall promptly provide ATCC with written notification of said terminationconditions described in this Article 3 (Sublicenses). 3.4 3.3 The Licensee shall will notify ATCC The Regents of each sublicense granted hereunder and shall will provide ATCC The Regents with a complete copy of each sublicense and each amendment to such sublicense within thirty (30 days [***] of issuance of such sublicensesublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all fees, payments, royalties and the cash equivalent of any consideration due The Regents. The Licensee does not guarantee any monies due The Regents from Sublicensees that are not received by the Licensee. Any failure of the Licensee to pay to The Regents any amounts of Net Sales of any Sublicensee before the Licensee receives such amounts from such Sublicensee under the relevant sublicense shall will not be deemed Confidential Information a breach of the Licensee’s obligations under this Agreement to pay to The Regents amounts as to Net Sales of such Sublicensee, provided that that Licensee: (i) will not grant any Sublicensee more than [***], after the date on which monies were not paid to The Regents from Licensee for Sublicensee’s Net Sales, to cure such default, (ii) will use its diligent efforts to obtain such payment from the relevant Sublicensee, (iii) will notify The Regents in writing of any such default within [***] after such default, (iv) will, within [***] after the Licensee’s receipt of monies due to the Licensee from the relevant defaulting Sublicensee pay to The Regents the amount due hereunder from the Licensee with respect to the Net Sales of such Sublicensee to which such payment by the Sublicensee to the Licensee relates, and (v) will enact a plan, which will be mutually agreed upon by the Licensee and ATCC shall maintain The Regents within [***] after the Sublicensee’s failure to cure the default, for addressing such Confidential Information in confidence Sublicensee’s default if such default has not been cured prior to agreement upon or implementation or as relevant, such plan. The Licensee will require Sublicensees to provide it with copies of all progress reports and royalty reports in accordance with Article 13the provisions herein and the Licensee will deliver all such reports received by Licensee from Sublicensees to The Regents. Any sublicense or amendment to such sublicense and/or progress reports provided to The Regents hereunder shall be considered the Proprietary Information of Licensee. 3.4 If Licensee licenses patent rights assigned to or otherwise acquired by it (“Licensee’s Patent Rights”), except as may be necessary and it believes without any specific inquiry, in good faith, that the recipient of such license will infringe Patent Rights in practicing the Licensee’s Patent Rights, then the Licensee will not separately grant a license to enforce its rights hereundersuch recipient under Licensee’s Patent Rights without concurrently granting a sublicense under Patent Rights on the terms required under this Agreement. 3.5 Upon any expiration or termination of this Agreement for any reason, all sublicenses granted by Licensee shall be assigned to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall The Regents; provided that The Regents will not be bound by any grant of rights broader than or will not be required to perform any duties under an assigned sublicense beyond ATCC’s duties under obligation other than those rights and obligations contained in this Agreement. Upon Licensee’s requestMoreover, at any time during The Regents will have the Agreement Term, ATCC agrees sole right to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees modify each such assigned sublicense to include all of the rights of The Regents (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliatesand, if applicable, the United States Government and such Sublicensees regarding setting other sponsors) that are contained in this Agreement, including the payment of Earned Royalties and Minimum Annual Royalties directly to The Regents by the Sublicensee as if it were the Licensee at a rate that is no lower than the rate set forth ATCC’s assurance in Article 7 (Earned Royalties and the ATCC’s agreement not to require termination of the sublicenseMinimum Annual Royalties) in accordance with Article 4 (Payment Terms).

Sublicenses. 3.1 Subject For each such Sublicensee, upon termination of the license, at the request of SLB (which request will be accompanied by a waiver of any claims by SLB for breach of this Agreement or any other damages, which waiver shall be in a form reasonably satisfactory to Biomica), if (a) such Sublicensee is not an Affiliate of SLB, (b) such Sublicensee is not then in breach of the Sublicense agreement such that SLB would have the right to terminate such Sublicense agreement, (c) the Sublicense was granted in conformance with the terms and conditions set forth in of this Agreement, Licensee (d) Biomica has been paid all consideration due to Biomica by SLB under this Agreement based on activities of such Sublicensee until the termination of this Agreement, or such Sublicensee cures any failure to pay to Biomica any consideration due to Biomica by SLB under this Agreement relating to such Sublicense, and its Affiliates (e) such Sublicensee provides Biomica with a written request for a direct license within [***] ([***]) days of the termination of this Agreement, such Sublicensee shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in obtain a direct license from Biomica on substantially the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the same terms and conditions of each such agreement as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Biomica that are consistent with and not less restrictive than the terms and conditions of included in this Agreement; and, e, provided however, that (i) Licensee identifies any the scope of the license granted directly by Biomica to such Sublicensee shall be co-extensive with the scope of the license granted by SLB to such Sublicensee, and all Sublicensees(ii) if there is more than one Sublicensee, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates such Sublicensee shall not have the right to sublicense control the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I prosecution of the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunderPatent Rights, unless ATCCBiomica determines otherwise. For clarity, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all Biomica’s obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during Section 13.3.2 shall apply only if all the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees conditions set forth in clauses (or potential Sublicenseesa) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensethrough (e) above are fulfilled.