Common use of Sublicensing Clause in Contracts

Sublicensing. 4.1 Upon written approval by PHS, 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. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSthe 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to Licensee within ten (10) business days sublicense and a copy of receiving notice under the preceding sentenceproposed sublicense from the Licensee, PHS 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 sublicense arrangement described in Collaboration and Option Agreement with the notice.following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.6-13.9 13.8 of this Agreement shall be explicitly binding upon the to 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval 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 PHS the NIH 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, PHS the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS2.2.1 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, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, provided such approval will not be unreasonably delayed person is [***]. If Corvus or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a third party sublicense and to develop or commercialize which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a License Product“Sublicensee”. In the event that PHS does not provide a written objection Corvus grants one or more sublicenses pursuant to Licensee within ten (10) business days Clause 2.2.1, Corvus shall remain responsible for all of receiving notice its obligations under this Agreement and shall cause each Sublicensee to comply with the preceding sentence, PHS shall be deemed to have given its approval applicable [***] 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 sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS omitted portions. terms and conditions of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees If the acts or omissions of any Sublicensee cause Corvus to attach copies be in breach of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee this Agreement, Corvus shall provide be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the termination 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 any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the conversion to a license directly between the sublicensees and PHS, at the option event of the sublicensee, upon termination of this Agreement under Article 13Agreement: (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 [***]. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementAny such [***]. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHSTakeda shall have the right to 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 [***] with respect to the rights licensed to Takeda under Section 6.1 to any Third Party [***] of Orexigen, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will which shall not to 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. For purposes of clarificationconditioned, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Productdelayed. In the event that PHS does not provide Orexigen consents to the grant of such a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentenceSublicense, PHS such Sublicense shall be deemed granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to have given 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 approval 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 sublicense arrangement described in Sublicensee than, the notice.corresponding terms and conditions of this Agreement; 4.2 Licensee agrees that 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 PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 performance of this Agreement and the performance of its Sublicensees hereunder, and shall be binding 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 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, 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 PHS approval and contingent upon acceptance by 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 sublicensee of the remaining provisions of this Agreementcase may, be with respect to Takeda’s Affiliates. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, Licensee may enter into sublicensing agreements under the Licensed Patent Rightsto make, such approval will not be unreasonably delayed or withheldhave made, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarificationuse, PHS agrees that modification of the terms of this Agreement will not be a condition market and sell Products designed and marketed solely for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS use in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days Field of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeUse. 4.2 Licensee agrees that any sublicenses granted by it 8.2 LICENSEE shall provide that the obligations to PHS notify ESCALON of Paragraphs 5.1-5.4every sublicense agreement and each amendment thereto, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, postmarked within thirty (30) days after its execution, and provide a full copy of the execution agreement or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the agreementterms 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. To All sublicenses shall also contain provisions under which the extent permitted Sublicensee accepts duties which shall be at least equivalent to those accepted by lawthe 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, PHS agrees hold harmless, and indemnify ESCALON 13.3 duty to maintain carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each 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 in confidencebe assigned to ESCALON. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. 4.1 Upon written approval by PHS, 3.1 Licensee may enter into sublicensing agreements grant sublicenses under the Licensed Patent Rightsrights granted to it in Article II, provided that such approval sublicenses shall be at least as favorable to BTG as this Agreement, and provided that each Sublicensee is bound under a written agreement with Licensee containing terms and conditions consistent with and no less restrictive than those applicable to Licensee hereunder. Licensee 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. For purposes of clarification, PHS agrees that modification of the terms include a copy of this Agreement will as an exhibit to all sublicenses. Without limitation, all sublicenses shall include the following: 3.1.1 A provision specifying that the sublicense is personal to the Sublicensee, and may not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop further sublicensed or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeassigned. 4.2 Licensee agrees that any sublicenses granted 3.1.2 A provision allowing direct access by it shall provide that BTG or its representatives to inspect and audit the obligations to PHS books and records of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 the Sublicensee for purposes of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreementsverifying royalties payable thereunder. 4.3 Any sublicenses granted by Licensee shall provide for the 3.1.3 Provisions permitting termination of the sublicense, or the sublicense in accordance with Section 3.2 below and other provisions for termination equivalent to those contained in this Agreement. 3.1.4 A provision for conversion to a license directly between the sublicensees Sublicensee and PHS, 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 Licensee will notify BTG of the proposed terms of any sublicenses in advance, and will permit BTG to PHS approval comment upon the legal and contingent upon acceptance 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 3.3 Following the grant of sublicense, Licensee agrees to forward to PHS shall: 3.3.1 Forward a complete copy of each fully executed the sublicense agreement, postmarked agreement 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, PHS agrees to maintain each and terminating the sublicense agreement in confidenceaccordance with its terms if the breach is not timely cured.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSIC, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under for the Licensed Patent Rights, such approval Rights and Licensed Materials. These sublicenses will not have a further right of sublicense and must be unreasonably delayed or withheldgranted 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 sublicensee with the demonstrated commitment, unless ability, and readiness to use the provisions set forth sublicense but in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee no instance shall provide written notice to PHS in the event Licensee desires to grant a sublicense to be issued for use in a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice country under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeGovernment sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs 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 PHSIC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS IC 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, PHS the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon [Intentionally omitted]. 