Common use of Sublicensing Clause in Contracts

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which shall include prior review of any sublicense agreement by does not meet the NIH and which above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheldwithheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the Licensee may enter into sublicensing agreements event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within applicable [***] after Certain information in this document has been omitted and filed separately with the date Securities and Exchange Commission. Confidential treatment has been requested with respect to the NIH receives Notice omitted portions. terms and conditions of Licensee’s intent this Agreement. If the acts or omissions of any Sublicensee cause Corvus to sublicense be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such any sublicense agreement and the Licensee shall have the right executed by Corvus or any Sublicensee to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked Vernalis within [***] of its execution. 2.2.2 In the execution event of the agreementtermination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceAny such [***].

Sublicensing. 4.1 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. With respect For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to any proposed enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense agreement, if to a third party to develop or commercialize a License Product. In the NIH event that PHS does not provide the Licensee with a written objection thereof to Licensee within [***] after ten (10) business days of receiving notice under the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseepreceding sentence, the NIH PHS shall be deemed to have given its approval of such to the sublicense agreement and arrangement described in the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]notice. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement agreement, postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review 5.1. The license granted by this Agreement includes the right of any sublicense agreement by the NIH Licensee and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent RightsAffiliates to grant Sublicenses. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses Sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party pursuant to this Agreement, Licensee will: (a) include all of the rights of, and obligations due to, Foundation under this Agreement on any Sublicense executed; (b) promptly provide Foundation with a complete and unredacted copy of each executed Sublicense promptly after the execution thereof; (c) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense without the express written consent of Foundation; (d) make all Payments Due and deliver all reports due to Foundation whether owed by Licensee, Affiliates or Sublicensees, and use commercially reasonable efforts to collect all payments due, directly or indirectly, to Foundation from Sublicensees. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon 5.2. Upon termination of this Agreement under Article 13. This conversion for any reason, all Sublicenses that are granted by Licensee pursuant to this Agreement where the Sublicensee is subject in full compliance with the obligations its Sublicense Agreement as of the date of such termination will remain in effect and will be assigned to the NIH approvalFoundation, which except that Foundation will not be unreasonably withheld, bound to perform any duties or obligations set forth in any Sublicense Agreement that extend beyond the duties and contingent upon acceptance by the sublicensee obligations of the remaining provisions of Foundation set forth in this Agreement. Licensee will include a provision in each Sublicense which allows Foundation to assume the Sublicense if: (i) this Agreement is terminated; and (ii) the Sublicensee is in compliance with the foregoing requirements set forth in this Section 5.2. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which Takeda shall include prior review of any sublicense agreement by have the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With right to grant sublicenses through multiple tiers with respect to the rights licensed to Takeda under Section 6.1 to any proposed sublicense agreement, if the NIH does not provide the Licensee Affiliate of Takeda solely in accordance with a written objection thereof within Sections 6.2.1 through 6.2.5. Takeda [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations respect to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding rights licensed to sublicensee as if it were a party Takeda under Section 6.1 to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within any Third Party [***] of Orexigen, which shall not to be unreasonably withheld, conditioned, or delayed. In the event Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or Orexigen’s rights under this Agreement; 6.2.2 in such Sublicense, the Sublicensee shall agree in writing to be bound to Takeda by terms and conditions substantially similar to, or less favorable to the Sublicensee than, the corresponding terms and conditions of this Agreement; 6.2.3 promptly after execution of the agreementSublicense, and specifically excluding any sublicenses granted to an Affiliate of Takeda, Takeda shall provide a complete and correct copy of such Sublicense to Orexigen; 6.2.4 Takeda shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, and shall cause such Sublicensee to enable Takeda to comply with all applicable terms and conditions of this Agreement; and 6.2.5 each Sublicense shall terminate immediately upon the termination of this Agreement (in whole or only with respect to the rights that are subject to such Sublicense). To For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense or sublicensee, as the extent permitted by lawcase may, the NIH agrees be with respect to maintain each sublicense agreement in confidenceTakeda’s Affiliates.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under for the Licensed Patent RightsRights and Licensed Materials. With respect These sublicenses will not have a further right of sublicense and must be granted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement sublicensee with the following stipulations: [***]demonstrated commitment, ability, and readiness to use the sublicense but in no instance shall a sublicense be issued for use in a country under Government sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the 3.1 Licensee may enter into sublicensing agreements grant sublicenses under the Licensed Patent Rights. With respect rights granted to any proposed sublicense agreementit in Article II, if the NIH does not provide the Licensee with provided that such sublicenses shall be at least as favorable to BTG as this Agreement, and provided that each Sublicensee is bound under a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent agreement with Licensee containing terms and conditions consistent with and no less restrictive than those applicable to sublicense and Licensee hereunder. Licensee will include a copy of this Agreement as an exhibit to all sublicenses. Without limitation, all sublicenses shall include the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]following: 4.2 The Licensee agrees that any sublicenses granted by it shall provide 3.1.1 A provision specifying that the obligations sublicense is personal to the NIH Sublicensee, and may not be further sublicensed or assigned. 3.1.2 A provision allowing direct access by BTG or its representatives to inspect and audit the books and records of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 the Sublicensee for purposes of this Agreement shall be explicitly binding verifying royalties payable thereunder. 3.1.3 Provisions permitting termination of the sublicense in accordance with Section 3.2 below and other provisions for termination equivalent to sublicensee as if it were a party to those contained in this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide 3.1.4 A provision for the termination of the sublicense, or the conversion to a license directly between the sublicensees Sublicensee and the NIH, at the option of the sublicensee, BTG upon termination of this Agreement under Article 13as provided in Section 12.4.1. This conversion is subject to Licensee will notify BTG of the NIH approval, which will not be unreasonably withheldproposed terms of any sublicenses in advance, and contingent will permit BTG to comment upon acceptance the legal and commercial reasonableness of the proposed terms. 3.2 The Licensee shall be responsible for the observance and performance by every Sublicensee of the terms and conditions of the sublicense, and shall be directly liable to BTG for any breach, non-observance or non-performance by any Sublicensee which results in a breach by the sublicensee of the remaining provisions of Licensee under this Agreement. 4.4 The 3.3 Following the grant of sublicense, Licensee agrees to forward to the NIH shall: 3.3.1 Forward a complete copy of each fully executed the sublicense agreement postmarked within [***] thirty (30) days of execution. 3.3.2 Notify BTG in the execution case of any breach by the agreement. To Sublicensee, and if requested by BTG, promptly serve notice upon the extent permitted by lawSublicensee specifying the breach, and terminating the NIH agrees to maintain each sublicense agreement in confidenceaccordance with its terms if the breach is not timely cured.

Sublicensing. 4.1 Upon 2.6.1 The research license granted pursuant to Section 2.1 is sublicensable by Licensee (a) to Affiliates of Licensee and (b) to one Third Party Collaborator with respect to each Disease Indication; any other sublicenses to Third Party Collaborators or Third Parties of the research license granted pursuant to Section 2.1 requires Licensor’s prior written approvalconsent, which shall include prior review of any sublicense agreement by the NIH and which shall consent may not be unreasonably withheld, conditioned, or delayed. The license granted, if applicable, pursuant to Section 2.3.4 is sublicensable by Licensee to any Affiliates or Third Parties. Any sublicense of the rights under this Section 2.6, whether to an Affiliate or Third Party and whether relating to a sublicense of rights under Section 2.1 or 2.3.4, must comply with the provisions of this Section 2.6 (including Section 2.6.2). 2.6.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may enter into sublicensing agreements under grant a sublicense to an Affiliate of Licensee; provided that (i) such sublicense must comply with the Licensed Patent Rights. With respect terms of this Section 2.6.2 (except to any proposed sublicense agreementthe extent such terms are limited to Third Party Sublicensees), if the NIH does not provide the Licensee with including being granted pursuant to a written objection thereof agreement and requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement; (ii) Licensee must provide Licensor with written notice of any such sublicense within [***] after entering into a sublicense, which notice will identify the date Affiliate, the NIH receives Notice applicable Disease Indication, and the scope of the rights sublicensed; (iii) such sublicense must only remain in effect for as long as such sublicensee remains an Affiliate of Licensee’s intent to sublicense ; and a copy of the proposed sublicense from the Licensee(iv) without limiting Section 2.6.2(f) below, the NIH shall Licensee will be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval responsible for the Collaboration and Option Agreement with the following stipulations: 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 UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any and all obligations of any such Affiliate as if such Affiliate were “Licensee” hereunder. If either of the ReGenX Licensors requires additional information, including a copy of the sublicense agreement, Licensee shall provide such information, including such copy, to Licensor. 4.2 The (b) Licensee agrees that may only grant sublicenses pursuant to a written sublicense agreement with the Sublicensee. Licensee may grant a direct Sublicensee (as defined in Section 1.30(i) only) of the rights under Section 2.3.4 the right to grant further sublicenses [***]. For the avoidance of doubt, any further sublicenses granted by it shall provide that any Sublicensees must comply with the obligations provisions of this Section 2.6 (including Section 2.6.2) to the NIH same extent that Licensee would have to comply if Licensee were granting a sublicense directly to a Third Party (including the obligation of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement shall be explicitly binding to sublicensee as if it were and providing Licensor with a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination copy of the sublicense). For clarity, or the conversion Licensee is entitled to grant to a license directly between the sublicensees and the NIH, at the option Sublicensee a sublicense with respect to any or all of the sublicenseeDisease Indications. (c) In each sublicense agreement, upon termination (i) the Sublicensee must be required to comply with the terms and conditions of this Agreement under Article 13. This conversion is subject to the NIH approvalsame extent as Licensee has agreed, which will except to the extent that such terms and conditions do not be unreasonably withheldrelate to the specific rights granted to the Sublicensee pursuant to this Agreement (e.g., obligations related to a Disease Indication that has not been sublicensed); and contingent upon acceptance by the sublicensee (ii) if such Sublicensee is a Third Party, such Sublicensee must acknowledge that Licensor is an express third party beneficiary of the remaining provisions of this Agreementsuch terms and conditions under such sublicense agreement. 4.4 (d) The Licensee agrees to forward to the NIH a complete copy official language of each fully executed any sublicense agreement postmarked within shall be English. (e) Within [***] after entering into a sublicense with a Third Party Sublicensee, Licensor must receive a copy of the sublicense written in the English language for Licensor’s records and to share with the ReGenX Licensors. The copy of the sublicense may be redacted to exclude confidential information of Licensee or the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the ReGenX Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the ReGenX Licensors requires a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (f) Licensee’s execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain [***] to Licensor for all of Licensee’s duties and obligations contained in confidencethis Agreement and for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed or 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 UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement as a result of such act or omission.