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, (a) Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions person any of the rights granted by ATCC Licensor to Licensee under this Agreement Section 2.1; provided, however, except as is otherwise provided in Section 7.10 that protect or benefit ATCC’s rights (i) Licensee shall deliver to Licensor the name, address and interests; dsuch other information within its control reasonably requested by Licensor regarding each proposed sublicensee, including, but not limited to, information concerning its financial condition and production and marketing capabilities, together with the proposed terms of the final agreements relating to the sublicense; (ii) Licensor shall have the right to approve such sublicense (excluding a sublicense granted to a counterparty in a Corporate Partnering Arrangement) which approval shall not be unreasonably withheld; (iii) the terms and conditions of each agreements relating to such agreement are consistent sublicense shall require the sublicensee to comply with and not less restrictive than all the terms and conditions of this AgreementAgreement applicable to Licensee, except for Sections 3.1, 7.1(b) and 7.2(b); and, e(iv) Licensee identifies any and all Sublicensees, including any Sublicensees shall remain responsible for the performance of its Affiliates, sublicensee(s) under this Agreement and shall pay to ATCC. 3.2 For Licensor any amounts or perform or cause to be performed any actions required to be paid or performed under such agreements by such sublicensee if the avoidance of doubt, neither Licensee nor its Affiliates shall have the same are not paid or performed promptly when due hereunder; and (v) Licensee's right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee hereunder shall be responsible exclusive to ATCC it for all obligations the duration of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, 's exclusive license except as may be necessary to enforce its rights hereunder. 3.5 otherwise provided herein. Upon expiration or termination of this Agreement for any reason, any and all sublicenses that are granted by Licensee pursuant to rights granted this Section 2.3 will remain in effect in accordance with their respective terms and shall be assigned to the Licensee and its Affiliates hereunderLicensor, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC except that Licensor shall not be bound to by any duties under an assigned sublicense or obligations set forth in such sublicenses that extend beyond ATCC’s the duties under and obligations of Licensor provided for in this Agreement. Upon Licensee’s requestLicensee may not sublicense any rights hereunder to CTI or any of its Affiliated Companies except in connection with, at any time during or after, a conversion of Licensor's membership interest under Article XII of the Operating Agreement, or after withdrawal of Licensor as a Member under the Operating Agreement Term(other than a withdrawal pursuant to Section 12.5 of the Operating Agreement (unless all Members, ATCC agrees after giving effect to meet and confer with such withdrawal, consent to such assignment)). (b) If Licensor exercises its right under Sections 2.2(b) or Section 4 herein, all rights of Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) under this Section 2.3 shall terminate. Any sublicense, including all duties owed to discuss what assurances ATCC might give Licensee thereunder, executed by Licensee shall be assigned to the Sublicensees Licensor; provided, however, that the subject Sublicensees Licensor shall not be terminated upon termination assume any rights, benefits, obligations or liabilities owed to Licensee by sublicensee or by Licensee to sublicensee on or before the date of this Agreement, To assignment. (The information below marked ***** has been omitted by a request for confidential treatment. The omitted portion has been separately filed with the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseCommission.)

Sublicenses. 3.1 Subject KHK (or its Affiliates) shall be permitted to sublicense the rights granted to it hereunder, subject to the terms prior written consent of Syndax, which shall not be unreasonably withheld, conditioned or delayed. KHK, however, acknowledges that any of its sublicenses under the Syndax Patents licensed to Syndax from Bayer will require the prior written consent of Bayer, which shall not be unreasonably refused and conditions set forth which Syndax will use Commercially Reasonable Efforts to obtain, but Syndax shall not be liable to KHK if Bayer fails to provide such consent. KHK and the applicable Sublicensee shall document each such sublicense in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliateswriting, and the Sublicense; b) ATCC is explicitly stated I terms of the written sublicense shall be consistent with this Agreement. Without limiting the generality of the foregoing, each such written sublicense agreed as a third party beneficiary shall (a) require the applicable Sublicensee to comply with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e(b) Licensee identifies any and all Sublicenseesrequire that, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such upon a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance termination of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee , the Sublicensee must assign to KHK, and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary provide to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reasonKHK full copies of, all sublicenses Regulatory Approvals and INDs, NDAs and other similar regulatory filings that relate to rights granted Products and/or Compounds and are owned or Controlled by such Sublicensee, (such that KHK will be able to, pursuant to the Licensee Section 13.5.3, assign to Syndax, and its Affiliates hereunderprovide Syndax with full copies of, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet all such Regulatory Approvals and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated regulatory filings upon termination of this Agreement); and (c) explicitly state that such sublicense will immediately terminate upon termination of this Agreement. KHK shall be responsible for its Sublicensee’s *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, To AS AMENDED. actions and omissions with respect to this Agreement. Promptly after the execution of each written sublicense agreement, KHK shall provide to Syndax a true and complete copy of such agreement; provided, however, that any financial or other information may be redacted to the extent that ATCC is willing not applicable to give the Sublicensee’s compliance with this Agreement. Syndax shall be permitted to provide such assurancesredacted copy to Bayer in confidence. Notwithstanding the foregoing, ATCC agrees that KHK shall be permitted to sublicense to its Affiliates the rights granted to it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and hereunder without obtaining the ATCC’s agreement not to require termination prior consent of the sublicenseSyndax.