4.2 Alnylam shall have the right to grant sublicenses to third parties and to its Affiliates with respect to the Technology upon written approval by PHSnotice to Inex and the University, Licensee may enter into sublicensing agreements under provided that: (a) Alnylam will cause the Licensed Patent Rights, such approval will not be unreasonably delayed Affiliate or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of third party so sublicensed (i) to perform the terms of this Agreement will not 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 condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS sublicense agreement that contains terms consistent with the terms of this Agreement as described in Section 4.2(c) and that provides that the event Licensee desires to grant a sublicense to University is a third party beneficiary of, and has the right to develop or commercialize a License Product. In enforce directly against the event sublicensee, the terms in such sublicense agreement that PHS does not provide a written objection 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 Licensee within ten (10) business days be bound by the terms and conditions of receiving notice this Agreement, including without limitation, the covenants in this Agreement to pay any amounts due to Inex under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the terms of this Agreement. The obligations to PHS and liabilities of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, such Affiliate and 13.7-13.9 of Alnylam under this Agreement shall be binding upon the sublicensee as if joint and several and Inex shall not be obliged to seek recourse against an Affiliate before enforcing its rights against Alnylam. For greater certainty it were a party to this Agreement. Licensee further agrees to attach copies is hereby confirmed that any default or breach by an Affiliate of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination any term of this Agreement will also constitute a default by Alnylam under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees (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 forward terms relating to PHS 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 complete copy of each fully executed sublicense granted within 30 days after execution. Any 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 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 survive termination of the licenses or other rights granted to Alnylam under this Sublicense Agreement, and be assumed by Inex as long as (a) the sublicensee is not then in breach of its sublicense agreement, postmarked within thirty (30b) days the sublicensee agrees in writing to be bound to Inex as a sublicensor and to the University under the terms and conditions of this Agreement, and (c) the execution sublicensee agrees in writing that in no event shall Inex assume any obligations or liabilities, or be under any obligation or requirement of the agreement. To the extent permitted by lawperformance, PHS agrees to maintain each under any such sublicense agreement in confidenceextending beyond Inex’s obligations and liabilities under this Agreement.

Sublicensing. 4.1 Upon written approval 5.1. The license granted by PHSthis Agreement includes the right of Licensee and Affiliates to grant Sublicenses. With respect to Sublicenses granted pursuant to this Agreement, Licensee may enter into sublicensing agreements 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 Licensed Patent Rightsexecution 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. 5.2. Upon termination of this Agreement for any reason, all Sublicenses that are granted by Licensee pursuant to this Agreement where the Sublicensee is in full compliance with the obligations its Sublicense Agreement as of the date of such approval termination will remain in effect and will be assigned to Foundation, except that Foundation will not be unreasonably delayed bound to perform any duties or withheld, unless the provisions obligations set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon any Sublicense Agreement that extend beyond the sublicensee. For purposes duties and obligations of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS Foundation set forth in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees will include a provision in each Sublicense which allows Foundation to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for assume the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of Sublicense if: (i) this Agreement under Article 13. This conversion is subject to PHS approval terminated; and contingent upon acceptance by (ii) the sublicensee of Sublicensee is in compliance with the remaining provisions of foregoing requirements set forth in this AgreementSection 5.2. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSthe 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS IC does not provide the Licensee with written rejection thereof or request for a written objection reasonable extension of review time within […***…] after a copy of the sublicense is provided to Licensee within ten (10) business days the IC and to the e-mail address indicated on the Signature Page of receiving notice under the preceding sentencethis Agreement, PHS approval of such sublicense agreement shall be deemed to have been given its approval and the Licensee shall have the right to the enter into such sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the IC 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, PHS the 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 approval by PHS, Licensee and any sublicensees of 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. 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 sublicensee desires to grant a sublicense to a third party to develop or commercialize a License Licensed Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of after receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 12.5 and 13.7-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreementagreement 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, 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 approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld or delayed, Licensee may enter into sublicensing agreements under the Licensed Patent RightsRights and any of Licensee’s approved sublicensees may enter into sublicense agreements under the Licensed Patent Rights sublicensed to them; provided, such however, that the approval will of PHS shall not be unreasonably delayed required for any sublicense to an Affiliate of Licensee or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party providing research, manufacturing or development services to develop Licensee, its Affiliates or commercialize a License ProductPHS’s approved sublicensee(s). In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice[***]. 4.2 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 PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses granted by Licensee subject to the 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 PHS, at the option of the sublicensee, upon termination of this Agreement under Article 1313 (except Paragraph 13.1). This conversion is subject to PHS approval approval, which will not be unreasonably denied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS, Licensee and any sublicensees of 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. 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 sublicensee desires to grant a sublicense to a third party to develop or commercialize a License Licensed Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of after receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 12.5 and 13.7-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreementagreement 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, 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 by PHSIf the license grant under Section 2.1 is exclusive, Licensee may enter into sublicensing agreements has the 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). To the extent that Licensee permits a Sublicensee to grant further sub-tier sub-sublicense agreements, then each such approval will not sub-sublicensee shall be unreasonably delayed or withheldconsidered a “Sublicensee” under the Agreement and must also agree in writing to be bound, unless for the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon benefit of Licensor, by the sublicenseeabove-referenced Sections. For purposes of clarification, PHS agrees Each such Sublicense Agreement shall indicate that modification 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 this Sublicensee rights in the event of termination of the Agreement will not shall be a condition for approval governed by PHS for Licensee to enter into sublicensing agreementsSection 7.5(b) below. Licensee shall provide written notice (and to PHS in the event Licensee desires extent a Sublicensee is authorized by Licensor to grant further sublicenses, such Sublicensee shall) deliver to Licensor a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentencetrue, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5complete, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete correct copy of each fully executed sublicense agreementSublicense Agreement granted by Licensee, postmarked and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement, including an English translation if the Sublicense Agreement is not written in English. All such copies shall be considered Confidential Information of Licensee under the Agreement. Licensor’s receipt of such Sublicense Agreement will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations under the Agreement. Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the execution Licensee’s duties and obligations contained in the Agreement, and any act or omission of a Sublicensee that would be a breach of the agreementAgreement if performed by Licensee will be deemed to be a breach by Licensee of the Agreement unless Licensee complies with the remaining provisions of this paragraph. To Each Sublicense Agreement will contain a right of termination by Licensee in the extent permitted event that the Sublicensee breaches the payment obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the terms and conditions of the Agreement if such acts were performed by lawLicensee (a “Sublicensee Breach”). In the event of a Sublicensee Breach, PHS 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 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 approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless Rights subject to the provisions terms set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon this Article 4. PHS shall review the sublicenseesublicense [***] from the date of receipt by PHS. For purposes Otherwise, the approval of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeconsidered reached. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement Agreement, as such provisions relate to sublicensees, shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval approval, not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by PHS, 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 enter into sublicensing agreements under only grant sublicenses pursuant to a written sublicense agreement with the Licensed Patent Rights, Sublicensee; ****. Licensor must receive written notice as soon as practicable following execution of any such approval will not be unreasonably delayed or withheld, unless sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon of this Section 2.4 (including Section 2.4.2) to the sublicensee. For purposes of clarificationsame extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, PHS agrees that modification of the Sublicensee must be required to comply with the terms and conditions of this Agreement will 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 shall be English. (d) Within **** after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s records and to share with the REGENXBIO Licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the REGENXBIO Licensors requires a condition for approval by PHS for Licensee to enter into sublicensing agreements. complete, unredacted copy of the sublicense, Licensee shall provide written notice to PHS in the event Licensee desires to grant 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 to a third party to develop or commercialize a License Product. In the event that PHS does agreement will not provide a written objection to relieve Licensee within ten (10) business days of receiving notice any of its obligations under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees is and shall remain **** to attach copies Licensor for all of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide Licensee’s duties and obligations contained in this Agreement and for the termination any act or omission of the sublicense, an Affiliate or the conversion to Sublicensee that would be a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination breach of this Agreement under Article 13. This conversion is subject if performed or omitted by Licensee, and Licensee will be deemed to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions be in breach of this AgreementAgreement as a result of such act or omission. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHSOHSU, which approval will not be unreasonably withheld, 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. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS OHSU of Paragraphs 5.15.01, 5.02, 8.01, 10.01, 10.02, 12.01-5.4, 8.1, 10.1, 10.2, 12.512.05, and 13.713.01-13.9 13.10 of this Agreement shall be binding upon the 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHSOHSU, 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 PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.05 Licensee agrees to forward to PHS OHSU a complete copy of each fully executed sublicense agreement, 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, PHS agrees upon notice from OHSU to maintain each sublicense agreement any such sublicensee, become owed directly to OHSU for the account of Licensee; provided that OHSU shall remit to 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 written approval approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld or delayed, Licensee may enter into sublicensing agreements under the Licensed Patent RightsRights and any of Licensee’s approved sublicensees may enter into sublicense agreements under the Licensed Patent Rights sublicensed to them; provided, such however, that the approval will of PHS shall not be unreasonably delayed required for any sublicense to an Affiliate of Licensee or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party providing research, manufacturing or development services to develop Licensee, its Affiliates or commercialize a License ProductPHS’s approved sublicensee(s). In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice[***]. 4.2 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 PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach cause copies of these Paragraphs to be attached to all sublicense agreements. 4.3 Any sublicenses granted by Licensee subject to the 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 PHS, at the option of the sublicensee, upon termination of this Agreement under Article 1313.13 (except Paragraph 13.1). This conversion is subject to PHS approval approval, which will not be unreasonably denied or delayed, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHS, which approval shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed Rights or withheld, unless to the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS Biological Materials in the event 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 is associated with Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval know-how and added value to the sublicense arrangement described in the noticelicensed technology. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.210.02, 12.512.05, and 13.713.07-13.9 13.09 and the obligations to Wyeth of Paragraph 12.05 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to PHS approval approval, not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHSOHSU, Licensee which approval will not be unreasonably withheld, LICENSEE may enter into sublicensing agreements under for the Licensed Screening Patent RightsRights 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, such approval will not provided that 4.01.1 each sublicense has a grant that is consistent with the terms of Paragraph 3.01.2 herein; 4.01.2 the earned royalty rates on Net Sales in each sublicense shall be unreasonably delayed the same or withheld, unless the provisions greater than as set forth in Paragraph 4.2 below are not included and/or otherwise 6.03 herein; and 4.01.3 LICENSEE shall be responsible for payment of earned royalties to OHSU on Net Sales by sublicensees (i) as if such Net Sales were made binding upon the sublicensee. For purposes of clarificationby LICENSEE directly, PHS agrees that modification of and (ii) pursuant to the terms and conditions of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeAgreement. 