Sublicensing. 4.1 Upon written approval8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, which to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall include prior review notify ESCALON of any every sublicense agreement by the NIH and which shall not be unreasonably withheldeach amendment thereto, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementwithin thirty (30) days after its execution, if the NIH does not and provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a full copy of the proposed agreement or amendment within such time period. 8.3 Any sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of LICENSEE under this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee Section 8 shall provide for the its termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to forward those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the NIH a complete copy use of ESCALON’s name 8.5 All sublicenses shall provide for each fully executed Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense agreement postmarked within [***] be assigned to ESCALON. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the execution of the agreement. To the extent permitted by law, the NIH agrees sublicense to maintain each sublicense agreement in confidenceESCALON.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Intentionally omitted]. 4.2 Alnylam shall have the right to enter into grant sublicenses to third parties and to its Affiliates with respect to the Technology upon written notice to Inex and the University, provided that: (a) Alnylam will cause the Affiliate or third party so sublicensed (i) to perform the terms of this Agreement as if such Affiliate or third party were Alnylam hereunder; (ii) to represent that such Affiliate or third party is not, as of the effective date of the relevant sublicense agreement, engaged in a dispute with the University; and (iii) to be subject to a written sublicense agreement that contains terms consistent with the terms of this Agreement as described in Section 4.2(c) and that provides that the University is a third party beneficiary of, and has the right to enforce directly against the sublicensee, the terms in such sublicense agreementagreement that are consistent with the terms listed in Section 4.2(c)(ii); and (b) any Affiliate so sublicensed shall confirm in writing that it agrees to be bound by the terms and conditions of this Agreement, including without limitation, the covenants in this Agreement to pay any amounts due to Inex under the terms of this Agreement. The NIH hereby provides written approval for the Collaboration obligations and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH liabilities of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of such Affiliate and Alnylam under this Agreement shall be explicitly binding joint and several and Inex shall not be obliged to sublicensee as if seek recourse against an Affiliate before enforcing its rights against Alnylam. For greater certainty it were is hereby confirmed that any default or breach by an Affiliate of any term of this Agreement will also constitute a party to default by Alnylam under this Agreement. (c) As used in this Section 4.2, the “terms of this Agreement” means (i) the terms set forth in this Agreement; (ii) terms in such sublicense agreement consistent with Sections 1.3, 1.7, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.13 of the Consent Agreement among Alnylam, Inex and the University of even date with this Agreement; and (iii) other customary and reasonable terms, including but not limited to terms relating to breach and termination, that are consistent with Alnylam’s obligations to Inex under this Agreement and the LCA. 4.3 Alnylam will furnish Inex with a copy of each sublicense granted within 30 days after execution. Any sublicenses such copy may contain reasonable redactions as Alnylam may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement. If the University requests of Inex that a less redacted version of any sublicense be provided to the University, Alnylam agrees to discuss in good faith with Inex and the University the University’s concerns. 4.4 Any sublicense (including any sublicense granted to an Affiliate) granted by Alnylam shall contain covenants by the Licensee sublicensee to observe and perform similar terms and conditions to those in this Agreement and those terms set forth in Section 4.2(c), including, without limitation, a restriction on the grant of further sublicenses without notice to Inex and the University. 4.5 Any sublicense granted by Alnylam hereunder shall provide for the survive termination of the sublicenselicenses or other rights granted to Alnylam under this Sublicense Agreement, or and be assumed by Inex as long as (a) the conversion sublicensee is not then in breach of its sublicense agreement, (b) the sublicensee agrees in writing to be bound to Inex as a license directly between the sublicensees sublicensor and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, University under the terms and contingent upon acceptance by the sublicensee of the remaining provisions conditions of this Agreement, and (c) the sublicensee agrees in writing that in no event shall Inex assume any obligations or liabilities, or be under any obligation or requirement of performance, under any such sublicense extending beyond Inex’s obligations and liabilities under this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon 2.6.1 The license granted pursuant to Section 2.1 and, if applicable, Sections 2.2.3 and 2.3.3 is sublicensable by Licensee to any Affiliates or Third Parties [*]; provided that any such sublicense must comply with the provisions of this Section 2.6 (including Section 2.6.2). 2.6.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may only grant sublicenses pursuant to a written approvalsublicense agreement with the Sublicensee Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensee (to the extent permitted hereunder) must comply with the provisions of this Section 2.6 (including Section 2.6.2) to the same extend as if Licensee granted such sublicense directly. (b) In each sublicense agreement, which shall include prior review the Sublicensee must be required to comply with the applicable terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within English. (d) Within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementREGENX Licensors. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding extent that it impairs Licensor’s (or the REGENX Licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by ; provided that, if either of the Licensee shall provide for the termination REGENX Licensors requires a complete, unredacted copy of the sublicense, or the conversion to a license directly between the sublicensees and the NIHLicensee shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH PHS and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to Rights and any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent approved sublicensees may enter into sublicense agreements under the Licensed Patent Rights sublicensed to them; provided, however, that the approval of PHS shall not be required for any sublicense and to an Affiliate of Licensee or to a copy of the proposed sublicense from the third party providing research, manufacturing or development services to Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementAffiliates or PHS’s approved sublicensee(s). The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses required to be approved by PHS as provided in Paragraph 4.1 (including sublicenses granted by it Licensee’s sublicensees) shall provide that the obligations to the NIH PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses granted by subject to the Licensee approval of PHS as provided in Paragraph 4.1 shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 1313.13 (except Paragraph 13.1). This conversion is subject to the NIH PHS approval, which will not be unreasonably withhelddenied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement subject to the approval requirements of Paragraph 4.1 postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH and which approval shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect Rights or to any proposed the Biological Materials in the Exclusive Licensed Territory or in the Non-Exclusive Licensed Territory if in the latter instance said sublicensing agreement is intended to support expeditious development and commercialization of Licensed Product(s) and expeditious distribution in developing countries, and if said sublicense agreement, if is associated with Licensee know-how and added value to the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]licensed technology. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.210.02, 12.512.05, 13.6and 13.07-13.8 13.09 and the obligations to Wyeth of Paragraph 12.05 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to the NIH PHS approval, which will not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalapproval by PHS, which shall include prior review Licensee and any sublicensees of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. With respect For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee or any proposed sublicensee desires to grant a sublicense agreement, if to a third party to develop or commercialize a Licensed Product. In the NIH event that PHS does not provide the Licensee with a written objection thereof to Licensee within [***] ten (10) business days after receiving notice under the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseepreceding sentence, the NIH PHS shall be deemed to have given its approval of such to the sublicense agreement and arrangement described in the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]notice. 4.2 The Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to the NIH PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.612.5 and 13.7-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to provide copies of these Paragraphs to all sublicense agreements. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-2005 (updated 4-2010) Page 5 of 28 [Final] [GlobeImmune, Inc] [August 19, 2011] [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.3 Any With respect to the rights licensed hereunder (as opposed to Licensee’s ownership rights), any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement entered into by Licensee or any sublicensee, postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence. 4.5 Notwithstanding the foregoing, PHS agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and that such a grant will not be a “sublicense” for purposes of this Agreement (including, for example, for purposes of triggering payments of sublicensing royalties pursuant to Appendix C). Licensee shall be responsible for any breach of this Agreement by an Affiliate of Licensee.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH IC does not provide the Licensee with written rejection thereof or request for a written objection thereof reasonable extension of review time within […***…] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from is provided to the LicenseeIC and to the e-mail address indicated on the Signature Page of this Agreement, the NIH approval of such sublicense agreement shall be deemed to have been given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence. NIH Patent License Agreement—Exclusive Model 10-2015 Page 7 of 30 [Final] [Kyverna Therapeutics] [4 May 2021] 4.5 The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and Paragraphs 4.1 and 4.4 of the Agreement and Paragraph V in Appendix C of the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify IC in writing of the Affiliate that sublicenses any Licensed Patent Rights within […***…] of effectiveness of each sublicense.

Sublicensing. 4.1 Upon written approval8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Article 3 above to Sublicensees, which to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall include prior review notify MICHIGAN of any every sublicense agreement by the NIH and which shall not be unreasonably withheldeach amendment thereto, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementwithin thirty (30) days after its execution, if the NIH does not and provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a full copy of the proposed agreement or amendment. 8.3 Any sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of LICENSEE under this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee Article 8 shall provide for the its termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of MICHIGAN’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on MICHIGAN’s liability, as provided by Article 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to forward those accepted by the LICENSEE in the following paragraphs: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify MICHIGAN 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the NIH a complete copy use of MICHIGAN’s name 8.5 All sublicenses shall provide for each fully executed Sublicensee to pay taxes due, if any, in the same manner as set out in Paragraph 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense agreement postmarked within [***] of be assigned to MICHIGAN. 8.6 All sublicenses shall provide the execution of right for LICENSEE to assign its rights under the agreement. To the extent permitted by law, the NIH agrees sublicense to maintain each sublicense agreement in confidenceMICHIGAN.

Sublicensing. 4.1 4.01 Upon written approvalapproval by OHSU, which shall include prior review of any sublicense agreement by the NIH and which shall approval will not be unreasonably withheld, the Licensee LICENSEE may enter into sublicensing agreements under for the Licensed Screening Patent Rights. With respect to any proposed Rights for the sole purpose of collaborating with the sublicensee in the discovery and development of Licensed Products or Screening Products in the Licensed Screening Patent Field of Use, provided that 4.01.1 each sublicense agreement, if has a grant that is consistent with the NIH does not provide terms of Paragraph 3.01.2 herein; 4.01.2 the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to earned royalty rates on Net Sales in each sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed the same or greater than as set forth in Paragraph 6.03 herein; and 4.01.3 LICENSEE shall be responsible for payment of earned royalties to have given its approval OHSU on Net Sales by sublicensees (i) as if such Net Sales were made by LICENSEE directly, and (ii) pursuant to the terms and conditions of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]this Agreement. 4.2 The Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to the NIH OHSU of Paragraphs 5.15.01-5.45.02, 8.17.01, 10.19.01, 10.29.03, 12.512.05, 13.6and 13.05-13.8 13.07 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the NIHOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, OHSU approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee 4.04 LICENSEE agrees to forward to the NIH OHSU a complete copy of each fully executed sublicense agreement postmarked within [***] sixty (60) days of the execution of the such agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH PHS and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent RightsRights prior to FDA approval or foreign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B only when it concurrently licenses proprietary or in-licensed intellectual property rights. With respect to any proposed sublicense agreementFor the avoidance of doubt, if the NIH Licensee does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to solely sublicense the Licensed Patent Rights prior to FDA approval or foreign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B. Licensee may also enter into such sublicense agreement. The NIH hereby provides written sublicensing agreements under the Licensed Patent Rights following FDA approval or foreign equivalent for the Collaboration and Option Agreement with the following stipulations: [***]a Licensed Product within each Licensed Field of Use from Appendix B. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH PHS and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to Rights and any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent approved sublicensees may enter into sublicense agreements under the Licensed Patent Rights sublicensed to them; provided, however, that the approval of PHS shall not be required for any sublicense and to an Affiliate of Licensee or to a copy of the proposed sublicense from the third party providing research, manufacturing or development services to Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementAffiliates or PHS’s approved sublicensee(s). The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses required to be approved by PHS as provided in Paragraph 4.1 (including sublicenses granted by it Licensee’s sublicensees) shall provide that the obligations to the NIH PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses granted by subject to the Licensee approval of PHS as provided in Paragraph 4.1 shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees sublicensee and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 1313 (except Paragraph 13.1). This conversion is subject to the NIH PHS approval, which will not be unreasonably withhelddenied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement agreement, subject to the approval requirements of Paragraph 4.1 postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalLicensee shall have no right to sublicense any of the licenses or rights granted to Licensee under Section 2.1, which Section 2.2 or Section 2.3, except as expressly permitted by, and in accordance with, this Section 2.4. For clarity, granting a sublicense shall include prior review not relieve Licensee of any sublicense obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee. (a) Upon execution and delivery to Licensor of a sublicensing agreement by in the NIH and which shall not be unreasonably withheldform set forth in Attachment E, the Licensee may enter into sublicensing agreements under grant sublicenses, solely within the Licensed Patent Rights. With respect scope of the licenses granted in Section 2.1, Section 2.2 or Section 2.3, as applicable, solely to any proposed sublicense agreementwholly-owned Subsidiary of Licensee that is not then a Sublicensee, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseeupon such grant, the NIH such wholly-owned Subsidiary shall be deemed a “Sublicensee.” Licensee shall deliver such sublicensing agreement to have given its approval Licensor within sixty (60) days of the Effective Date with respect to sublicenses granted pursuant to this Section 2.4(a) as of the Effective Date or within such sixty (60) day period. (b) Upon execution and delivery to Licensor of an agreement with an applicable Third Party that contains the sublicensing language set forth in Attachment F, Licensee may grant non-exclusive, non-transferable, non-sublicensable sublicenses, solely within the scope of the licenses granted in Section 2.1, Section 2.2 or Section 2.3, as applicable, solely to dealers, down-packers and customers of Licensee who are in the business of selling an applicable Licensed Product, and solely for use in connection with the resale of such sublicense agreement applicable Licensed Product, and the upon such grant, such dealer or customer shall be deemed a “Sublicensee.” Licensee shall have deliver such sublicensing agreement to Licensor within sixty (60) days of the right Effective Date with respect to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party pursuant to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination Section 2.4(b) as of the sublicense, Effective Date or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementwithin such sixty (60) day period. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may only grant sublicenses pursuant to a written approvalsublicense agreement with the Sublicensee; ****. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, which shall include prior review the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [English. (d) Within ***] * after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementReGenX Licensors. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding extent that it impairs Licensor’s (or the ReGenX Licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by ; provided that, if either of the Licensee shall provide for the termination ReGenX Licensors requires a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain **** to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or the conversion to omission of an Affiliate or Sublicensee that would be a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination breach of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheldif performed or omitted by Licensee, and contingent upon acceptance by the sublicensee of the remaining provisions Licensee will be deemed to be in breach of this AgreementAgreement as a result of such act or omission. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may only grant sublicenses pursuant to a written approvalsublicense agreement with the Sublicensee; ****. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, which shall include prior review the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [English. (d) Within ***] * after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementREGENXBIO Licensors. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by ; provided that, if either of the Licensee shall provide for the termination REGENXBIO Licensors requires a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain **** to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or the conversion to omission of an Affiliate or Sublicensee that would be a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination breach of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheldif performed or omitted by Licensee, and contingent upon acceptance by the sublicensee of the remaining provisions Licensee will be deemed to be in breach of this AgreementAgreement as a result of such act or omission. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH PHS and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent RightsRights subject to the terms set forth in this Article 4. With respect to any proposed PHS shall review the sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after from the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseereceipt by PHS. Otherwise, the NIH approval of PHS shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]considered reached. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement Agreement, as such provisions relate to sublicensees, shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH PHS approval, which will not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of a copy of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection rejection thereof within […***…] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense thereof from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The A-294-2011 NIH hereby provides written approval for the Collaboration and Option Patent License Agreement with the following stipulations: [***]- Exclusive 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, (i) more than […***…] sublicense then in effect for the Licensed Fields of Use (a) and/or (c) in Appendix B; and/or (ii) more than […***…] sublicense then in effect for the Licensed Fields of Use (b) and/or (d) in Appendix B.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH IC does not provide the Licensee with written rejection thereof or request for a written objection thereof reasonable extension of review time within […***…] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from is provided to the LicenseeIC and to the e-mail address indicated on the Signature Page of this Agreement, the NIH approval of such sublicense agreement shall be deemed to have been given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and Paragraphs 4.1 and 4.4 of the Agreement and Paragraph V in Appendix C of the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify IC in writing of the Affiliate that sublicenses any Licensed Patent Rights within […***…] of effectiveness of each sublicense. NIH Patent License Agreement—Exclusive Model 10-2015 Page 6 of 29 [Final] [Kyverna Therapeutics] [12 May 2021]