Sublicenses. 3.1 (1) Subject to the terms and conditions set forth in this AgreementSection 2(j), Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have S&P hereby grants CME the right to sublicense CME’s rights pursuant to Section 2(a) to any third-party exchange or other organized trading facility that is located outside the ATCC MaterialUnited States (“Futures Sublicensee”) in connection with Futures Sublicensee’s creating, Progenyissuing, listing, trading, clearing, marketing and/or promoting Indexed Contracts that are Futures Contracts, Options on Futures Contracts, Swap Contracts or Unmodified Derivatives except Options on Swap Contracts (“Sublicensed Futures Contracts”) and with making such disclosure about Sublicensed Futures Contracts as Futures Sublicensee deems necessary or desirable in order to indicate the extent they are incorporated I source of the Licensed ProductsS&P Stock Indices. Licensee The terms of any sublicense granted by CME hereunder shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, be set forth in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense agreement among S&P, CME and the Futures CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [*****]. Sublicensee that is restricted reasonably acceptable to the manufacture S&P and Sales of Licensed ProductsCME (a “Futures Sublicense Agreement”), such agreement will not be unreasonably withheld. 3.3 Licensee provided that CME shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly (A) provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC S&P with a complete copy of any such Futures Sublicense Agreement once executed by all parties thereto, (B) S&P may elect not to enter into any Futures Sublicense Agreement in its sole discretion and (C) to the extent not specified therein, advise S&P in writing of the fees payable by such Futures Sublicensee to CME in respect thereof. CME shall solely determine the fees payable by each sublicense within thirty (30 days Futures Sublicensee in respect of issuance each Futures Sublicense Agreement, provided that in connection with each such Futures Sublicense Agreement, CME shall use commercially reasonable efforts to achieve commercially reasonable financial terms in favor of such sublicenseCME and S&P therein. Any such sublicense CME shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary use commercially reasonable efforts to enforce its rights hereunder. 3.5 collect all amounts due from each Futures Sublicensee under the applicable Futures Sublicense Agreement. Upon expiration or termination of this Agreement for any reason, all sublicenses Futures Sublicense Agreements shall terminate unless otherwise agreed in writing by S&P and the Futures Sublicensee. (2) Subject to this Section 2(j), S&P hereby further grants CME the exclusive right to sublicense CME’s rights pursuant to Section 2(a) to any third-party exchange or other organized trading facility (“Options Sublicensee”) in connection with Options Sublicensee’s creating, issuing, listing, trading, clearing, marketing and/or promoting Standardized Option Contracts (“Sublicensed Standardized Option Contracts”) and with making such disclosure about Sublicensed Standardized Option Futures Contracts as Options Sublicensee deems necessary or desirable in order to indicate the source of the S&P Stock Indices. The terms of any sublicense granted by CME hereunder shall be set forth in a sublicense agreement among S&P, CME and the Options Sublicensee that is reasonably acceptable to S&P and CME (an “Options Sublicense Agreement”), provided that CME shall (A) provide S&P with a complete copy of any such Options Sublicense Agreement once executed by all parties thereto, (B) S&P may elect not to enter into any Options Sublicense Agreement in its sole discretion and (C) to the Licensee extent not specified therein, advise S&P in writing of the fees payable by such Options Sublicensee to CME in respect thereof. CME shall solely determine the fees payable by each Options Sublicensee in respect of each Options Sublicense Agreement, provided that in connection with each such Options Sublicense Agreement, CME shall use commercially reasonable efforts to achieve commercially reasonable financial terms in favor of CME and S&P therein. CME shall use commercially reasonable efforts to collect all amounts due from each Options Sublicensee under the applicable Options Sublicense Agreement. Upon termination of this Agreement for any reason, all Options Sublicense Agreements shall terminate unless otherwise agreed in writing by S&P and the Options Sublicensee. For avoidance of doubt, nothing herein shall prevent S&P from entering into license agreements directly with any third-party options exchange in connection with the use of the S&P Stock Indices as the underlying interest in Standardized Option Contracts, in lieu of entering into a three-party Options Sublicense Agreement with CME. (3) Subject to this Section 2(j), S&P hereby grants CME the right to sublicense CME’s rights pursuant to Section 2(a) to any Competitive Market (“Futures Equivalent Swap Contracts Sublicensee”) in connection with Futures Equivalent Swap Contracts Sublicensee’s CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [*****]. creating, issuing, listing, trading, clearing, marketing, and/or promoting Futures Equivalent Swap Contracts and related Options on Swap Contracts (together, “Sublicensed Futures Equivalent Swap Contracts”) and with making such disclosure about Sublicensed Futures Equivalent Swap Contracts as Futures Equivalent Swap Contracts Sublicensee deems necessary or desirable in order to indicate the source of the S&P Stock Indices; provided, however, that CME may grant such a sublicense only if required to do so by a law, regulator agency rule or regulation. The terms of any sublicense granted by CME hereunder shall be set forth in a sublicense agreement among S&P, CME and the Futures Equivalent Swap Contracts Sublicensee that is reasonably acceptable to S&P and CME (a “Futures Equivalent Swap Contracts Sublicense Agreement”), provided that CME shall (A) provide S&P with a complete copy of any such Futures Equivalent Swap Contracts Sublicense Agreement once executed by all parties thereto, (B) S&P may elect not to enter into any Futures Equivalent Swap Contracts Sublicense Agreement in its Affiliates sole discretion and (C) to the extent not specified therein, advise S&P in writing of the fees payable by such Futures Equivalent Swap Contracts Sublicensee to CME in respect thereof. CME shall use commercially reasonable efforts to collect all amounts due from each Futures Equivalent Swap Contracts Sublicensee under the applicable Futures Equivalent Swap Contracts Sublicense Agreement. Upon termination of this Agreement for any reason, all Futures Equivalent Swap Contracts Sublicense Agreements shall terminate unless otherwise agreed in writing by S&P and the Futures Sublicensee. In the event that CME grants a license to a third party under this Section 2(j)(3) then: (1) if the terms of the sublicense include license fees that are more favorable for Futures Equivalent Swap Contracts than those that are payable by CME hereunder, then the fees payable by CME hereunder in relation to Futures Equivalent Swap Contracts shall automatically terminatebe adjusted to be no less favorable to CME than those provided