4.2 Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to PHS OHSU of Paragraphs 5.15.01-5.45.02, 8.17.01, 10.19.01, 10.29.03, 12.512.05, and 13.713.05-13.9 13.07 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHSOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to PHS OHSU approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee 4.04 LICENSEE agrees to forward to PHS OHSU a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty sixty (3060) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by PHS, 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 enter into sublicensing agreements under only grant sublicenses pursuant to a written sublicense agreement with the Licensed Patent Rights, Sublicensee; ****. Licensor must receive written notice as soon as practicable following execution of any such approval will not be unreasonably delayed or withheld, unless sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon 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 sublicensee. For purposes of clarificationsame extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, PHS agrees that modification of the Sublicensee must be required to comply with the terms and conditions of this Agreement will 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 shall be English. (d) Within **** after entering into a sublicense, 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 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 condition for approval by PHS for Licensee to enter into sublicensing agreements. complete, unredacted copy of the sublicense, Licensee shall provide written notice to PHS in the event Licensee desires to grant such complete, unredacted copy. (e) Licensee’s execution of a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does agreement will not provide a written objection to relieve Licensee within ten (10) business days of receiving notice any of its obligations under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees is and shall remain **** to attach copies Licensor for all of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide Licensee’s duties and obligations contained in this Agreement and for the termination any act or omission of the sublicense, an Affiliate or the conversion to Sublicensee that would be a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination breach of this Agreement under Article 13. This conversion is subject if performed or omitted by Licensee, and Licensee will be deemed to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions be in breach of this AgreementAgreement as a result of such act or omission. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSthe NIH and which shall not be unreasonably withheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 4 of 28 Final Lion Biotechnologies, such approval will not be unreasonably delayed or withheldInc. February 2, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice.2015 03424-0001 266291.2 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval the NIH approval, which will not be unreasonably 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 PHS the NIH 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, PHS the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS[***], the Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed Rights only when it concurrently licenses or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicenseehas previously licensed other proprietary or in-licensed intellectual property rights. For purposes the avoidance of clarificationdoubt, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection have the right to solely sublicense the Licensed Patent Rights. The Licensee within ten (10) business days of receiving notice under does not have the preceding sentenceright to sublicense the Licensed Materials listed in Appendix B but shall have the right to transfer the Licensed Materials to its Affiliates, PHS shall be deemed sublicensees and third-party contractors pursuant to have given its approval to the sublicense arrangement described in the noticeSection 3.1. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 PHSthe NIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and [***] contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the NIAID 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, PHS the NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld and subject to the provisions regarding sublicenses granted to a Collaborator as set forth in this paragraph, Licensee may enter into sublicensing agreements under in the Licensed Fields of Use and in the Licensed Territory for the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless Rights only when Licensee is sublicensing additional intellectual property rights that belong to Licensee in conjunction with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon Licensed Patent Rights to the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License ProductSublicensee. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to is granting the sublicense arrangement described to a Collaborator for purposes of engaging in collaborative research efforts involving the noticeLicensed Patent Rights such a sublicense is not required to include additional intellectual property that belongs to Licensee. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees Sublicensees and PHS, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of a copy of any sublicense agreement by PHSthe 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS NIH does not provide the Licensee with written rejection thereof within […***…] after the date the NIH receives a written objection to Licensee within ten (10) business days of receiving notice under copy thereof from the preceding sentenceLicensee, PHS the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to the enter into such sublicense arrangement described in the notice.agreement. A-294-2011 NIH Patent License Agreement - Exclusive 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the NIH 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, PHS 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 approval, which shall include prior review of any sublicense agreement by PHSthe 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS IC does not provide the Licensee with written rejection thereof or request for a written objection reasonable extension of review time within […***…] after a copy of the sublicense is provided to Licensee within ten (10) business days the IC and to the e-mail address indicated on the Signature Page of receiving notice under the preceding sentencethis Agreement, PHS approval of such sublicense agreement shall be deemed to have been given its approval and the Licensee shall have the right to the enter into such sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the IC 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, PHS the 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 approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such Rights prior to FDA 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 sublicenseeforeign 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. For purposes the avoidance of clarificationdoubt, PHS agrees that modification Licensee does not 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 the terms of this Agreement will not be a condition for approval by PHS for Use from Appendix B. Licensee to may also enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice agreements under the preceding sentence, PHS shall be deemed to have given its Licensed Patent Rights following FDA approval to the sublicense arrangement described in the notice.or foreign equivalent for a Licensed Product within each Licensed Field of Use from Appendix B. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS, ‌ (a) Except as set out in item 5 of the Details Schedule or under clause 3.3(b): (i) the Licensee may enter into sublicensing agreements under only grant sublicences of the Licence to the Licensed Patent RightsIPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, such but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of the sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and subject to the further requirements under this clause 3.3, the Licensee may sublicence the Licensed IPR without further approval of the Licensor:‌ (i) as agreed in the Commercialisation Business Plan; or (ii) to users of Products, but only to the extent required to enable use of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor in writing, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be unreasonably delayed assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or withheldnotice if the sublicensee does anything or omits to do anything which would, unless if done or omitted to be done by the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon Licensee, give the sublicensee. For purposes Licensor the right to terminate this Agreement; (iv) such sublicence is capable of clarificationbeing terminated, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval novated to the sublicense arrangement described in Licensor, at the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that Licensor's sole discretion at the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee same time 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 Licensee shall provide for the termination of (or exercise by the sublicense, Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the conversion to a license directly between the sublicensees and PHS, at the option Licensor has audit rights in respect of the sublicensee, upon termination of this Agreement sublicensee equivalent to the Licensor’s rights to audit the Licensee under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions clause 6 of this Agreement. 4.4 (d) In addition to the Licensor's other obligations under this Agreement, the Licensee agrees to forward to PHS must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a complete copy of each fully executed sublicense agreementthe sublicence terms (excluding for this purpose financial payment terms and any personal information). In respect of any sublicences to users of Products, postmarked within thirty the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (30e) days The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of the execution of the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidenceLicensee.