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld[***], the Licensee may enter into sublicensing agreements under the Licensed Patent Rights only when it concurrently licenses or has previously licensed other proprietary or in-licensed intellectual property rights. For the avoidance of doubt, the Licensee does not have the right to solely sublicense the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH The Licensee does not provide have the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent right to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Licensed Materials listed in Appendix B but shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for transfer the Collaboration Licensed Materials to its Affiliates, sublicensees and Option Agreement with the following stipulations: [***]third-party contractors pursuant to Section 3.1. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHNIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and [***] contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH NIAID a complete [***] copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH PHS and which shall not be unreasonably withheldwithheld and subject to the provisions regarding sublicenses granted to a Collaborator as set forth in this paragraph, the Licensee may enter into sublicensing agreements under in the Licensed Fields of Use and in the Licensed Territory for the Licensed Patent Rights. With respect Rights only when Licensee is sublicensing additional intellectual property rights that belong to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement in conjunction with the following stipulations: [***]Licensed Patent Rights to the Sublicensee. In the event that Licensee is granting the sublicense to a Collaborator for purposes of engaging in collaborative research efforts involving the Licensed Patent Rights such a sublicense is not required to include additional intellectual property that belongs to Licensee. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to sublicensee upon the Sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees Sublicensees and the NIHPHS, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementNIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 4 of 28 Final Lion Biotechnologies, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the LicenseeInc. February 2, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]2015 03424-0001 266291.2 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, denied or delayed. and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalapproval by PHS, which shall include prior review Licensee and any sublicensees of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. With respect For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee or any proposed sublicensee desires to grant a sublicense agreement, if to a third party to develop or commercialize a Licensed Product. In the NIH event that PHS does not provide the Licensee with a written objection thereof to Licensee within [***] ten (10) business days after receiving notice under the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseepreceding sentence, the NIH PHS shall be deemed to have given its approval of such to the sublicense agreement and arrangement described in the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]notice. 4.2 The Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to the NIH PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.612.5 and 13.7-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to provide copies of these Paragraphs to all sublicense agreements. A-343-2009 PHS Patent License Agreement—Exclusive Model 10-2005 (updated 4-2010) Page 5 of 28 [Final] [GlobeImmune, Inc] [August 19, 2011] [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 4.3 Any With respect to the rights licensed hereunder (as opposed to Licensee’s ownership rights), any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement entered into by Licensee or any sublicensee, postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence. 4.5 Notwithstanding the foregoing, PHS agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and that such a grant will not be a “sublicense” for purposes of this Agreement (including, for example, for purposes of triggering payments of sublicensing royalties pursuant to Appendix C). Licensee shall be responsible for any breach of this Agreement by an Affiliate of Licensee.

Sublicensing. 4.1 Upon written approvalIf the license grant under Section 2.1 is exclusive, which shall include prior review of any sublicense agreement by Licensee has the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements right to grant Sublicense Agreements under the Licensed Patent RightsRights consistent with the terms of the Agreement, subject to the following: Each Sublicensee, including an Affiliate extended rights hereunder pursuant to Section 2.2, must agree in writing to be bound, for the benefit of Licensor, by the terms and conditions of the following Sections of these Terms and Conditions: 2.1(b), 2.3, 2.4, 3.4 (to the extent applicable to the Sublicensee or sub-sublicensee), 4, 5, 6, 7.5, 8, 9, 10, 12, 13, 14, 16, 17, and 18 (for notice to Licensor). With respect To the extent that Licensee permits a Sublicensee to grant further sub-tier sub-sublicense agreements, then each such sub-sublicensee shall be considered a “Sublicensee” under the Agreement and must also agree in writing to be bound, for the benefit of Licensor, by the above-referenced Sections. Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and conditions required by Section 2.3(a), and is entitled to enforce the same. Survival or not of Sublicensee rights in the event of termination of the Agreement shall be governed by Section 7.5(b) below. Licensee shall (and to the extent a Sublicensee is authorized by Licensor to grant further sublicenses, such Sublicensee shall) deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, and any proposed sublicense agreementmodification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement, including an English translation if the NIH does Sublicense Agreement is not provide written in English. All such copies shall be considered Confidential Information of Licensee under the Licensee with Agreement. Licensor’s receipt of such Sublicense Agreement will not constitute a written objection thereof within [***] after the date the NIH receives Notice waiver of any of Licensor’s rights or Licensee’s intent obligations under the Agreement. Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to sublicense and a copy Licensor for all of the proposed sublicense from Licensee’s duties and obligations contained in the LicenseeAgreement, and any act or omission of a Sublicensee that would be a breach of the NIH shall Agreement if performed by Licensee will be deemed to have given its approval of such sublicense agreement and the be a breach by Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of unless Licensee complies with the remaining provisions of this Agreement. 4.4 The paragraph. Each Sublicense Agreement will contain a right of termination by Licensee agrees to forward to in the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] event that the Sublicensee breaches the payment obligations affecting Licensor or any other terms and conditions of the execution Sublicense Agreement that would constitute a breach of the agreementterms and conditions of the Agreement if such acts were performed by Licensee (a “Sublicensee Breach”). To In the extent permitted by lawevent of a Sublicensee Breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 90 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee Breach, then the NIH Licensee will terminate the Sublicense Agreement within 30 days thereafter unless Licensor agrees to maintain each sublicense agreement in confidencewriting that such Sublicense Agreement need not be terminated.

Sublicensing. 4.1 4.01 Upon written approvalapproval by OHSU, which shall include prior review of any sublicense agreement by the NIH and which shall approval will not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH OHSU of Paragraphs 5.15.01, 5.02, 8.01, 10.01, 10.02, 12.01-5.412.05, 8.1, 10.1, 10.2, 12.5, 13.6and 13.01-13.8 13.10 of this Agreement shall be explicitly binding to upon any sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Licensee shall have the right to enter into sub-licensing arrangements for the rights, privileges and licenses granted hereunder. Any sublicensee shall have the right to grant further sublicenses as necessary to meet its obligations under any sublicense agreement with Licensee, provided that there be no dilution of the royalties due to OHSU under Paragraph 6.02, 6.03, and 6.04. Any further sublicensee will have no right to grant further sublicenses. 4.04 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the NIHOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13, provided that, at the time of the election of such conversion, such sublicensee is not in material breach of its sublicense agreement with Licensee. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.05 Licensee agrees to forward to the NIH OHSU a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of such agreement, provided that Licensee may, in its sole discretion, redact from such copy technical information that does not relate to Licensed Patent Rights, and economic or competitive terms that do not relate to consideration paid for, or other financial obligations relating to, the agreement. To grant of the sublicense under the Licensed Patent Rights. 4.06 In the event of a default under Article 13 hereunder, all portions relating to this Agreement of any payments then or thereafter due to Licensee from each of its sublicensees shall, to the extent permitted not yet paid to Licensee as of the effective date of any termination by lawOHSU due to such uncured default, upon notice from OHSU to any such sublicensee, become owed directly to OHSU for the NIH agrees account of Licensee; provided that OHSU shall remit to maintain each sublicense agreement Licensee the amount by which such payments in confidencethe aggregate exceed the total owed by Licensee to OHSU. 4.07 Even if Licensee enters into sublicenses, Licensee remains primarily liable to OHSU for all of Licensee’s duties and obligations contained in this Agreement.