to the third party, unless ATCCand Appendix 3 hereof shall be amended accordingly and (2) the fees collected from such Futures Equivalent Swap Contracts Sublicensee shall not become part of the Equity Index Complex Revenues but rather CME shall pay S&P ***** the amount CME actually collects from all such third parties for Futures Equivalent Swap Contracts. (4) Subject to this Section 2(j) and Section 11(c), at its sole discretionS&P and CME agree that S&P may grant a license to any Competitive Market (“Futures Equivalent Swap Contracts Licensee”) in connection with Futures Equivalent Swap Contracts Licensee’s creating, agrees issuing, listing, trading, clearing, marketing, and/or promoting Futures Equivalent Products and related Options on Futures Equivalent Swap Contracts (together, “Licensed Futures Equivalent Swap Contracts”) and with making such disclosure about Licensed Futures Equivalent Swap Contracts as Futures Equivalent Swap Contracts Licensee deems necessary or desirable in order to indicate the source of the S&P Stock Indices; provided, however, that except as otherwise provided in Section 11(c), S&P may grant such a license only if: 1. there is a threat of litigation concerning the need for or the scope of an intellectual property license required to, as applicable, create, issue, list, trade, or clear Futures Equivalent Swap Contracts, 2. such threat of litigation is in S&P’s reasonable judgment after consultation with CME, significant and credible, it being understood that a statement by a third party of a desire to create, issue, list, trade, or clear Futures Equivalent Swap Contracts without a license from S&P is by itself insufficient to be deemed significant and CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [*****]. credible for this purpose, and 3. the risk of loss of intellectual property rights from an adverse ruling in such a litigation is believed in S&P’s reasonable judgment to be significant. The cost of any litigation by S&P under this Section 2(j)(4) shall be borne entirely by S&P. The terms of any such license granted by S&P hereunder shall be set forth in a license agreement between S&P and the Futures Equivalent Swap Contracts Licensee (a “Futures Equivalent Swap Contracts License Agreement”), provided that S&P shall (A) provide CME with prompt notice that S&P has begun license negotiations and updates on the status of the negotiations, (B) provide CME with a complete copy of any such Futures Equivalent Swap Contracts License Agreement once executed by the parties thereto, and (C) advise CME in writing of the fees payable by such Futures Equivalent Swap Contracts Licensee to an assignment S&P in respect thereof. S&P shall solely determine the fees payable by each Futures Equivalent Swap Contracts Licensee in respect of each Futures Equivalent Swap Contracts License Agreement. S&P shall use commercially reasonable efforts to ATCC collect all amounts due from each Futures Equivalent Swap Contracts Licensee under the applicable Futures Equivalent Swap Contracts License Agreement. *****. For avoidance of any sublicensedoubt, ATCC the granting by S&P of a license to a Futures Equivalent Swap Contracts Licensee pursuant to and in accordance with this paragraph shall not be bound to any duties deemed a violation of S&P’s obligations under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseSubsection 11(b).

Sublicenses. 3.1 4.1 Subject to the terms and conditions limitations set forth in this AgreementAgreement and subject to the license granted to the U.S. Government, Regents hereby grants to Licensee and its Affiliates shall have the right to grant sublicenses sublicense to Third Parties or develop, third parties the rights to make, use have made, use, have used, sell, offer for sale, or have offered for sale, sell, have sold, import and Sell have imported Licensed Products in and to practice or have practiced the Territory and in Licensed Method provided that Licensee has current exclusive rights under this Agreement. Every such sublicense will contain at least the Field of Use provided thatfollowing: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective AffiliatesA statement setting forth the date upon which Licensee’s exclusive rights, privileges, and the Sublicense;license hereunder will expire. b) ATCC is explicitly stated I A statement such written sublicense agreed as a third party beneficiary with respect that, to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable termsextent applicable, conditions, the obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights will be binding upon the sublicensee as if it were in place of Licensee, except that: i) Earned royalty rate and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive minimum royalties may be at higher rates than the terms and conditions of this Agreement; and, eii) Licensee identifies any and all SublicenseesSublicensees will be precluded from granting further sublicenses, including any Sublicensees except the sublicensees may grant further sublicenses to their Affiliates if each further sublicense complies with the requirements of its Affiliates, to ATCCthis Section 4.1 as if the sublicense had been granted directly by Licensee. 3.2 For c) The same provision for indemnification of Regents as has been provided for in this Agreement. 4.2 Licensee shall pay Regents [***] of any Gross Revenues received by Licensee in the avoidance form of doubtup-front, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, signing or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productssimilar payments from sublicensees. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to pay Regents [***] of all Gross Revenues received by Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and on Net Sales of Licensed Products by a sublicensee or its Affiliate. If Gross Revenues are paid to Licensee on Net Sales of Licensed Products by a sublicensee or its Affiliate and [***] of such Gross Revenues would be less than [***] of the Net Sales of such Licensed Products, such agreement will not be unreasonably withheld*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Alien Technology Corporation Page 8 Exclusive License U.C. Case No. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement: B94-014 Confidential June 29, 1999 then Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In Regents [***] of the event Net Sales of an uncured breach by any Sublicensee then such Licensed Products when Licensee shall terminate receives such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationGross Revenues. 3.4 4.3 Licensee shall will notify ATCC Regents of each sublicense granted hereunder and shall provide ATCC with furnish to Regents a complete copy summary of the material terms of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunderagreement. 3.5 4.4 Licensee will collect and guarantee payment of all royalties due Regents from sublicensees; and deliver all reports due Regents and received from sublicensees. 