Sublicensing. 4.1 Upon The license granted pursuant to Section 3.1 is sublicensable by Juno to any Affiliates or Third Parties; provided that any such sublicense must comply with the following conditions: 3.2.1 Any sublicense must comply with the requirements of the Opus In-Licenses. 3.2.2 Juno may grant sublicenses through multiple tiers but only pursuant to a written approvalsublicense agreement with the sublicensee. Opus must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 3.2 to the same extent as if Juno granted such sublicense directly. 3.2.3 In each sublicense agreement, which shall include prior review the sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Juno has agreed and must acknowledge that Opus is an express third party beneficiary of such terms and conditions under such sublicense agreement. [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 3.2.4 The official language of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within English. 3.2.5 Within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Opus must receive a copy of the proposed sublicense from written in the Licensee, English language for Opus’ records and to share with the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementNIH. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable sublicensee, but such copy shall provide that the obligations not be redacted to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding extent that it impairs Opus’ (or the NIH’s) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination ; provided that, if NIH requires a complete, unredacted copy of the sublicense, or the conversion to a license directly between the sublicensees and the NIHJuno shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH Licensee and which shall not be unreasonably withheld, the Licensee Sublicensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementNotwithstanding anything else stated herein, if the NIH PHS acknowledges that this Agreement does not provide terminate, alter or supersede the Sublicensee Agreement that existed and continues to exist between Licensee with a written objection thereof within [***] after and Sublicensee, and listed in Appendices G and H respectively, pursuant to Section 1.02 of this Agreement. PHS hereby approves the date Sublicensee Agreement in the NIH receives Notice event of Licensee’s intent to sublicense and a copy termination of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option this Agreement with the following stipulations: [***]under Article 13. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.15.0l-5.04, 8.01, 9.02, 10.01, 10.02, 12.05, and 13.07-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 13.09 of this Agreement shall be explicitly binding to sublicensee upon the sublicensee(s) as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, sublicense or the conversion to a license directly between the sublicensees such sublicensee(s) and the NIHPHS, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13, and shall be under substantially similar terms of this Agreement, wherein all considerations are in cash. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense Sublicense agreement by the NIH NIAID and which shall not be unreasonably withheld, the Licensee may enter into sublicensing Sublicense agreements under the Licensed Patent RightsRights only when it concurrently licenses proprietary or in-licensed intellectual property rights. With respect to any proposed sublicense agreementFor the avoidance of doubt, if the NIH Licensee does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for solely Sublicense the Collaboration and Option Agreement with the following stipulations: [***]Licensed Patent Rights. 4.2 The Licensee agrees that any sublicenses Sublicense granted by it shall provide that the obligations to the NIH NIAID of Paragraphs 5.1-5.4, 5.2, 8.1-8.4, 10.1, 10.210.3, 12.5, 13.6and 13.8-13.8 13.9 of this Amended and Restated Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Amended and Restated Agreement.. The Licensee further agrees to attach copies of these Paragraphs to all Sublicense agreements. In the event of a conflict between the terms of this Amended and Restated Agreement and any Sublicense to the Licensed Patent Rights, the terms of this Amended and Restated Agreement shall control. CONFIDENTIAL [***] Based on Patent License Non-Exclusive Sublicensable Agreement Model EXECUTION VERSION 4.3 Any sublicenses Sublicense granted by the Licensee shall provide for the termination of the sublicensesuch Sublicense, or the conversion to a license directly between the sublicensees grantee of such Sublicense and the NIHNIAID, at the option of the sublicensee, upon termination of this Amended and Restated Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Amended and Restated Agreement. 4.4 The Licensee agrees to forward to the NIH NIAID a complete complete, copy of each fully executed sublicense Sublicense agreement postmarked within [***] days of the execution of the such Sublicense agreement. To the extent permitted by law, the NIH NIAID agrees to maintain each sublicense Sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and IC, which shall not be unreasonably withheld, conditioned or delayed , the Licensee may enter into sublicensing agreements will be entitled to grant sublicenses to Third Parties under the IC’s ownership interest in the Jointly Owned Licensed Patent Rights. With respect to any proposed Any such sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement on terms and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement conditions consistent with the following stipulations: [***]terms of this Agreement. 4.2 The Licensee agrees that any sublicenses sublicense(s) granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.110.1 (to the extent applicable to the scope of the said particular sublicense), 10.2, 12.5, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to sublicensee upon the Sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all of its sublicense agreements. 4.3 Any sublicenses sublicense granted under the IC’s ownership interest in the Jointly Owned Licensed Patent Rights by the Licensee shall provide for the termination of the sublicense, sublicense or the conversion to a license directly between the sublicensees Sublicensee and the NIHIC, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will IC approval (not to be unreasonably withheld, conditioned or delayed) and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement entered into by Licensee and its Sublicensee, postmarked within [***] thirty (30) days of the execution of such agreement; provided that Licensee may redact any commercially sensitive information that does not materially affect the agreementIC’s ability to confirm (a) the identity of the Sublicensee, and (b) any royalties which are or may be owed to the IC under this Agreement, and (c) the Licensee’s compliance with the requirements of Paragraphs 4.2 and 4.3 of this Agreement. To the extent permitted by law, the NIH IC agrees to maintain each such sublicense agreement in confidence.. A-559-2022 CONFIDENTIALNIH Patent License Agreement--ExclusiveModel 10-2015 REV11-2020 Page 8 of 31

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements granting and authorizing sublicenses under the Licensed Patent Rights. With respect to any proposed sublicense agreement, ; provided that if the NIH IC does not provide the Licensee with a written objection thereof response within [***] after business days of its receiving such sublicense agreement, then the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH IC shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right consented to enter into such sublicense agreement. The NIH hereby provides written approval Licensee may also exercise its rights and fulfill its obligations hereunder through one or more Affiliates, provided that Licensee shall be and remain responsible for the Collaboration and Option Agreement with the following stipulations: [***]acts or omissions of its Affiliates hereunder. 4.2 The Licensee agrees that any sublicenses granted by it under the Licensed Patent Rights to Sublicensees shall provide that obligations corresponding to the obligations to the NIH of Paragraphs 5.1-5.45.1‑5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding upon the Sublicensee. The Licensee further agrees to sublicensee as if it were a party attach copies of the obligations corresponding to this Agreementthese Paragraphs to (or otherwise include them in) all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees Sublicensees and the NIH, at the option of the sublicensee, IC upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed agreement granting a sublicense agreement under the Licensed Patent Rights postmarked within [***] days of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.. For the avoidance of doubt, the requirements in the first sentence of this Paragraph 4.4 shall not apply to agreements with Third Party Contractors under Paragraph 3.2

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH PHS and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent RightsRights subject to the terms set forth in this Article 4. With respect to any proposed PHS shall review the sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after from the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseereceipt by PHS. Otherwise, the NIH approval of PHS shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]considered reached. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement Agreement, as such provisions relate to sublicensees, shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH PHS approval, which will not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH PHS agrees to maintain each sublicense agreement in confidence.. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406

Sublicensing. 4.1 Upon The license contained in Section 2.1(a) includes the right to grant sublicenses in the PV Field only to Third Parties other than TISICS Competitors (each Third Party sublicensee, a “ESLR1 Sublicensee”), provided that ESLR1 shall remain responsible for the performance of the ESLR1 Sublicensees hereunder and any such sublicense granted by ESLR1 shall be pursuant to a written approvalagreement that is at least as protective of TISICS, which shall include with respect to the license contained in Section 2.1(a), as this Agreement and provided that TISICS has consented to the granting of such sublicense, such consent not to be unreasonably withheld or delayed, provided further that ESLR1 may grant Evergreen and Evergreen’s Affiliates a sublicense without TISICS’ consent or any requirement of a written agreement (but subject to prior review written notice of any sublicense agreement by the NIH and which such sub-license being given to TISICS). ESLR1 Sublicensees shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into grant any further sublicenses under any such sublicense agreementgranted by ESLR1. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination terms of the sublicenseagreement with ESLR1 Sublicensees will expressly prohibit in writing all of its ESLR1 Sublicensees from exercising the license grant contained in Section 2.1(a) (but not any other sublicenses such ESLR1 Sublicensee may be granted, for example, under the Composite Field License Agreement or Other Fields License Agreement) outside the conversion PV Field. Subject to a license directly between Section 2.5, any purchaser of SiC Fiber in the sublicensees and the NIHPV Field shall, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions operation of this Agreement. 4.4 The Licensee agrees , receive the right to forward to sell, offer for sale, resell, offer for resale, import and otherwise use such SiC Fiber in the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] PV Field by operation of the execution patent exhaustion/first sale doctrine, but otherwise shall receive no licenses, sublicenses or other rights under the TISICS IP by virtue of its purchase of SiC Fiber in the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidencePV Field from ESLR1 or a ESLR1 Sublicensee.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee 4.01 OXIQUANT agrees that any sublicenses granted by it shall provide that the obligations to the NIH OHSU of Paragraphs 5.15.01, 5.02, 9.01, 11.01, 11.02, 13.01-5.413.03, 8.114.01-14.09, 10.1, 10.2, 12.5, 13.615.01 and 17.08-13.8 17.11 of this Agreement shall be explicitly binding to upon any sublicensee as if it were a party to this Agreement. OXIQUANT further agrees to attach copies of these Paragraphs to all sublicense agreements. OXIQUANT further agrees that each sublicense shall contain a provision requiring sublicensee to provide reports to OXIQUANT sufficient to permit OXIQUANT to meet its obligations under Article 10 hereof. 4.3 4.02 OXIQUANT agrees to prohibit any sublicensee from further sublicensing, without the consent of OXIQUANT. 4.03 Any sublicenses granted by the Licensee OXIQUANT shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the NIHOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 1314. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions terms of this Agreement; provided, that each such conversion shall be upon substantially the same royalty rates as were in effect between OXIQUANT and the applicable sublicensee prior to conversion. 4.4 The Licensee 4.04 OXIQUANT agrees to forward to the NIH OHSU a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of such agreement. 4.05 In the agreementevent of a default by OXIQUANT under Article 14 hereunder that is not cured pursuant to the terms of this Agreement, all payments then or thereafter due to OXIQUANT from each of its sublicensees shall, upon notice from OHSU to any such sublicensee, become owed directly to OHSU for the account of OXIQUANT; provided that OHSU shall remit to OXIQUANT the amount by which such payments in the aggregate exceed the total amount owed by OXIQUANT to OHSU. To Upon cure of the extent permitted applicable default by lawOXIQUANT in accordance with the terms and conditions of this Agreement, such direct payment from sublicensee to OHSU shall cease, and OXIQUANT shall receive payment from the NIH agrees sublicensee pursuant to maintain each the terms of the sublicense agreement between OXIQUANT and such sublicensee. 4.06 If OXIQUANT enters into sublicenses, OXIQUANT remains primarily liable to OHSU for all of OXIQUANT’s duties and obligations contained in confidencethis Agreement.

Sublicensing. 4.1 Upon written approval4.01 LICENSEE may sublicense the rights granted in Section 3.01, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH provided that such sublicenses shall be deemed at least as favorable to have given its approval of such sublicense agreement and CHOP as the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]present AGREEMENT. 4.2 The Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 CHOP of this Agreement AGREEMENT shall be explicitly binding to sublicensee upon the SUBLICENSEE as if it were a party to this AgreementAGREEMENT. LICENSEE further agrees to attach copies of this AGREEMENT to all sublicense AGREEMENTS. LICENSEE shall be responsible for the operations of any SUBLICENSEE relevant to this AGREEMENT as if such operations were carried out by LICENSEE itself, including, without limitation, the payment of royalties or other payments hereunder. 4.3 4.03 Any sublicenses granted by the Licensee LICENSEE under Section 4.01 shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees such SUBLICENSEES and the NIHCHOP, at the option of the sublicensee, CHOP upon termination of this Agreement AGREEMENT under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement14. 4.4 The Licensee 4.04 LICENSEE agrees to forward to the NIH CHOP a complete copy of each fully executed sublicense agreement under Section 4.01 postmarked within [***] thirty (30) days of the execution of the agreementsuch agreement provided that LICENSEE may redact from such copy any information that is not relevant to this AGREEMENT. To the extent permitted by law, the NIH CHOP agrees to maintain each sublicense agreement in confidence[*] = 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.

Sublicensing. 4.1 Upon written approval8.3.1 Prior to granting a Sublicense of the license granted in Section 8.1, which shall include prior review Ultragenyx will inform Solid of its intent to grant a Sublicense, the Parties will discuss the same through the JSC and Ultragenyx will reasonably consider Solid’s input with respect to the grant of any sublicense such Sublicense. 8.3.2 Each such Sublicense will be consistent with, the terms of this Agreement and any applicable In-License Agreement and will require such Sublicensee to comply with all applicable terms of this Agreement and any applicable In-License Agreement. Ultragenyx will remain responsible for the performance of its Sublicensees. Within [**] after entering into a Sublicense with a Sublicensee, Ultragenyx will provide Solid with a copy of such Sublicense (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 8.3). For the avoidance of doubt, Ultragenyx will have no obligation to provide Solid with any copy of any Subcontractor agreement; provided, however, that each Subcontractor agreement will contain a requirement that the Subcontractor comply with commercially reasonable obligations of confidentiality and non-use provisions with respect to Solid’s Confidential Information. Each Sublicense will contain the following provisions: [**]. 8.3.3 Notwithstanding the foregoing, unless and until the receipt by Solid of a written agreement from an Institution to permit further sublicensing (as applicable) with respect to the Licensed Patents that are the subject of the relevant Existing In-License Agreement, Ultragenyx shall not have the right to grant any Sublicense (other than to Affiliates of such Party and other than as may be agreed in writing by the NIH applicable Institution(s), in each case subject to all restrictions on the granting of Sublicenses herein) under such Licensed Patents. In the event and which to the extent that an agreement from an Institution permitting further sublicensing to a Third Party is not obtained, then, upon Ultragenyx’s request, Solid shall not be unreasonably withheldpromptly grant, without further consideration, a direct license to the Licensee may enter applicable Third Party as Ultragenyx directs, as and to the extent permitted under Solid’s obligations to the applicable Institution, and provided that such direct license is within the scope of Ultragenyx’s licenses granted under Section 8.1, and provided, further, [**]. Solid will keep Ultragenyx informed regarding the negotiation of a license agreement under this Section 8.3.3 and will consider in good faith Ultragenyx’s reasonable and timely requests and suggestions regarding such agreement. Solid will provide to Ultragenyx an unredacted copy of each license agreement entered into sublicensing agreements under the Licensed Patent Rights. With respect pursuant to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof this Section 8.3.3 within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidencethereof.

Sublicensing. 4.1 Subject to the terms and conditions of this Agreement, including Paragraphs 4.2-4.5, the IC hereby grants Licensee the right to grant sublicenses. 4.2 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements that grant rights under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if provided that the NIH does not provide the Licensee Licensed Patent Rights are sublicensed together with a written objection thereof within [***] after the date the NIH receives Notice of other patent rights, or proprietary technology that is owned or controlled by Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 4.3 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.9-13.8 13.11 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.4 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.5 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.. CONFIDENTIALNIH Patent License Agreement--ExclusiveModel 10-2015 Page 6 of 33 [Final] [Connectyx] [January 2021]

Sublicensing. 4.1 Upon Licensee may sublicense the rights granted to it under Section 2.1 (i.e., absent Licensor’s express prior written approvalconsent, which shall include prior review no sublicensee will have any further right to grant sublicenses) to third party sublicensees, so long as: (a) the sublicense is royalty-bearing and in writing; (b) the terms of any the sublicense agreement are consistent with the terms and conditions of this Agreement, including, without limitation, Section 7.7; (c) the sublicense was negotiated by Licensee in good faith, for a proper commercial purpose and on reasonable arm’s-length commercial terms; (d) the NIH sublicense agreement names the Licensors as third-party beneficiaries thereof; (e) the sublicensee has, or has the ability to acquire, adequate resources (including scientific, technical and which shall not be unreasonably withheldfinancial) to perform its obligations under such sublicense, as reasonably determined by Licensee at the Licensee may enter time of entry into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementsublicense; and (f) a complete, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a confidential copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations amendments thereto are provided to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked Licensors within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each said sublicense agreement in confidenceor any such amendments thereto. In each case, Licensee will be responsible for the performance of its sublicensees relevant to this Agreement, including, without limitation, making any payments provided for hereunder. Subject to Section 8.6, Licensee will provide the Licensors with a complete, confidential copy of each such sublicense agreement executed by Licensee and any amendments thereto, and will promptly notify the Licensors of the termination of any such sublicense.

Sublicensing. 4.1 Upon written Culturecom may sublicense the license rights granted to Culturecom under Sections 2.1, 3.1, 4.1, 4.2, 4.6, 4.7, 5.1 and 5.2 only to Culturecom Affiliates, TransChina and TransChina Affiliates; provided; that, in each instance, Culturecom has requested and obtained Transmeta’s approval, which shall include prior review of any sublicense agreement by the NIH and which shall such approval not be unreasonably withheldwithheld or delayed (each, individually, an “Authorized Sublicensee” and, collectively, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement“Authorized Sublicensees”); provided, if the NIH does not provide the Licensee with further, that Culturecom executes a written objection thereof within [***] after sublicense agreement with the date Authorized Sublicensee (the NIH receives Notice “Sublicense Agreement”) that protects Transmeta and Transmeta’s intellectual property rights to at least the same degree as the terms and conditions of Licensee’s intent to sublicense and a copy of this Agreement. Without limiting the proposed sublicense from the Licenseeforegoing, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have Sublicense Agreement must: (i) name Transmeta as an express third-party beneficiary thereunder with the right to enter into such sublicense agreement. The NIH hereby provides written approval for enforce the Collaboration terms of the Sublicense Agreement directly against the Authorized Sublicensee; and Option Agreement (ii) contain provisions that protect Transmeta’s Confidential Information in a manner that is consistent, in scope and extent, with the following stipulations: [***] 4.2 The Licensee agrees that provisions of Section 9 hereof. Culturecom will be jointly and severally liable with the Authorized Sublicensee for any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted breach by the Licensee shall provide for the termination Authorized Sublicensee of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option terms of the sublicensee, upon termination of this Agreement under Article 13Sublicense Agreement. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee As of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] Closing Date, Transmeta approves of the execution following as Authorized Sublicensees: Culturecom Holdings, Ltd., a Bermuda company; TransChina, a Delaware corporation; and TransChina China Ltd., a People’s Republic of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceChina corporation.

Sublicensing. 4.1 Upon written approval, which shall include prior review 5.1. The license granted in this Agreement includes the right of any sublicense agreement by Licensee to grant sublicenses to third parties during the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent RightsTerm. With respect to any proposed sublicense granted pursuant to Article 5, Licensee will: (a) not receive, or agree to receive, anything of value in lieu of cash as considerations from a third party under a sublicense granted pursuant to Article 5 without the express written consent of Foundation; (b) to the extent applicable, include all of the rights of and obligations due to Foundation and contained in this Agreement; (c) procure Foundation’s prior written consent prior to finalizing a sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which consent will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement.; 4.4 The Licensee agrees to forward to the NIH (d) promptly provide Foundation with a complete copy of each fully executed sublicense agreement postmarked within [***] issued; and (e) use commercially reasonable efforts to collect all payments due, directly or indirectly, to Foundation from Sublicensees and summarize and deliver all reports due, directly or indirectly, to Foundation from Sublicensees. 5.2. Upon termination of the execution of the agreementthis Agreement for any reason, Foundation, at its sole discretion, will determine whether Licensee will cancel or assign to Foundation any and all sublicense agreements. To the extent permitted by law, the NIH agrees to maintain Licensee will include a provision in each sublicense agreement in confidence.which allows Foundation to assume the sublicense agreement if (a) the License Agreement is terminated, and (b) Foundation chooses to assume the sublicense agreement. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Sublicensing. 4.1 Upon written approvalIf the license grant under Section 2.1 is exclusive, which shall include prior review of any sublicense agreement by Licensee has the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements right to grant Sublicense Agreements under the Licensed Patent RightsRights consistent with the terms of the Agreement, subject to the following: (a) Each Sublicensee, including an Affiliate extended rights hereunder pursuant to Section 2.2, must agree in writing to be bound, for the benefit of Licensor, by the terms and conditions of the following Sections of these Terms and Conditions: 2.1(b), 2.3, 2.4, 3.4 (to the extent applicable to the Sublicensee or sub-sublicensee), 4, 5, 6, 7.5, 8, 9, 10, 12, 13, 14, 16, 17, and 18 (for notice to Licensor). With respect To the extent that Licensee permits a Sublicensee to grant further sub-tier sub-sublicense agreements, then each such sub-sublicensee shall be considered a “Sublicensee” under the Agreement and must also agree in writing to be bound, for the benefit of Licensor, by the above-referenced Sections. (b) Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and conditions required by Section 2.3(a), and is entitled to enforce the same. Survival or not of Sublicensee rights in the event of termination of the Agreement shall be governed by Section 7.5(b) below. (c) Licensee shall (and to the extent a Sublicensee is authorized by Licensor to grant further sublicenses, such Sublicensee shall) deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, and any proposed sublicense agreementmodification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement, including an English translation if the NIH does Sublicense Agreement is not provide written in English. All such copies shall be considered Confidential Information of Licensee under the Licensee with Agreement. Licensor’s receipt of such Sublicense Agreement will not constitute a written objection thereof within [***] after the date the NIH receives Notice waiver of any of Licensor’s rights or Licensee’s intent obligations under the Agreement. (d) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to sublicense and a copy Licensor for all of the proposed sublicense from Licensee’s duties and obligations contained in the LicenseeAgreement, and any act or omission of a Sublicensee that would be a breach of the NIH shall Agreement if performed by Licensee will be deemed to have given its approval of such sublicense agreement and the be a breach by Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of unless Licensee complies with the remaining provisions of this Agreement. 4.4 The paragraph. Each Sublicense Agreement will contain a right of termination by Licensee agrees to forward to in the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] event that the Sublicensee breaches the payment obligations affecting Licensor or any other terms and conditions of the execution Sublicense Agreement that would constitute a breach of the agreementterms and conditions of the Agreement if such acts were performed by Licensee (a “Sublicensee Breach”). To In the extent permitted by lawevent of a Sublicensee Breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 90 days for a non-payment breach), such Sublicensee fails to cure such Sublicensee Breach, then the NIH Licensee will terminate the Sublicense Agreement within 30 days thereafter unless Licensor agrees to maintain each sublicense agreement in confidencewriting that such Sublicense Agreement need not be terminated.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH [***] and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH IC does not provide the Licensee with a written objection rejection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee], the NIH IC shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.45.1‑5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement.. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. A-035-2017 NIH Patent License Agreement--Exclusive Model 10-2015 [Final] [Selecta Biosciences] [3 April 2017] 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement]. To the extent permitted by law, the NIH IC agrees to maintain [***]. 4.5 The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and Paragraphs 4.1 and 4.4 of the Agreement and Paragraph V in Appendix C of the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify IC in writing of the Affiliate that sublicenses any Licensed Patent Rights within [***] of effectiveness of each sublicense agreement in confidencesublicense.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH NIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect These sublicenses will not have a further right of sublicense and must be granted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement sublicensee with the following stipulations: [***]demonstrated commitment, ability, and readiness to use the sublicense but in no instance shall a sublicense be issued for use in a country under Government sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHNIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH NIAID a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalapproval by NIH, which shall include prior review Licensee and any sublicensees of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. With respect For purposes of clarification, NIH agrees that modification of the terms of this Agreement will not be a condition for approval by NIH for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to NIH in the event Licensee or any proposed sublicensee desires to grant a sublicense agreement, if to a third party to develop or commercialize a Licensed Product. In the event that NIH does not provide the Licensee with a written objection thereof to Licensee within [***] ten (10) business days after receiving notice under the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseepreceding sentence, the NIH shall be deemed to have given its approval of such to the sublicense agreement and arrangement described in the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]notice. 4.2 The Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to the NIH PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.612.5 and 13.7-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to provide copies of these Paragraphs to all sublicense agreements. 4.3 Any With respect to the rights licensed hereunder, any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement entered into by Licensee or any sublicensee, postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence. A-360-2014 NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 3 of 21 [GlobeImmune, Inc.] [*] = 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. 4.5 Notwithstanding the foregoing, NIH agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and that such a grant will not be a “sublicense” for purposes of this Agreement [*]. Licensee shall be responsible for any breach of this Agreement by an Affiliate of Licensee.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not IC shall provide the Licensee with a written objection thereof its response within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy thirty (30) days as of the proposed sublicense written request made by the Licensee. A lack of response from the Licensee, IC within thirty (30) days of receipt of said written request by the NIH IC shall be deemed to have given its an approval of such sublicense agreement and by the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]IC. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence. A-034-2016 NIH Patent License Agreement—Exclusive PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements granting and authorizing sublicenses under the Licensed Patent Rights. With respect to any proposed sublicense agreement, ; provided that if the NIH IC does not provide the Licensee with a written objection thereof response within [***] after of its receiving such sublicense agreement, then the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH IC shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right consented to enter into such sublicense agreement. The NIH hereby provides written approval Licensee may also exercise its rights and fulfill its obligations hereunder through one or more Affiliates, provided that Licensee shall be and remain responsible for the Collaboration and Option Agreement with the following stipulations: [***]acts or omissions of its Affiliates hereunder. 4.2 The Licensee agrees that any sublicenses granted by it under the Licensed Patent Rights to Sublicensees shall provide that obligations corresponding to the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding upon the Sublicensee. The Licensee further agrees to sublicensee as if it were a party attach copies of the obligations corresponding to this Agreementthese Paragraphs to (or otherwise include them in) all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees Sublicensees and the NIHIC, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH IC approval, which will shall not be unreasonably withheldwithheld or delayed, and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed agreement granting a sublicense agreement under the Licensed Patent Rights, postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH NIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect These sublicenses will not have a further right of sublicense and must be granted in accordance with the WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement sublicensee with the following stipulations: [***]demonstrated commitment, ability, and readiness to use the sublicense but in no instance shall a sublicense be issued for use in a country under Government sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHNIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH ▇▇▇▇▇ a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH and which shall approval will not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if In the NIH event that PHS does not provide the Licensee with a written objection thereof to Licensee within [***] after thirty (30) days of receiving written notice under the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseepreceding sentence, the NIH PHS shall be deemed to have given its approval of such to the sublicense agreement and arrangement described in the notice. 4.02 Licensee shall have the right to enter into notify PHS regarding such sublicense agreement. The NIH hereby provides written approval for the Collaboration sublicenses and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.112.05, 10.2, 12.5, 13.6and 13.07-13.8 13.09 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. For the purposes of clarity, it is understood that the efforts of a sublicensee shall be considered the efforts of Licensee, including adherence to the Benchmarks contained in this Agreement, and substantial adherence to the Commercial Development Plan contained in this Agreement, including any modifications thereto under this Agreement. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the NIH, at the option of the sublicensee, PHS upon termination of this Agreement under Article 13. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH and which shall approval will not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed Each sublicense agreement, if entered into by Licensee which includes rights within a nonexclusive field of use (as set forth in Appendix B of this Agreement) under this Agreement shall also include; (i) the NIH does not provide the Licensee with joint and concurrent licensing of a written objection thereof within [***] after the date the NIH receives Notice portion of Licensee’s intent to sublicense and a copy 's intellectual property rights as described under Article 1.06 above, and/or (ii) rights within an exclusive field of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval use (as set forth in Appendix B of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]this Agreement) under this Agreement. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.210.02, 12.5, 13.612.05 and 13.07-13.8 13.09 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses sublieenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, the conversion of the sublicense to a license directly between such sublicensee(s) and PHS, to the extent it relates to the Licensed Patent Rights upon termination of this Agreement under Article 13. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, to. PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the NIH PHS a complete copy of each fully fatly executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH governmental regulation, and PHS policy, PHS agrees to maintain each such sublicense agreement and all information relating thereto in confidence. Licensee will take reasonable efforts to ▇▇▇▇ such information as confidential.