4.5 Upon expiration or termination of this Agreement for any reason, all sublicenses that are granted by Licensee pursuant to rights granted this Agreement will remain in effect and will be assigned to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall Regents except that Regents will not be bound to perform any duties under an assigned sublicense or obligations set forth in any sublicenses that extend beyond ATCC’s the duties under and obligations of Regents set forth in this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, (a) Licensee and its Affiliates shall have the right to may grant sublicenses to Third Parties (or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject options to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; bsublicense) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC Nogra to Licensee under this Agreement that protect or benefit ATCC’s rights and interestshereunder: (i) to any Affiliate of Licensee, provided such sublicense only remains in effect for as long as such Sublicensee remains an Affiliate of Licensee; d(ii) to non-Affiliated Third Parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar organizations that support the Development and Commercialization of the Licensed Compounds and Licensed Products on a fee-for-service basis as Sublicensees hereunder, provided that such sublicenses include obligations of confidentiality and non-use of Nogra Patent Rights, Nogra Know-How and Nogra Confidential Information substantially in accordance with the terms of this Agreement; and (iii) to other non-Affiliated Third Parties as a Distributor or Sublicensee hereunder after reasonable consultation with Nogra (which consultation will not be deemed to be a consent or approval right). (b) Each sublicense (or any option to a sublicense) granted by a Licensee to a Third Party pursuant to this Section 3.2 (each a “Sublicense”) will (i) be in writing; (ii) be subject and conditions of each such agreement are subordinate to, and consistent with and not less restrictive than with, the terms and conditions of this Agreement; and, eand (iii) require the applicable Sublicensee to comply with all applicable terms of this Agreement (except for the payment obligations, for which Licensee identifies will remain responsible). Licensee will provide Nogra with a copy of each agreement containing any and Sublicense granted under clause (a)(iii) above within ninety (90) days of execution, provided that, with respect to sublicenses to Distributors, Licensee will be permitted to redact all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, proprietary or Unmodified Derivatives except other sensitive information from such agreement to the extent they are incorporated I the Licensed Products. Licensee shall have no right that such redaction does not impact Nogra’s ability to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by confirm Licensee. If ATCC brings suit against a Related Party for breach of ’s compliance with this Agreement, Licensee shall pay all reasonable costs incurred in connection therewithand with respect to sublicenses to Sublicensees, including without limitation attorney’s fees and disbursementsredactions of any kind. In the event of an uncured breach by No Sublicense will diminish, reduce or eliminate any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information obligation of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and Licensee will remain responsible for its obligations under this Agreement and will be responsible for the performance of the relevant Sublicensee as if such Sublicensees regarding setting forth ATCC’s assurance and Sublicensee were “Licensee” hereunder. Each Sublicense granted by Licensee to any rights licensed to it hereunder will terminate immediately upon the ATCC’s agreement not to require termination of the sublicenselicense from Nogra to Licensee with respect to such rights.

Sublicenses. 3.1 Subject (a) LanzaJet hereby grants to the terms and conditions set forth in this Agreement, Licensee LanzaTech and its Affiliates shall a worldwide, non-transferable, non-sublicensable, non-exclusive, royalty-free license, for the duration of the Development Projects, to use, incorporate, practice, copy, construct, and otherwise exploit the Licensed Subject Matter solely in connection with the Development Projects. (b) LanzaJet further agrees to grant to LanzaTech and its Affiliates a non-exclusive sublicense in accordance with Section 3.2(c)(iv) to use and exploit the Licensed Subject Matter to fulfill any Pre-Existing Obligations, if LanzaTech’s contractual rights under the Sponsor Offtake Agreement (as defined in the Future Development Rights Agreement) to offtake SAF produced by LanzaJet and its Affiliates are insufficient to meet such Pre-Existing Obligations. LanzaTech will enjoy [***] most-favored pricing [***]. (c) LanzaJet will have the right to grant sublicenses further sublicense its licenses to Third Parties or develop, make, use and Sell the Licensed Products Subject Matter only as follows: (i) to the Suncor SPV (as defined in the Territory Investment Agreement), upon a Subsequent Closing with Suncor, in connection with the Suncor Commercial Facility and any other Commercial Facility (or Commercial Facilities) that may be approved by the Board, (ii) to the Mitsui SPV (as defined in the Field Investment Agreement), upon a Subsequent Closing with Mitsui, in connection with the Mitsui Commercial Facility and any other Commercial Facility (or Commercial Facilities) that may be approved by the Board, (iii) if IAG becomes a party to the Investment Agreement, to the IAG SPV (as defined in the Investment Agreement), upon a Subsequent Closing with IAG, in connection with manufacture of Use provided thatfuels at the IAG Commercial Facility and any other Commercial Facility (or Commercial Facilities) that may be approved by the Board, (iv) to LanzaTech, in connection with (i) fulfilling any Pre-Existing Obligations, and (ii) manufacture of fuels at any Commercial Facility (or Commercial Facilities) that may be approved by the Board, (v) subject to any approvals from Battelle that may be required under the Battelle Agreement, after LanzaJet’s full performance of its obligations ​ under Sections 4.04 and 4.06(a) of the Investment Agreement, to any other Person, beginning upon the earliest of (i) [***], (ii) [***], or (iii) [***]. (d) Each Person that enters into a sublicense under this Section 3.2 will be a “Sublicensee”, and each sublicense entered into under this Section 3.2 will be a “Sublicense”. (e) Each Sublicense will include: a(i) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense[***]; b(ii) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement[***]; c(iii) each indemnification obligations from the Sublicensee for the benefit of LanzaTech that are substantially similar to the indemnification obligations in Section 8.1(a)-(f). (f) Prior to execution of any Sublicense has agreed in hereunder, LanzaJet shall provide LanzaTech and Battelle with a certification that the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) Sublicense complies with the terms and conditions of each such agreement are consistent with the Battelle Agreement. LanzaJet will provide LanzaTech and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC Battelle with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee Sublicense that has been executed by LanzaJet and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall will not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall knowingly enter into a written agreement any Sublicense that is inconsistent with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicenseBattelle Agreement.