Sublicensing. 4.1 Upon 2.5.1 The license granted pursuant to Section 2.1 and, if applicable, Section 2.2.2, is sublicensable by Licensee to any Affiliates or Third Parties (through multiple tiers); provided that any such sublicense must comply with the provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may only grant sublicenses pursuant to a written approvalsublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.5 (including Section 2.5.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, which shall include prior review the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement by the NIH and which shall not be unreasonably withheldEnglish. (d) Within * * * after entering into a sublicense, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementREGENXBIO Licensors. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by ; provided that, if either of the Licensee shall provide for the termination REGENXBIO Licensors requires a complete, unredacted copy of the sublicense, or the conversion to a license directly between the sublicensees and the NIHLicensee shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld[***], the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if ; provided that (a) the NIH does not provide the Licensee with a written objection thereof IC shall review and [***] within [***] after following the date the NIH receives Notice receipt of Licensee’s intent to sublicense and a copy notice therefor, (b) the IC shall [***] of the proposed sublicense from agreement, and (c) if the LicenseeIC does [***] sublicensing agreement within the [***] period, the NIH IC shall be deemed to have given its approval of such sublicense [***] sublicensing agreement and the Licensee shall have the right to enter into such sublicense sublicensing agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement, to the extent applicable to the scope of the sublicense. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will IC approval (not to be unreasonably withheld, conditioned, or delayed) and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement., to the extent applicable to the scope of the sublicense. [***] NIH Patent License Agreement – Exclusive Model 10-2015 Page 7 of 29 [SentiBio] [7-20-2020] 4.4 The Licensee agrees to forward to the NIH IC a complete copy (which may be redacted by Licensee to remove Licensee’s or any sublicensee’s confidential information and/or know-how, but not for any redaction of financial or commercial terms of any sublicense agreement necessary for review to ensure Licensee’s or any sublicensee’s compliance with its obligations under this Agreement) of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement; provided that Licensee may redact any commercially sensitive information which is not necessary for the IC to confirm (a) such sublicense agreement’s compliance with the terms of this Agreement or (b) the sublicensing royalties due under this Agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheldwithheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementNIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 4 of 28 Final Lion Biotechnologies, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the LicenseeInc. February 2, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]2015 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, denied or delayed. and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Takeda shall have the right to enter into such sublicense agreementgrant sublicenses through multiple tiers with respect to the rights licensed to Takeda under Section 6.1 to any Affiliate of Takeda solely in accordance with Sections 6.2.1 through 6.2.5. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: Takeda […***]…] with respect to the rights licensed to Takeda under Section 6.1 to any Third Party […***…] of Orexigen, which shall not to be unreasonably withheld, conditioned, or delayed. In the event Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 4.2 The Licensee agrees that 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or Orexigen’s rights under this Agreement; 6.2.2 in such Sublicense, the Sublicensee shall agree in writing to be bound to Takeda by terms and conditions substantially similar to, or less favorable to the Sublicensee than, the corresponding terms and conditions of this Agreement; 6.2.3 promptly after execution of the Sublicense, and specifically excluding any sublicenses granted by it to an Affiliate of Takeda, Takeda shall provide that a complete and correct copy of such Sublicense to Orexigen; 6.2.4 Takeda shall remain responsible for the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 performance of this Agreement and the performance of its Sublicensees hereunder, and shall be explicitly binding cause such Sublicensee to sublicensee as if it were a party enable Takeda to comply with all applicable terms and conditions of this Agreement.; and 4.3 Any sublicenses granted by 6.2.5 each Sublicense shall terminate immediately upon the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is (in whole or only with respect to the rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense or sublicensee, as the NIH approvalcase may, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementwith respect to Takeda’s Affiliates. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties [*]; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may only grant sublicenses pursuant to a written approvalsublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, which shall include prior review the Sublicensee must be required to comply with all applicable terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within English. (d) Within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementREGENXBIO Licensors. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by ; provided that, if either of the Licensee shall provide for the termination REGENXBIO Licensors requires a complete, unredacted copy of the sublicense, or the conversion to a license directly between the sublicensees and the NIHLicensee shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalThe Licensee shall notify the IC in writing of its intent to sublicense, after which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent RightsRights only when it concurrently licenses proprietary or in-licensed intellectual property rights controlled by Licensee in connection with Licensed Products or Licensed Processes. With respect to any proposed sublicense agreementFor the avoidance of doubt, if the NIH Licensee does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such solely sublicense agreementthe Licensed Patent Rights. The 15A-084-2017; L-1242017/0 NIH hereby provides written approval for the Collaboration and Option Patent License Agreement with the following stipulations: [***]Nonexclusive – Sublicensable Model 10-2015 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, 13.6and 13.7-13.8 13.9 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sub license agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicensesub license, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement, which copy may be reasonably redacted as to confidential business information that is not required to enable the IC to confirm the compliance of the a sublicense agreement with the requirements of this Agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may only grant sublicenses pursuant to a written approvalsublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, which shall include prior review the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within English. (d) Within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementREGENXBIO Licensors. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by ; provided that, if either of the Licensee shall provide for the termination REGENXBIO Licensors requires a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain [*] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or the conversion to omission of an Affiliate or Sublicensee that would be a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination breach of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheldif performed or omitted by Licensee, and contingent upon acceptance by the sublicensee of the remaining provisions Licensee will be deemed to be in breach of this AgreementAgreement as a result of such act or omission. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of a copy of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection rejection thereof within [*…***…] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense thereof from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.45.1‑5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH and which shall approval will not be unreasonably withheld, the Licensee LICENSEE may enter into sublicensing agreements under the Licensed Patent Rights. With respect LICENSED PATENT RIGHTS or utilizing LICENSED PRODUCT(S) only to any proposed sublicense agreementthe extent that such sublicensing agreements include patent rights other than LICENSED PATENT RIGHTS, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice or other proprietary technology of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]LICENSEE. 4.2 The Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.15.01, 5.02, 9.01, 9.02, 11.05, and 12.06-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 12.08 of this Agreement AGREEMENT shall be explicitly binding to upon the sublicensee as if it were a party to this AgreementAGREEMENT. LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement AGREEMENT under Article 13. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementAGREEMENT. 4.4 The Licensee 4.04 LICENSEE agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH Licensee and which shall not be unreasonably withheld, the Licensee Sublicensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementNotwithstanding anything else stated herein, if the NIH PHS acknowledges that this Agreement does not provide terminate, alter or supersede the Sublicensee Agreement that existed and continues to exist between Licensee with a written objection thereof within [***] after and Sublicensee, and listed in Appendices G and H respectively, pursuant to Section 1.02 of this Agreement. PHS hereby approves the date Sublicensee Agreement in the NIH receives Notice event of Licensee’s intent to sublicense and a copy termination of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option this Agreement with the following stipulations: [***]under Article 13. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH PHS of Paragraphs 5.15.01–5.04, 8.01, 9.02, 10.01, 10.02, 12.05, and 13.07-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 13.09 of this Agreement shall be explicitly binding to sublicensee upon the sublicensee(s) as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, sublicense or the conversion to a license directly between the sublicensees such sublicensee(s) and the NIHPHS, at the option of the sublicensee, upon termination of this Agreement under Article 13, and shall be under substantially similar terms of this Agreement, wherein all considerations are in cash. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The 4.04 Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review Amgen and its Affiliates may grant Sublicenses of any sublicense agreement by the NIH and which shall not Exclusive License through multiple tiers of Sublicenses to one or more Sublicensees. Each such Sublicense will be unreasonably withheldconsistent with, the Licensee may enter into sublicensing agreements under the Licensed Patent Rightsterms of this Agreement and will require such Sublicensee to comply with all applicable terms of this Agreement. With respect to Amgen will, as soon as reasonably practicable thereafter (and in any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof event within [***] after ]), provide Generate with a notice of executed Sublicense with a Third Party Sublicensee, providing Generate the date identity of the NIH receives Notice Sublicensee and the Collaboration Target which is the subject of Licensee’s intent the Sublicense; however, in the instance any Sublicense includes a sublicense of rights granted to sublicense and Generate under a Collaboration In-License Agreement, Amgen shall provide to Generate copy of the proposed sublicense from the Licenseeeach such executed Sublicense with a Third Party Sublicensee (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 4.1.3(d)), the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee provided, for clarity that Amgen shall have the right no obligation to enter into such sublicense provide Generate with any copy of any Subcontractor agreement. The NIH hereby provides written approval for Each Sublicense will contain the Collaboration and Option Agreement following provisions: (a) a requirement that the Sublicensee comply with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH confidentiality and non-use provisions of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 ARTICLE 11 of this Agreement shall with respect to Generate’s Confidential Information; (b) a requirement that the Sublicensee submit applicable sales or other reports to Amgen to the extent necessary or relevant to the reports required to be explicitly binding made or records required to sublicensee be maintained under this Agreement; (c) the requirements set forth in Section 6.11; and (d) to the extent such Sublicense includes a sublicense of rights granted to Generate under a Collaboration In-License Agreement, a requirement that the Sublicensee comply with the applicable provisions of such or Collaboration In-License Agreement, as if it were a party applicable. Notwithstanding any Sublicense, Amgen will remain primarily liable to Generate for the performance of all of Amgen’s obligations under, and responsible for each Sublicensee’s compliance with the applicable terms of, this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of a copy of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection rejection thereof within […***…] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense thereof from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the A-265-2013 NIH approval, which will not be unreasonably withheld, Patent License Agreement - Exclusive NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, more than […***…] sublicense then in effect for the Licensed Field of Use.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Takeda shall have the right to enter into grant sublicenses through multiple tiers with respect to the rights licensed to Takeda under Section 6.1 to any Affiliate of Takeda solely in accordance with Sections 6.2.1 through 6.2.5. Takeda shall not have the right to grant Sublicenses with respect to the rights licensed to Takeda under Section 6.1 to any Third Party without the prior written consent of Orexigen, which shall not to be unreasonably withheld, conditioned, or delayed. In the event Orexigen consents to the grant of such sublicense agreement. The NIH hereby provides written approval for the Collaboration a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and Option Agreement shall be subordinate to and consistent with the following stipulations: [***]terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or Orexigen’s rights under this Agreement; 4.2 The Licensee agrees that 6.2.2 in such Sublicense, the Sublicensee shall agree in writing to be bound to Takeda by terms and conditions substantially similar to, or less favorable to the Sublicensee than, the corresponding terms and conditions of this Agreement; 6.2.3 promptly after execution of the Sublicense, and specifically excluding any sublicenses granted by it to an Affiliate of Takeda, Takeda shall provide that a complete and correct copy of such Sublicense to Orexigen; 6.2.4 Takeda shall remain responsible for the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 performance of this Agreement and the performance of its Sublicensees hereunder, and shall be explicitly binding cause such Sublicensee to sublicensee as if it were a party enable Takeda to comply with all applicable terms and conditions of this Agreement.; and 4.3 Any sublicenses granted by 6.2.5 each Sublicense shall terminate immediately upon the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is (in whole or only with respect to the rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense or sublicensee, as the NIH approvalcase may, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementwith respect to Takeda’s Affiliates. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 1310 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. A-429-2017 NIH Patent License Agreement-Exclusive [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon The Licensee will not grant sublicenses (including cross-licenses) of the Technology and any Improvements, without the prior written approvalconsent of the Licensor, which not to be unreasonably withheld, subject to: (a) the Licensee providing the Licensor with a fully executed copy of such sublicense agreement within 14 days of execution; (b) the Sublicensee agreeing to indemnify the Licensor, UPNG and IND Agency in accordance with the indemnification provision set forth in Section 9.0 (except that each reference to this Agreement in Section 9.0 shall include be amended to refer to the sublicense agreement for the purposes of such indemnity from the Sublicensee); (c) the sublicense agreement not interfering with the Licensee’s performance of its obligations under this Agreement; and (d) the sublicense agreement not materially conflicting with any terms in this Agreement. 4.2 Notwithstanding Section 4.1, the Licensor’s consent will not be required if: (a) the proposed Sublicensee has a market capitalization, or in the case of a private company, shareholders equity, of $1 billion (Canadian funds) or more; or (b) the Licensee has, prior review to or at the time of granting such sublicense, conducted financing or other activities that have resulted in the receipt by the Licensee of at least $10 million (Canadian funds). 4.3 With respect to any sublicense agreement requiring the Licensor’s consent under Section 4.1, the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be assigned or sublicensed without the prior written consent of the Licensor, not to be unreasonably withheld, provided however that such sublicensed rights may be sub-sublicensed by the Sublicensee without the prior consent of the Licensor if such sub-sublicense and the parties thereto comply with the provisions of Sections 4.1 and 4.3 (except that, for the purposes of this Section 4.4, each reference therein to a “sublicense” or “Sublicensee” shall be deemed to be a reference to a “sub-sublicense” or a “sub-sublicensee”, respectively). 4.5 Prior to the execution of any sublicense agreement by the NIH and which shall not be unreasonably withheldsub-sublicense agreement under this Article 4.0, the Licensee may enter into sublicensing agreements under shall demonstrate to the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to Licensor that such sublicense and sub-sublicense, as the case may be, complies with the requirements set out in Section 4.1(b) (except that, in respect of a sublicense, the indemnity will be by the “sublicensee” and in respect of a sub-sublicense, the indemnity will be by the “sub-sublicensee”, respectively) by providing a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1sub-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceLicensor prior to execution.

Sublicensing. 4.1 Upon written approvalExcept as otherwise provided in this Section 4.1.3, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee AstraZeneca shall have the right to enter into grant sublicenses under the rights granted in Section 4.1.1 through multiple tiers of Sublicensees; provided that: (a) any such sublicense agreementis consistent with and subject to the terms of this Agreement (including this Article 4) and shall terminate automatically upon termination of the corresponding license hereunder; (b) AstraZeneca shall provide written notice to Targacept of any such sublicense and provide copies to Targacept (and, in the case of a sublicense to Targacept Technology licensed by USFRF to Targacept under the USFRF Agreement, to USFRF) of each such sublicense (with confidential and financial information redacted) promptly after the execution thereof; and (c) AstraZeneca shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense except to the extent satisfactorily performed by such Sublicensee. The NIH hereby provides written approval Notwithstanding the foregoing or any other provision of this Agreement, except as provided in Section 7.12.1(d) and except for sublicenses granted to Affiliates of AstraZeneca, neither AstraZeneca nor any Sublicensee shall have the Collaboration right to grant sublicenses under any of the rights and Option Agreement with the following stipulations: [licenses granted in Section 4.1.1 in ***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] ** without ********. For clarity, if AstraZeneca otherwise has the right to sublicense pursuant to this Section 4.1.3, AstraZeneca shall have the right, without the consent of USFRF, to grant sublicenses through multiple tiers of Sublicensees with respect to the execution of Targacept Technology licensed by USFRF to Targacept under the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceUSFRF Agreement.

Sublicensing. 4.1 4.01 Upon written approvalapproval by OHSU, which shall include prior review of any sublicense agreement by the NIH and which shall approval will not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH OHSU of Paragraphs 5.15.01, 5.02, 8.01, 10.01, 10.02, 12.01-5.412.05, 8.1, 10.1, 10.2, 12.5, 13.6and 13.01-13.8 13.10 of this Agreement shall be explicitly binding to upon any sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Licensee agrees to prohibit any sublicensee from further sublicensing. 4.04 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and the NIHOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to the NIH approval, which will not be unreasonably withheld, OHSU approval and contingent upon acceptance by the sublicensee of the any remaining provisions of this AgreementAgreement required by OHSU. 4.4 The 4.05 Licensee agrees to forward to the NIH OHSU a complete copy of each fully executed sublicense agreement postmarked within [***] thirty (30) days of the execution of such agreement. 4.06 In the agreement. To event of a default under Article 13 hereunder, all payments then or thereafter due to Licensee from each of its sublicensees shall, upon notice from OHSU to any such sublicensee, become owed directly to OHSU for the extent permitted account of Licensee; provided that OHSU shall remit to Licensee the amount by lawwhich such payments in the aggregate exceed the total amount owed by Licensee to OHSU. 4.07 Even if Licensee enters into sublicenses, the NIH agrees Licensee remains primarily liable to maintain each sublicense agreement OHSU for all of Licensee’s duties and obligations contained in confidencethis Agreement.

Sublicensing. 4.1 Upon written approval, which 6.1 LICENSEE shall include prior review notify DUKE in writing of any every sublicense agreement by and each amendment thereto within thirty days after their execution, and indicate the NIH and which shall not be unreasonably withheldname of the SUBLICENSEE, the Licensee may enter into sublicensing agreements under territory of the Licensed Patent Rightssublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not the SUBLICENSEE has greater or fewer than 500 employees. With respect to any proposed sublicense agreementUpon request, if the NIH does not LICENSEE shall provide the Licensee DUKE with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of sublicense agreements, which LICENSEE may redact in its reasonable discretion to protect the proposed confidentiality of any SUBLICENSEE’s proprietary or confidential information that is not necessary for DUKE to determine compliance with this Agreement. 6.2 LICENSEE shall not receive from SUBLICENSEES anything of value other than cash payments in consideration for any sublicense from under this Agreement, without the Licenseeexpress prior written permission of DUKE. 6.3 LICENSEE shall require that all sublicenses: (a) not be inconsistent with the terms and conditions of this Agreement; (b) contain the SUBLICENSEE’S acknowledgment of the disclaimer of warranty and limitation on DUKE and NCI's liability, as provided by Article 9 below; and (c) contain provisions under which the NIH shall SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records), 10.1 (duty to defend, hold harmless, and indemnify DUKE and NCI), 10.3 (duty to maintain insurance), 2.4 (duty to properly mark LICENSED PRODUCTS with patent notices), and 15.5 (duty to restrict the use of DUKE and NCI's name). 6.4 Upon termination of this Agreement, any sublicenses granted by LICENSEE under the PATENT RIGHTS shall, to the extent provided in such sublicense, remain in effect and be deemed to have given its approval been assigned by LICENSEE to DUKE immediately prior to such termination provided that: (a) the sublicensing agreement requires the SUBLICENSEE to thereafter pay DUKE any consideration that would have been due to LICENSEE with respect to the rights granted under this Agreement and (b) LICENSEE remains responsible for all other obligations thereunder to the extent applicable to LICENSEE and in excess of DUKE’s obligations under this Agreement. If any terms of such sublicense agreement agreements fail to comply with the requirements of Article 6 herein relating to sublicensing, or are otherwise inconsistent with this Agreement, and DUKE provides notice thereof to SUBLICENSEE such terms will be renegotiated between DUKE and the Licensee shall have the right to enter into SUBLICENSEE; provided, such sublicense agreementwill remain in effect pending resolution and mutual agreement upon of such renegotiated terms. The NIH hereby provides written approval Any sublicense executed by LICENSEE must contain language to implement this Paragraph 6.4 in order for any SUBLICENSEE to enjoy the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 benefits of this Agreement shall be explicitly binding to sublicensee as if it were a party to this AgreementParagraph 6.4. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalBSP shall have the right to grant sublicenses to Affiliates and to Third Parties with respect to the rights licensed to BSP under Section 5.1; provided that any Sublicenses to Third Parties shall be subject to Sections 5.2.1 through 5.2.6: 5.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheldlimit the ability of BSP (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or OncoMed’s rights under this Agreement; 5.2.2 [***]; 5.2.3 BSP shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, and shall cause such Sublicensee to enable BSP to comply with all applicable terms and conditions of this Agreement; 5.2.4 each Sublicense shall terminate immediately upon the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With termination of this Agreement (in whole or only with respect to any proposed sublicense agreementthe rights that are subject to such Sublicense); however, if OncoMed shall have the NIH does obligation to license each Sublicensee, at Sublicensee’s option, on substantially similar terms to those granted in such Sublicensee’s respective Sublicense, provided that such Sublicense has not provide the Licensee with been terminated for such Sublicensee’s breach or insolvency, such Sublicensee is otherwise performing activities in a written objection thereof within [***] after Certain information in this document has been omitted and filed separately with the date Securities and Exchange Commission. Confidential treatment has been requested with respect to the NIH receives Notice of Licensee’s intent to sublicense omitted portions. manner consistent with this Agreement, and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval terms and conditions of such sublicense Sublicense agreement are consistent with the terms and the Licensee conditions of this Agreement; and 5.2.5 such Sublicensees shall have the right to enter into grant further Sublicenses of same or lesser scope as its sublicense from BSP under the grants contained in Section 5.1 (the other party to such further sublicense agreement. The NIH hereby provides written approval also being a “Sublicensee”), provided that such further Sublicenses shall be in accordance with and subject to all of the terms and conditions of this Section 5.2 (i.e., such Sublicensee shall be subject to this Section 5.2 in the same manner and to the same extent as BSP). 5.2.6 For purposes of clarity, where BSP retains a Third Party contractor to perform any activity permitted under this Agreement as provided in Section 2.3.9, where such activity is to be performed at the direction and control and for the Collaboration and Option Agreement with sole benefit of BSP under any of BSP’s have made, have used, have sold, have offered for sale or have imported rights granted herein, such retention of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that Third Party contractor is not a Sublicense within the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 meaning of this Agreement shall be explicitly binding to sublicensee as if it were a party to this AgreementSection 5.2 but is considered an activity of BSP under the license granted in Section 5.1. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of a copy of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements Agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection rejection thereof within [4*…***…] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense thereof from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreementAgreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, more than […***…] sublicense then in effect for the Licensed Field of Use.