Sublicenses. 3.1 Subject LLNS also hereby grants to the terms and conditions set forth in Licensee, so long as it retains exclusive rights under this Agreement, Licensee and its Affiliates shall have the right to grant issue sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field through no more than two (2) tiers of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of sublicensees under the rights and licenses granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each in Article 2 where LLNS may lawfully grant such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 licenses. For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee and Joint Ventures shall have no right licenses under the Patent Rights unless such Affiliates and Joint Ventures are granted a sublicense; provided, however, that sublicenses to permit any Sublicensee to further Affiliates and Joint Ventures shall be disregarded solely for purposes of the above two-tier sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees limitation. [***]. 3.2 All sublicenses will be in writing and will include terms and conditions sufficient to such enable Licensee to comply with its obligations, and to protect the rights of LLNS and the U.S. Government, under this Agreement. Licensee will include in each sublicense a sublicense or unless such further sublicense is restricted to notice informing the manufacture and Sales sublicensee of Licensed Products, such agreement will not be unreasonably withheldLLNS’s rights under Section 8.8. 3.3 Licensee also will pay to LLNS the percentage, specified in Exhibit C, of any Other Sublicense Consideration Licensee receives for the grant of rights under each sublicense agreement pursuant to this Article 3. 3.4 Licensee shall be responsible to ATCC LLNS for all obligations any acts or omissions of its Related Parties in the same fashion and sublicensees with respect to the full extent that Licensee is obligated to ATCC hereunder. A breach sublicensees’ exercise of this Agreement by any Related Party the Patent Rights. 3.5 Sublicensees will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In required to carry the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationinsurance requirements specified under Article 13. 3.4 3.6 Licensee shall will notify ATCC LLNS of each sublicense granted hereunder and shall provide ATCC LLNS, subject to obligations of confidentiality, the Licensee may have with any sublicensee, with a complete copy of each sublicense within thirty (30 days [***] of issuance of the sublicense; provided, that if a sublicense is included within a larger agreement that addresses other subject matter, Licensee may provide a redacted copy of such larger agreement showing only the sublicensing provisions and other provisions in the agreement to the extent reasonably necessary to establish Licensee’s conformance with the terms of this Agreement. Licensee guarantees all monies and Other Sublicense Consideration due LLNS from the sublicensees. Licensee will require sublicensees to provide it with copies of all progress reports and royalty reports consistent with the provisions in this Agreement, and Licensee will collect and deliver to LLNS all such reports due from sublicensees. 3.7 If Licensee is unable or unwilling to serve or develop a potential market or market territory within the Field of Use and the Territory for which there is a company willing to be a sublicensee, Licensee will, upon LLNS’s written request, endeavor to negotiate in good faith a sublicense with any such company in such market or territory. The determination to grant a sublicense may be based on Licensee’s business interests. Licensee will provide LLNS with written justification for denying any such sublicense. Any Failure to conclude any such sublicense shall not be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon expiration or termination considered a breach of this Agreement for any reason, all sublicenses to rights granted to the by Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with so long Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees can demonstrate that it shall enter into a written agreement has acted in good faith to comply with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicensethis paragraph.

Sublicenses. 3.1 (a) Subject to the terms and conditions contained herein, Licensee may grant a sublicense of its rights hereunder to any Affiliate (defined as any entity that, at the time of determination, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Licensee, whether by contract, possession (directly or indirectly) of power to direct or cause the direction of the management or policies of such entity or the ownership (directly or indirectly) of securities or other interests in such entity) (each permitted sublicensee, a “Sublicensee”) as follows: (i) Licensee may grant a sublicense to each Sublicensee to use the Licensed Marks in connection with such Sublicensee’s healthcare information technology products and services in the Territory; (ii) Licensee may grant to each Sublicensee a sublicense to use the Licensed Name solely in the form(s) set forth on Schedule C as Schedule C may be amended from time to time by mutual agreement of Licensor and Licensee and solely in connection with the operation of such Sublicensee’s healthcare information technology products and services business in the Territory (each, a “Sublicensee Business”); (iii) Licensee may grant to each Sublicensee a sublicense to use the Licensed Domain Names in connection with its Sublicensee Business in the Territory. (iv) The grant of any sublicense hereunder shall be conditioned on such Sublicensee having first executed a copy of the Sublicensee Acknowledgement set forth as Exhibit A. (b) Any such sublicense shall be made on, and subject to, all applicable terms and conditions of this Agreement with respect to the Licensed Property, including but not limited to the following: (i) Any such sublicense shall contain a provision that the sublicense will, at Licensor’s choice, either (A) be deemed automatically assigned by Licensee to Licensor or (B) terminate automatically upon any termination of this Agreement. (ii) Licensee shall (A) notify Licensor promptly in writing upon becoming aware that any Sublicensee’s use of the Licensed Property deviates from the Quality Standards in any material respect, Licensee and its Affiliates (B) promptly undertake commercially reasonable efforts to cause such defective or nonconforming use to be cured or, if not curable, discontinued. (iii) Licensor shall be a third-party beneficiary of such sublicense. (iv) Licensor shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) enforce the terms and conditions of, and terminate, such sublicense, whether as a party thereto or as a third-party beneficiary. (c) In addition to the right to grant sublicenses pursuant to this Section 1.6, Licensee and each Sublicensee shall be permitted to allow any reseller or distributor of the Products and Services to use the Licensed Marks and Licensed Domain Names solely to the extent necessary to perform its obligations under the relevant agreement with Licensee or such Sublicensee. Each such agreement shall contain restrictions on the use of the Licensed Marks and Licensed Domain Names consistent with the restrictions contained herein, including but not limited to those in Section 1.6(b) (other than (b)(i) and (b)(iv)). A copy of each such agreement are consistent with shall be provided to Licensor for review and not less restrictive than approval prior to execution. (d) Notwithstanding the grant of any sublicense hereunder, Licensee shall remain liable for any breach or default of the applicable terms and conditions of this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreementits Sublicensees, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In resellers or distributors with respect to the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationLicensed Property. 