Sublicensing. 4.1 Upon written approvalGSK shall have the right to grant sublicenses to (a) Affiliates and/or (b) Third Parties who receive a license to the Licensed Indications, which shall include prior review of any sublicense agreement by to the NIH license rights granted to GSK in Section 2.1 above, subject to the following terms and which shall not be unreasonably withheld, conditions: (a) GSK may grant sublicenses to Affiliates and/or Third Parties: (i) for Exclusive Vaccines [**] provided that the Licensee may enter into sublicensing agreements under Sublicensee will practice the Licensed Patent Rights. With respect Rights and Licensed Technology only to any proposed sublicense agreement, if the NIH does not provide extent granted to GSK under this Agreement and GSK and the Licensee Sublicensee will comply with the remaining provisions of this Section 2.2. (ii) for Co- exclusive and Non- exclusive Vaccines [**] provided that the Sublicensee will practice the Licensed Patent Rights and Licensed Technology only in the applicable country and only to the extent granted to GSK under this Agreement; and that GSK and the Sublicensee will comply with the remaining provisions of this Section 2.2. (b) GSK and (i) each Affiliate Sublicensee will sign a side letter under which the Affiliate Sublicensee will agree to be bound by the terms of this Agreement; and (ii) each Third Party Sublicensee shall enter into a written objection thereof within agreement subject to, consistent with, and not to extend beyond the scope of GSK’s rights and obligations under, and the terms and conditions of, this Agreement, which written sublicense agreement shall require the Third Party Sublicensee to agree to be bound by and comply with provisions that are consistent with the provisions of this Agreement. In addition, each such side letter or sublicense agreement shall require the Affiliate and/or Third Party Sublicensee, at the election of Antigenics MA (to be made by Antigenics MA upon notice from GSK at the time the side letter or sublicense agreement is entered into) to either (i) [**] to [**] by the [**] and [**] of, and the [**] of [**] under, the [**] or (ii) [**] a [**] within a [**] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution [**], pursuant to which the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceCommission.

Sublicensing. 4.1 Upon written Alpharma may grant sublicenses of the licenses granted to Alpharma under Section 7.1; provided, however, that no sublicense granted by Alpharma pursuant to this Section 7.2 shall be valid unless: (i) Alpharma shall submit all proposed sublicense agreements to Tris for approval, which shall include prior review of any sublicense agreement by the NIH and which approval shall not be unreasonably withheldwithheld or delayed and which approval shall not be required in connection with a sublicense to an Affiliate of Alpharma; (ii) Alpharma shall guarantee and be responsible for the making of all payments due, and the Licensee may enter into sublicensing agreements making of any reports under the Licensed Patent Rights. With this Agreement, with respect to sales of Products by its Affiliates or sublicensees and their compliance with all applicable terms of this Agreement; (iii) each Affiliate or sublicensee agrees in writing to maintain books and records and permit licensor to review such books and records pursuant to the relevant provisions; (iv) such sublicense agreement requires it to continue in full force and effect in accordance with the terms and conditions of the respective sublicense agreement upon the termination of this Agreement, and permits licensee to assign to licensor such sublicense agreements; and (v) such sublicense agreement requires such sublicensee to observe all other applicable terms of this Agreement. In addition, no sublicense granted by Alpharma pursuant to this Section 7.2 shall be valid unless each such Affiliate or sublicensee agrees in writing to maintain appropriate records and permit Tris, jointly with Alpharma to inspect such records and visit such facilities pursuant to the relevant provisions of Sections 5.2.8, 6.5 and 6.6, and to observe all other applicable terms, of this Agreement. Alpharma shall promptly provide Tris with notice of any proposed sublicense agreementgranted pursuant to this Section 7.2, if the NIH does not and provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceTris upon its request.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementIf, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of LicenseeIC’s intent to sublicense and receipt of a copy of the proposed sublicense from the Licensee, the NIH IC has not provided Licensee with a written notice of rejection thereof, then IC shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right be free to enter into such sublicense agreementagreement under the Licensed Patent Rights, subject to the further requirements of Paragraphs 4.2-4.4 of this Agreement. The NIH hereby provides written approval for However, Licensed Patent Rights Group F may only be sublicensed in combination with Licensee’s proprietary intellectual property, in-licensed intellectual property rights received from a third party, or other exclusively in-licensed intellectual property rights received from the Collaboration and Option Agreement with IC. For the following stipulations: [***]avoidance of doubt, the Licensee does not have the right to solely sublicense Licensed Patent Rights Group F. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6and 13.8-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIHIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH IC a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approvalapproval by PHS, which shall include prior review of any sublicense agreement by the NIH and which shall approval will not be unreasonably withheldwithheld or delayed, the Licensee LICENSEE may enter into sublicensing agreements under the Licensed Patent Rights. With respect to LICENSED PATENT RIGHTS, provided that if LICENSEE has not received any proposed written response from PHS within twenty (20) days of PHS's receipt of LICENSEE's written submission of a sublicense agreementfor approval, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH such approval shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]been given. 4.2 The Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall will provide that the obligations to the NIH PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.212.05, 12.5, 13.6and 13.06-13.8 13.07 of this Agreement AGREEMENT shall be explicitly binding to sublicensee upon the sublicense as if it were a party Party to this AgreementAGREEMENT. LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by the Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees such sublicenses and the NIHPHS, at the option of the sublicenseesublicense, upon termination of this Agreement AGREEMENT under Article 13. This Such conversion is subject to the NIH PHS approval, which will such approval not to be unreasonably withheldwithheld or delayed, and contingent upon acceptance by the sublicensee sublicense of the remaining provisions of this AgreementAGREEMENT. 4.4 The Licensee 4.04 LICENSEE agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement agreements postmarked within [***] thirty (30) days of the execution of the agreementsuch agreements. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement agreements in confidence.

Sublicensing. 4.1 Upon written approvalSubject to Modulant’s compliance with the terms and conditions of this Agreement, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Modulant shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval grant Sublicenses to third parties under the license granted in Section 3.1, provided that: (i) Each Sublicense shall be subordinate to and consistent with the terms and conditions of this Agreement; (ii) Modulant shall remain responsible and liable for the Collaboration performance and Option Agreement with compliance of its Sublicensees, and will be responsible hereunder for the following stipulations: [***]acts or omissions of such Sublicensees to the same extent as if Modulant had directly engaged in such act or omission; 4.2 The Licensee agrees that any sublicenses granted (iii) Each Sublicense shall include confidentiality, non-use, and IP-protection provisions and obligations no less protective than those set forth herein, and shall contain the following: (a) all provisions necessary to ensure Modulant’s ability to perform its obligations under this Agreement; (b) a section substantially the same as Section 10.1 (Indemnification by it Modulant) of this Agreement, which also shall provide state that the obligations to the NIH NorthStrive Indemnitees (as defined in Section 10) are intended third party beneficiaries of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide such Sublicense agreement for the purpose of enforcing such indemnification; (c) a provision clarifying that, in the event of termination of the sublicenselicense rights granted in Sections 3.1 and 3.3 (in whole or in part (e. g., or termination in a particular country)), any existing Sublicense agreement shall terminate to the conversion to a extent of such terminated license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is (subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by Sublicensee’s rights under Section 12.4(iv)); (d) a provision further clarifying that in the sublicensee event of termination of the remaining provisions license rights granted in Sections 3.1 and 3.3, the Sublicensee shall only be entitled to re-sublicense its rights under terms consistent with this Section 3.3 (Sublicensing) (the terms of this Agreement.which derive from Section 3.1.2 of the Head License); and 4.4 The Licensee agrees (iv) Modulant shall furnish to forward to the NIH NorthStrive a complete fully executed copy of each fully executed sublicense agreement postmarked Sublicense agreement, including all amendments thereto, within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceten (10) days after execution.

Sublicensing. 4.1 Upon The Licensee will not grant sublicenses (including cross-licenses) of the Technology and any Improvements, without the prior written approvalconsent of the Licensor, which not to be unreasonably withheld, subject to: (a) the Licensee providing the Licensor with a fully executed copy of such sublicense agreement within 14 days of execution; (b) the Sublicensee agreeing to indemnify the Licensor, UPNG and IND Agency in accordance with the indemnification provision set forth in Section 9.0 (except that each reference to this Agreement in Section 9.0 shall include be amended to refer to the sublicense agreement for the purposes of such indemnity from the Sublicensee); (c) the sublicense agreement not interfering with the Licensee’s performance of its obligations under this Agreement; and (d) the sublicense agreement not materially conflicting with any terms in this Agreement. 4.2 Notwithstanding Section 4.1, the Licensor’s consent will not be required if: (a) the proposed Sublicensee has a market capitalization, or in the case of a private company, shareholders equity, of $1 billion (Canadian funds) or more; or (b) the Licensee has, prior review to or at the time of granting such sublicense, conducted financing or other activities that have resulted in the receipt by the Licensee of at least $10 million (Canadian funds). 4.3 With respect to any sublicense agreement requiring the Licensor’s consent under Section 4.1, the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be assigned or sublicensed without the prior written consent of the Licensor, not to be unreasonably withheld, provided however that such sublicensed rights may be sub-sublicensed by the Sublicensee without the prior consent of the Licensor if such sub-sublicense and the parties thereto comply with the provisions of Sections 4.1 and 4.3 (except that, for the purposes of this Section 4.4, each reference therein to a “sublicense” or “Sublicensee” shall be deemed to be a reference to a “sub-sublicense” or a “sub-sublicensee”, respectively). 4.5 Prior to the execution of any sublicense agreement by the NIH and which shall not be unreasonably withheldsub-sublicense agreement under this Article 4.0, the Licensee may enter into sublicensing agreements under shall demonstrate to the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to Licensor that such sublicense and sub-sublicense, as the case may be, complies with the requirements set out in Section 4.1 (b) (except that, in respect of a sublicense, the indemnity will be by the “sublicensee” and in respect of a sub-sublicense, the indemnity will be by the “sub-sublicensee”, respectively) by providing a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1sub-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceLicensor prior to execution.

Sublicensing. 4.1 Upon written approvalBSP shall have the right to grant sublicenses to Affiliates and to Third Parties with respect to the rights licensed to BSP under Section 5.1; provided that any Sublicenses to Third Parties shall be subject to Sections 5.2.1 through 5.2.6: 5.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheldlimit the ability of BSP (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or OncoMed’s rights under this Agreement; 5.2.2 [***]; 5.2.3 BSP shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, and shall cause such Sublicensee to enable BSP to comply with all applicable terms and conditions of this Agreement; 5.2.4 each Sublicense shall terminate immediately upon the Licensee may enter into sublicensing agreements termination of this Agreement (in whole or only with respect to the rights that are subject to such Sublicense); however, OncoMed shall have the obligation to license each Sublicensee, at Sublicensee’s option, on substantially similar terms to those granted in such Sublicensee’s respective Sublicense, provided that such Sublicense has not been terminated for such Sublicensee’s breach or insolvency, such Sublicensee is otherwise performing activities in a manner consistent with this Agreement, and the terms and conditions of such Sublicense agreement are consistent with the terms and conditions of this Agreement; and 5.2.5 such Sublicensees shall have the right to grant further Sublicenses of same or lesser scope as its sublicense from BSP under the Licensed Patent Rightsgrants contained in Section 5.1 (the other party to such further sublicense also being a “Sublicensee”), provided that such further Sublicenses shall be in accordance with and subject to all of the terms and conditions of this Section 5.2 (i.e., such Sublicensee shall be subject to this Section 5.2 in the same manner and to the same extent as BSP). 5.2.6 For purposes of clarity, where BSP retains a Third Party contractor to perform any activity permitted under this Agreement as provided in Section 2.3.9, where such activity is to be performed at the direction and control and for the sole benefit of BSP under any of BSP’s have made, have used, have sold, have offered for sale or have imported rights granted herein, such retention of the Third Party contractor is not a Sublicense within the meaning of this Section 5.2 but is considered an activity of BSP under the license granted in Section 5.1. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense Certain information in this document has been omitted and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement filed separately with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations Securities and Exchange Commission. Confidential treatment has been requested with respect to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreementomitted portions. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.