3.4 Licensee (e) No such Sublicensee, reseller or distributor shall notify ATCC of each be permitted to sublicense to any other person or entity the rights granted hereunder and shall provide ATCC to it with a complete respect to the Licensed Property. (f) A copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee provided to Licensor for review and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary approval prior to enforce its rights hereunderexecution. 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject Licensee shall have the unconditional right to sublicense any right granted to Licensee under this Agreement, subject to the following conditions: 2.3.1 In each such sublicense, the Sublicensee will be permitted to grant further sublicenses, and so forth for further sub-tier sublicenses, but only on the condition that any such sublicense will be subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights license granted by ATCC to Licensee under this Agreement that protect or benefit ATCCAgreement, including payments to Licensor of royalties and other fees set forth in Section 6 based upon consideration paid by any further Sublicensee for any such further sublicense. 2.3.2 Licensee will forward to Licensor, within thirty (30) days following its execution, a fully executed, complete and accurate copy of each sublicense granted under this Agreement. Licensor’s receipt of such sublicense will not constitute a waiver of any of Licensor’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions or Licensee’s obligations ** Echo Therapeutics, Inc. has requested confidential treatment of this competitive and financial information, the disclosure of which could result in competitive harm. under this Agreement; and, e) Licensee identifies any and all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates . Each such sublicense agreement shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Products. Licensee shall have no right to permit any Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A breach of this Agreement by any Related Party will be treated as the Confidential Information of Licensee. 2.3.3 Each sublicense will contain a breach right of termination by Licensee. If ATCC brings suit against Licensee in the event of a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursementsSublicensee Breach. In the event of an uncured breach by a Sublicensee Breach, and if after a reasonable opportunity to cure as provided in any such Sublicensee’s sublicense, such Sublicensee fails to cure such Sublicensee Breach, then Licensee shall will terminate the sublicense unless Licensor agrees in writing that such sublicense or other agreement with need not be terminated. Such Sublicensee Breach and termination of a Sublicensee’s sublicense will not affect the term of Licensee’s Sublicensee and shall promptly provide ATCC with written notification license hereunder or the sublicense of said terminationany non-breaching Sublicensee. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 2.3.4 Upon expiration or termination of this Agreement for any reason, all sublicenses will be assigned to Licensor, and Licensor will have no greater duties or lesser rights under such sublicenses than Licensor has under the Agreement. Licensee shall have the sole discretion to determine the financial and other terms on which any sublicenses shall be granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request; however, at no such sublicense agreement shall alter any time during the Agreement Term, ATCC agrees obligation owed by Licensee to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of Licensor under this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, 2.2.1 Licensee and its Affiliates shall have the right to grant sublicenses to Third Parties or develop, make, use and Sell Licensed Products in the Territory and in the Field of Use provided that: a) any sublicense granted shall be subject to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of under the rights granted by ATCC in Section 2.1 (a) to Licensee its Affiliates and (b) to Third Parties, in each of (a) and (b) solely to the extent of, and consistent with, Licensee’s right to grant sublicenses of any Patent rights under the applicable Collaboration Agreement. Each such sublicense granted pursuant to this Agreement that protect or benefit ATCC’s rights Section 2.2 shall be pursuant to a binding written agreement and interests; d) the terms and conditions of each such agreement are shall be consistent with and not less restrictive than the terms and conditions of this Agreement; and, eAgreement (including imposing obligations on Sublicensee consistent with those of Licensee under Sections 2.3, 3.7 and Section 6) Licensee identifies any and all Sublicenseesthe applicable Collaboration Agreement (each such Affiliate or Third Party to which such sublicense is granted, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives except to the extent they are incorporated I the Licensed Productsa “Sublicensee”). Licensee shall have no right to permit remain responsible for the performance of its Sublicensees such that any act or omission by or on behalf of a Sublicensee to further sublicense any f the right granted to Licensee hereunderthat would be a breach of this Agreement if undertaken by Licensee, unless ATCC, in its sole discretion, agrees in writing to such a sublicense or unless such further sublicense is restricted to the manufacture and Sales of Licensed Products, such agreement will not be unreasonably withheld. 3.3 Licensee shall be responsible to ATCC for all obligations of its Related Parties in the same fashion and to the full extent that Licensee is obligated to ATCC hereunder. A deemed a breach of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In the event of an uncured breach a material default by any Sublicensee then under a sublicense, Licensee shall terminate will promptly notify Pieris and take such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said terminationaction as necessary to remedy such default. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC 2.2.2 With respect to any (sub)license agreement(s) entered into with a complete copy Sublicensee by Licensee in effect as of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary to enforce its rights hereunder. 3.5 Upon the date at which termination or expiration or termination of this Agreement for any reasonbecomes effective and the Sublicensee’s rights under such Sublicense, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees extent that the Sublicensee is in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer good standing with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give respect to the Sublicensees that Sublicense and was not itself the subject Sublicensees shall not be terminated upon cause of the termination of this Agreement, To Pieris shall negotiate in good faith a direct license with the extent Sublicensee under the following terms and conditions (provided that ATCC is willing such Sublicensee does not, within[***] following the termination or expiration of this Agreement, provide written notice to give Pieris of Sublicensee’s election to terminate the Sublicense): (1) the Parties shall negotiate such assurancesdirect license in good faith in order to execute a direct license within [***] of the termination or expiration of this Agreement, ATCC agrees that it (2) such direct license shall enter into a written agreement with Licensee or its Affiliateshave the same scope, if applicablepayment and financial terms and non-financial terms as this Agreement, and (3) such Sublicensees regarding setting forth ATCC’s assurance and direct license to the ATCC’s agreement Sublicensee by Pieris shall not place any additional obligations (including but not limited to require termination representations, warranties, or liabilities) on Pieris beyond its obligations under this Agreement without the prior written consent of the sublicensePieris.

Sublicenses. 3.1 Subject to the terms and conditions set forth in this Agreement, Licensee and its Affiliates Eiger shall have the right to grant sublicenses Sublicenses with respect to Third Parties or developthe rights licensed to Eiger under Section 2.1: [ * ], makeprovided that, use in each case (x) and Sell Licensed Products (y), such Sublicenses are granted solely in accordance with this Section 2.2: 2.2.1 Eiger shall have the Territory and in the Field of Use right to enter into a Sublicense Agreement [ * ], provided that: (a) any sublicense granted such Sublicense Agreement shall refer to this Agreement and shall be subject subordinate to a written sublicense agreement between Licensee or its respective Affiliates, and the Sublicense; b) ATCC is explicitly stated I such written sublicense agreed as a third party beneficiary with respect to any such agreement; c) each Sublicense has agreed in the written sublicense agreement to be bound by all applicable terms, conditions, obligations (including payments, reporting, and inspections) and other restrictions of the rights granted by ATCC to Licensee under this Agreement that protect or benefit ATCC’s rights and interests; d) the terms and conditions of each such agreement are consistent with and not less restrictive than the terms and conditions of this Agreement; , and, e) Licensee identifies any and , shall not limit Eiger’s ability to fully perform all Sublicensees, including any Sublicensees of its Affiliates, to ATCC. 3.2 For the avoidance of doubt, neither Licensee nor its Affiliates shall have the right to sublicense the ATCC Material, Progeny, or Unmodified Derivatives obligations under this Agreement (except to the extent they assumed by Sublicensee but as to which Eiger remains responsible to BMS for the performance thereof by the Sublicensee) or BMS’ rights under this Agreement; (b) in such Sublicense Agreement, the Sublicensee shall agree in writing to fully perform the terms and conditions of this Agreement applicable to the Sublicensee; (c) promptly after the execution of such Sublicense Agreement, Eiger shall provide a copy of such Sublicense Agreement to BMS, which copy may be redacted to remove confidential terms that are incorporated I not necessary for BMS to confirm the Sublicense Agreement’s compliance with, or calculations of Sublicense Revenues under, the terms and conditions of this Agreement; (d) Eiger shall remain primarily responsible and liable for performance of all of its obligations under this Agreement (even where sublicensed or assumed by a Sublicensee) and for compliance by its Sublicensees with applicable terms of this Agreement, including all payments due (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof) and the making of reports under this Agreement on account of its Sublicensees’ activities under the Sublicense Agreement, and shall use Commercially Reasonable Efforts to monitor such Sublicensee’s compliance with and to enforce the terms of such Sublicense Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the applicable terms and conditions of this Agreement in the same manner as Eiger, including, without limiting the generality of the foregoing, the Sublicensee shall [ * ]; (f) such Sublicensees shall [ * ], except with prior written consent of Eiger and BMS in each of their sole discretion and in any event in accordance with and subject to all of the terms and conditions of this Section 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Eiger in a Sublicense Agreement (to the extent such Sublicense rights are granted to Eiger in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Eiger with respect to such sublicensed rights, provided that such Sublicense rights shall not terminate if, as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of its obligations to Eiger under its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products. Licensee shall have no right to permit any Products or Licensed Compounds, and, within sixty (60) days of such termination, the Sublicensee to further sublicense any f the right granted to Licensee hereunder, unless ATCC, in its sole discretion, agrees in writing to such be bound directly to BMS under a sublicense or unless such further sublicense is restricted license agreement substantially similar to this Agreement with respect to the manufacture rights and Sales obligations Sublicensed by Eiger to the Sublicensee under the Sublicense Agreement, substituting such Sublicensee (a “Surviving Sublicensee”) for Eiger, and provided further that (A) such license agreement shall [ * ]; (B) the scope of the rights granted to and obligations assumed by the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed ProductsProducts and territory) shall [ * ]; (C) Eiger shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (D) such license agreement shall obligate the Surviving Sublicensee to [ * ] from and after the effective date of such termination, [ * ]; (E) the Sublicensee [ * ] as of the effective date of termination; and (F) except as expressly set forth in the license agreement or agreed by Eiger, such license agreement will shall not be unreasonably withheld.[ * ]; 3.3 Licensee (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement; and (i) BMS shall be responsible made an express third party beneficiary of the Sublicensee’s obligations under such Sublicense that relate to ATCC for all obligations of its Related Parties in compliance with the same fashion applicable terms and to the full extent that Licensee is obligated to ATCC hereunder. A breach conditions of this Agreement by any Related Party will be treated as a breach by Licensee. If ATCC brings suit against a Related Party for breach of this Agreement, Licensee shall pay all reasonable costs incurred in connection therewith, including without limitation attorney’s fees and disbursements. In with the event of an uncured breach by any Sublicensee then Licensee shall terminate such sublicense or other agreement with Licensee’s Sublicensee and shall promptly provide ATCC with written notification of said termination. 3.4 Licensee shall notify ATCC of each sublicense granted hereunder and shall provide ATCC with a complete copy of each sublicense within thirty (30 days of issuance of such sublicense. Any such sublicense shall be deemed Confidential Information of Licensee and ATCC shall maintain such Confidential Information in confidence in accordance with Article 13, except as may be necessary express right to enforce its rights hereundersame directly against the Sublicensee or against Eiger as BMS may elect . 3.5 Upon expiration or termination of this Agreement for any reason, all sublicenses to rights granted to the Licensee and its Affiliates hereunder, shall automatically terminate, unless ATCC, at its sole discretion, agrees in writing to an assignment to ATCC of any sublicense, ATCC shall not be bound to any duties under an assigned sublicense beyond ATCC’s duties under this Agreement. Upon Licensee’s request, at any time during the Agreement Term, ATCC agrees to meet and confer with Licensee and/or Licensee’s Affiliates and their respective Sublicensees (or potential Sublicensees) to discuss what assurances ATCC might give to the Sublicensees that the subject Sublicensees shall not be terminated upon termination of this Agreement, To the extent that ATCC is willing to give such assurances, ATCC agrees that it shall enter into a written agreement with Licensee or its Affiliates, if applicable, and such Sublicensees regarding setting forth ATCC’s assurance and the ATCC’s agreement not to require termination of the sublicense.