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 approval by PHS, 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 sublicense agreement with the sublicensee. For purposes Opus must receive written notice as soon as practicable following execution of clarificationany 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, PHS agrees that modification of the sublicensee must be required to comply with the terms and conditions of this Agreement will 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 shall be English. 3.2.5 Within [***] after entering into a sublicense, Opus must receive a copy of the sublicense written in the English language for Opus’ records and to share with the NIH. The copy of the sublicense may be redacted to exclude confidential information of the applicable sublicensee, but such copy shall not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval redacted to the sublicense arrangement described in extent that it impairs Opus’ (or the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations NIH’s) ability to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to ensure compliance with this Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by 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 PHSJuno shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Article 3 above to Sublicensees, Licensee may enter into sublicensing agreements under the Licensed Patent Rightsto make, such approval will not be unreasonably delayed or withheldhave made, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarificationuse, PHS agrees that modification of the terms of this Agreement will not be a condition market and sell Products designed and marketed solely for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS use in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days Field of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeUse. 4.2 Licensee agrees that any sublicenses granted by it 8.2 LICENSEE shall provide that the obligations to PHS notify MICHIGAN of Paragraphs 5.1-5.4every sublicense agreement and each amendment thereto, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, postmarked within thirty (30) days after its execution, and provide a full copy of the execution agreement or amendment. 8.3 Any sublicense granted by LICENSEE under this Article 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the agreementterms 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. To All sublicenses shall also contain provisions under which the extent permitted Sublicensee accepts duties which shall be at least equivalent to those accepted by lawthe 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, PHS agrees hold harmless, and indemnify MICHIGAN 13.3 duty to maintain carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of MICHIGAN’s name 8.5 All sublicenses shall provide for each 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 in confidencebe assigned to MICHIGAN. 8.6 All sublicenses shall provide the right for LICENSEE to assign its rights under the sublicense to MICHIGAN.

Sublicensing. 4.1 Upon written approval 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 PHS, 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 enter into sublicensing agreements under only grant sublicenses pursuant to a written sublicense agreement with the Licensed Patent Rights, Sublicensee Licensor must receive written notice as soon as practicable following execution of any such approval will not be unreasonably delayed or withheld, unless sublicenses. Any further sublicenses granted by any Sublicensee (to the extent permitted hereunder) must comply with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon of this Section 2.6 (including Section 2.6.2) to the sublicensee. For purposes of clarificationsame extend as if Licensee granted such sublicense directly. (b) In each sublicense agreement, PHS agrees that modification of the Sublicensee must be required to comply with the applicable terms and conditions of this Agreement will 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 shall be English. (d) Within [*] after entering into a sublicense, 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 the applicable Sublicensee, but such copy shall not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval redacted to the sublicense arrangement described in extent that it impairs Licensor’s (or the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations REGENX Licensors’) ability to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to ensure compliance with this Agreement. Licensee further agrees to attach copies ; provided that, if either of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by 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 PHSLicensee shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by PHS, 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 enter into sublicensing agreements under only grant sublicenses pursuant to a written sublicense agreement with the Licensed Patent Rights, Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such approval will not be unreasonably delayed or withheld, unless sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon of this Section 2.4 (including Section 2.4.2) to the sublicensee. For purposes of clarificationsame extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, PHS agrees that modification of the Sublicensee must be required to comply with the terms and conditions of this Agreement will 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 shall be English. (d) Within [*] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s records and to share with the REGENXBIO Licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or the REGENXBIO Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the REGENXBIO Licensors requires a condition for approval by PHS for Licensee to enter into sublicensing agreements. complete, unredacted copy of the sublicense, Licensee shall provide written notice to PHS in the event Licensee desires to grant such complete, unredacted copy. (e) Licensee’s execution of a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does agreement will not provide a written objection to relieve Licensee within ten (10) business days of receiving notice any of its obligations under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees is and shall remain [*] to attach copies Licensor for all of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide Licensee’s duties and obligations contained in this Agreement and for the termination any act or omission of the sublicense, an Affiliate or the conversion to Sublicensee that would be a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination breach of this Agreement under Article 13. This conversion is subject if performed or omitted by Licensee, and Licensee will be deemed to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions be in breach of this AgreementAgreement as a result of such act or omission. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of a copy of any sublicense agreement by PHSthe 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS NIH does not provide the Licensee with written rejection thereof within [*…***…] after the date the NIH receives a written objection to Licensee within ten (10) business days of receiving notice under copy thereof from the preceding sentenceLicensee, PHS the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to the enter into such sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.45.1‑5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the NIH 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, PHS the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHS, Licensee which approval will not be unreasonably withheld, LICENSEE may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed LICENSED PATENT RIGHTS or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10utilizing LICENSED PRODUCT(S) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval only to the sublicense arrangement described in the noticeextent that such sublicensing agreements include patent rights other than LICENSED PATENT RIGHTS, or other proprietary technology of LICENSEE. 4.2 Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.45.01, 8.15.02, 10.19.01, 10.29.02, 12.511.05, and 13.712.06-13.9 12.08 of this Agreement AGREEMENT shall be binding upon the sublicensee as if it were a party to this AgreementAGREEMENT. Licensee LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement AGREEMENT under Article 13. This Such conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementAGREEMENT. 4.4 Licensee 4.04 LICENSEE agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSthe IC 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. For purposes of clarification, PHS agrees that modification IC shall provide its response within thirty (30) days as of the terms written request made by the Licensee. A lack of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in response from the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee IC within ten thirty (1030) business days of receiving notice under receipt of said written request by the preceding sentence, PHS IC shall be deemed to have given its an approval to by the sublicense arrangement described in the noticeIC. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the IC 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, PHS the 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 by PHS, 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. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee 4.01 OXIQUANT agrees that any sublicenses granted by it shall provide that the obligations to PHS 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, 15.01 and 13.717.08-13.9 17.11 of this Agreement shall be binding upon the any sublicensee as if it were a party to this Agreement. Licensee 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 Licensee OXIQUANT shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHSOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 1314. This Such conversion is subject to PHS approval 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 Licensee 4.04 OXIQUANT agrees to forward to PHS OHSU a complete copy of each fully executed sublicense agreement, 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, PHS agrees such direct payment from sublicensee to maintain each OHSU shall cease, and OXIQUANT shall receive payment from the sublicensee pursuant to 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 approval 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by PHS, 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 enter into sublicensing agreements under only grant sublicenses pursuant to a written sublicense agreement with the Licensed Patent Rights, Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such approval will not be unreasonably delayed or withheld, unless sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon of this Section 2.4 (including Section 2.4.2) to the sublicensee. For purposes of clarificationsame extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, PHS agrees that modification of the Sublicensee must be required to comply with all applicable terms and conditions of this Agreement will 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 shall be English. (d) Within [*] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s records and to share with the REGENXBIO Licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval redacted to the sublicense arrangement described in extent that it impairs Licensor’s (or the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations REGENXBIO Licensors’) ability to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to ensure compliance with this Agreement. Licensee further agrees to attach copies ; provided that, if either of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by 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 PHSLicensee shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS[***], the Licensee may enter into sublicensing agreements under the Licensed Patent Rights; provided that (a) the IC shall review and [***] within [***] following the receipt of Licensee’s notice therefor, such approval will not be unreasonably delayed or withheld, unless (b) the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification IC shall [***] of the terms of this Agreement will not be a condition for approval by PHS for sublicense agreement, and (c) if the IC does [***] sublicensing agreement within the [***] period, the IC shall [***] sublicensing agreement and the Licensee shall have the right to enter into such sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the 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 PHS the 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, agreement postmarked within thirty (30) days [***] 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, PHS the IC agrees to maintain each sublicense agreement in confidence.

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 approval by PHS, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will shall not be unreasonably withheld 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 making of any reports under this Agreement, with respect to sales of Products by its Affiliates or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the sublicensees and their compliance with all applicable terms of this Agreement will not be a condition for approval by PHS for Licensee Agreement; (iii) each Affiliate or sublicensee agrees in writing to enter into sublicensing agreements. Licensee shall provide written notice maintain books and records and permit licensor to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval review such books and records pursuant to the relevant provisions; (iv) such sublicense arrangement described agreement requires it to continue in full force and effect in accordance with the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that terms and conditions of the obligations to PHS respective sublicense agreement upon the termination of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5this Agreement, and 13.7-13.9 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 shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach copies of these Paragraphs to all In addition, no sublicense agreements. 4.3 Any sublicenses granted by Licensee Alpharma pursuant to this Section 7.2 shall provide for 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 termination relevant provisions of the sublicenseSections 5.2.8, or the conversion 6.5 and 6.6, and to a license directly between the sublicensees and PHSobserve all other applicable terms, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees . Alpharma shall promptly provide Tris with notice of any sublicense granted pursuant to forward to PHS this Section 7.2, and provide a complete copy of each fully the executed sublicense agreement, postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS agrees agreement to maintain each sublicense agreement in confidenceTris upon its request.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSthe IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. If, such approval will within [***] of IC’s receipt of a proposed sublicense from Licensee, IC has 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. For purposes of clarification, PHS agrees that modification of the terms of this Agreement will not be provided Licensee with a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentencerejection thereof, PHS then IC shall be deemed to have given its approval of such sublicense agreement and Licensee shall be free to enter into such sublicense agreement under the Licensed Patent Rights, subject to the further requirements of Paragraphs 4.2-4.4 of this Agreement. 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 IC. For the avoidance of doubt, the Licensee does not have the right to solely sublicense arrangement described in the notice.Licensed Patent Rights Group F. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the IC 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, PHS the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHS, which approval will not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions . Each sublicense entered into by Licensee which includes rights within a nonexclusive field of use (as set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms Appendix B of this Agreement) under this Agreement will not be shall also include; (i) the joint and concurrent licensing of a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS portion of Licensee's intellectual property rights as described under Article 1.06 above, and/or (ii) rights within an exclusive field of use (as set forth in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10Appendix B of this Agreement) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticethis Agreement. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.210.02, 12.5, 12.05 and 13.713.07-13.9 13.09 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, 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 to. PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully fatly executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, 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 written approval by PHSNIH, Licensee and any sublicensees of 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. For purposes of clarification, PHS NIH agrees that modification of the terms of this Agreement will not be a condition for approval by PHS NIH for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS NIH in the event Licensee or any sublicensee desires to grant a sublicense to a third party to develop or commercialize a License Licensed Product. In the event that PHS NIH does not provide a written objection to Licensee within ten (10) business days of after receiving notice under the preceding sentence, PHS NIH shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 12.5 and 13.7-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to attach 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreementagreement 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, 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 4.01 Upon written approval by PHS, which approval will not be unreasonably withheld, 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. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten thirty (1030) business days of receiving written notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 4.02 Licensee shall notify PHS regarding such sublicenses and agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.1, 10.2, 12.512.05, and 13.713.07-13.9 13.09 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHS, at the option of the sublicensee, PHS upon termination of this Agreement under Article 13. This Such conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHSCulturecom may sublicense the license rights granted to Culturecom under Sections 2.1, Licensee may enter into sublicensing agreements under the Licensed Patent Rights3.1, 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, such approval will not be unreasonably withheld or delayed or withheld(each, unless individually, an “Authorized Sublicensee” and, collectively, the “Authorized Sublicensees”); provided, further, that Culturecom executes a written sublicense agreement with the Authorized Sublicensee (the “Sublicense Agreement”) that protects Transmeta and Transmeta’s intellectual property rights to at least the same degree as the terms and conditions of this Agreement. Without limiting the foregoing, the Sublicense Agreement must: (i) name Transmeta as an express third-party beneficiary thereunder with the right to enforce the terms of the Sublicense Agreement directly against the Authorized Sublicensee; and (ii) contain provisions that protect Transmeta’s Confidential Information in a manner that is consistent, in scope and extent, with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon of Section 9 hereof. Culturecom will be jointly and severally liable with the sublicensee. For purposes of clarification, PHS agrees that modification Authorized Sublicensee for any breach by the Authorized Sublicensee of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Sublicense Agreement. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination As of the sublicenseClosing Date, or the conversion to a license directly between the sublicensees and PHS, at the option Transmeta approves of the sublicenseefollowing as Authorized Sublicensees: Culturecom Holdings, upon termination Ltd., a Bermuda company; TransChina, a Delaware corporation; and TransChina China Ltd., a People’s Republic of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementChina corporation. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of a copy of any sublicense agreement by PHSthe 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS NIH does not provide the Licensee with written rejection thereof within [4*…***…] after the date the NIH receives a written objection to Licensee within ten (10) business days of receiving notice under copy thereof from the preceding sentenceLicensee, PHS the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to the enter into such sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the NIH a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days […***…] of the execution of the agreementAgreement. To the extent permitted by law, PHS 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 by PHSGSK shall have the right to grant sublicenses to (a) Affiliates and/or (b) Third Parties who receive a license to the Licensed Indications, Licensee to the license rights granted to GSK in Section 2.1 above, subject to the following terms and conditions: (a) GSK may enter into sublicensing agreements under grant sublicenses to Affiliates and/or Third Parties: (i) for Exclusive Vaccines [**] provided that the Sublicensee will practice the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless Rights and Licensed Technology only to the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of the terms of extent granted to GSK under this Agreement and GSK and the Sublicensee will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of comply with the remaining provisions of this AgreementSection 2.2. 4.4 Licensee agrees (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 forward the extent granted to PHS 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 complete copy side letter under which the Affiliate Sublicensee will agree to be bound by the terms of this Agreement; and (ii) each fully executed Third Party Sublicensee shall enter into a written 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 agreementagreement 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, postmarked 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 thirty (30) days a [**] after the [**] 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, PHS agrees to maintain each sublicense agreement in confidenceCommission.

Sublicensing. 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements (a) Each Party shall have the right to grant sublicenses under the Licensed Patent Rightslicenses granted to it under Section 3.1(a) and 3.2(a) to Affiliates and, if required for a Third Party to perform its duties (to the extent permitted under the terms and conditions of this Agreement), to Third Parties, solely as necessary to assist a Party in carrying out its responsibilities with respect to the Combined Therapy Study. For the avoidance of doubt, neither BMS nor any of its Affiliates or sublicensees will have the right to g▇▇▇▇ ▇▇▇ any sublicenses, within the OnoTerritory, under the licenses granted to it under Section 3.2. (b) With regard to any such approval will sublicenses under Section 3.1(a) and 3.2(a) permitted and made under this Agreement, (i) such sublicensees, except Affiliates (so long as they remain Affiliates of a Party), shall be subject to written agreements that bind such sublicensees to obligations that are consistent with a Party’s obligations under this Agreement including, but not be unreasonably delayed or withheldlimited to, unless the confidentiality and non-use provisions similar to those set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon Sections 8.2, 8.3, 8.4, 8.5, 8.6 and 8.7 and Article 9, and provisions regarding intellectual property that ensure that the sublicensee. For purposes of clarification, PHS agrees that modification of Parties will have the terms of rights provided under this Agreement will not be a condition for approval to any intellectual property created by PHS for Licensee to enter into sublicensing agreements. Licensee such sublicensee, (ii) each Party shall provide written notice to PHS in the event Licensee desires other of any such sublicense (and obtain written approval for sublicenses to grant a sublicense to a third party to develop Third Parties not contemplated by the Protocol for the Combined Therapy Study or commercialize a License Productotherwise permitted under this Agreement) and (iii) the licensing Party shall remain liable for all actions of its sublicensees. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentenceFor clarity, PHS any agreements with CROs and other contractor/vendors, and Site Agreements and CRO Agreements shall be deemed to have given its approval subject to the sublicense arrangement described provisions of Section 2.1 (and not this Section 3.3(b)). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations Securities and Exchange Commission pursuant to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination Rule 24b-2 of the sublicenseSecurities Exchange Act of 1934, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementas amended. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS8.3.1 Prior to granting a Sublicense of the license granted in Section 8.1, Licensee may enter into sublicensing agreements under Ultragenyx will inform Solid of its intent to grant a Sublicense, the Licensed Patent RightsParties will discuss the same through the JSC and Ultragenyx will reasonably consider Solid’s input with respect to the grant of any such Sublicense. 8.3.2 Each such Sublicense will be consistent with, 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. For purposes of clarification, PHS agrees that modification of 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 be 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 condition for approval 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 PHS for Licensee Solid of a written agreement from an Institution to enter into permit further sublicensing agreements. Licensee (as applicable) with respect to the Licensed Patents that are the subject of the relevant Existing In-License Agreement, Ultragenyx shall provide written notice to PHS in not have the event Licensee desires right to grant a sublicense any Sublicense (other than to a third party Affiliates of such Party and other than as may be agreed in writing by the applicable Institution(s), in each case subject to develop or commercialize a License Productall restrictions on the granting of Sublicenses herein) under such Licensed Patents. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval and to the sublicense arrangement described in extent that an agreement from an Institution permitting further sublicensing to a Third Party is not obtained, then, upon Ultragenyx’s request, Solid shall promptly grant, without further consideration, a direct license to the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that applicable Third Party as Ultragenyx directs, as and to the extent permitted under Solid’s obligations to PHS the applicable Institution, and provided that such direct license is within the scope of Paragraphs 5.1-5.4, Ultragenyx’s licenses granted under Section 8.1, 10.1and provided, 10.2further, 12.5, and 13.7-13.9 [**]. Solid will keep Ultragenyx informed regarding the negotiation of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees agreement under this Section 8.3.3 and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13will consider in good faith Ultragenyx’s reasonable and timely requests and suggestions regarding such agreement. This conversion is subject Solid will provide to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS a complete Ultragenyx an unredacted copy of each fully executed sublicense agreement, postmarked license agreement entered into pursuant to this Section 8.3.3 within thirty (30) days of [**] following the execution of the agreement. To the extent permitted by law, PHS 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 approval, which shall include prior review of any sublicense agreement by PHSthe IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements that grant rights under the Licensed Patent Rights, such approval will not be unreasonably delayed provided that the Licensed Patent Rights are sublicensed together with other patent rights, or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees proprietary technology that modification of the terms of this Agreement will not be a condition for approval is owned or controlled by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeLicensee. 4.2 4.3 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.9-13.9 13.11 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the 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 PHS the IC 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, PHS the 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 written approval 2.5.1 The license granted pursuant to Section 2.1 and, if applicable, Section 2.2.2, is sublicensable by PHS, 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 enter into sublicensing agreements under only grant sublicenses pursuant to a written sublicense agreement with the Licensed Patent Rights, Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such approval will not be unreasonably delayed or withheld, unless sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon of this Section 2.5 (including Section 2.5.2) to the sublicensee. For purposes of clarificationsame extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, PHS agrees that modification of the Sublicensee must be required to comply with the terms and conditions of this Agreement will 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 shall be English. (d) Within * * * after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s records and to share with the REGENXBIO Licensors. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee, but such copy shall not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval redacted to the sublicense arrangement described in extent that it impairs Licensor’s (or the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations REGENXBIO Licensors’) ability to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to ensure compliance with this Agreement. Licensee further agrees to attach copies ; provided that, if either of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by 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 PHSLicensee shall provide such complete, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementunredacted copy. 4.4 Licensee agrees to forward to 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, PHS 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 approval by PHSconsent of the Licensor, not to be unreasonably withheld, subject to: (a) the Licensee may enter into sublicensing agreements 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 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 Licensed Patent Rightssublicense agreement not materially conflicting with any terms in this Agreement. 4.2 Notwithstanding Section 4.1, such approval the Licensor’s consent will not be unreasonably delayed required if: (a) the proposed Sublicensee has a market capitalization, or withheldin the case of a private company, unless shareholders equity, of $1 billion (Canadian funds) or more; or (b) the provisions set forth Licensee has, prior to or at the time of granting such sublicense, conducted financing or other activities that have resulted in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes receipt by the Licensee of clarificationat least $10 million (Canadian funds). 4.3 With respect to any sublicense agreement requiring the Licensor’s consent under Section 4.1, PHS agrees that modification the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the terms of this Agreement Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be a condition 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 approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense purposes of this Section 4.4, each reference therein to a third party to develop “sublicense” or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS “Sublicensee” shall be deemed to have given its approval be a reference to the sublicense arrangement described in the noticea “sub-sublicense” or a “sub-sublicensee”, respectively). 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations 4.5 Prior to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each any sublicense agreement and sub-sublicense agreement under this Article 4.0, the Licensee shall demonstrate to the 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 confidencerespect 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 such sublicense agreement and sub-sublicense agreement to Licensor prior to execution.

Sublicensing. 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements BSP shall have the right to grant sublicenses to Affiliates and to Third Parties with respect to the rights licensed to BSP under the Licensed Patent Rights, 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 approval will not Sublicense shall refer to this Agreement and shall 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. For purposes of clarification, PHS agrees that modification of subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit 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 will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in and the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days performance of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5Sublicensees hereunder, and 13.7-13.9 shall cause such Sublicensee to enable BSP to comply with all applicable terms and conditions of this Agreement Agreement; 5.2.4 each Sublicense shall be binding terminate immediately 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, 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 PHS approval 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 contingent upon acceptance by the sublicensee terms and conditions of such Sublicense agreement are consistent with the remaining provisions 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 grants 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). 4.4 Licensee agrees 5.2.6 For purposes of clarity, where BSP retains a Third Party contractor to forward perform any activity permitted under this Agreement as provided in Section 2.3.9, where such activity is to PHS a complete copy be performed at the direction and control and for the sole benefit of each fully executed sublicense agreementBSP under any of BSP’s have made, postmarked within thirty (30) days have used, have sold, have offered for sale or have imported rights granted herein, such retention of the execution Third Party contractor is not a Sublicense within the meaning of this Section 5.2 but is considered an activity of BSP under the agreementlicense granted in Section 5.1. To [***] Certain information in this document has been omitted and filed separately with the extent permitted by law, PHS agrees Securities and Exchange Commission. Confidential treatment has been requested with respect to maintain each sublicense agreement in confidencethe omitted portions.

Sublicensing. 4.1 Upon written approval by PHSTakeda shall have the right to 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 […***…] with respect to the rights licensed to Takeda under Section 6.1 to any Third Party […***…] of Orexigen, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will which shall not to 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. For purposes of clarificationconditioned, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Productdelayed. In the event that PHS does not provide Orexigen consents to the grant of such a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentenceSublicense, PHS such Sublicense shall be deemed granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to have given 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 approval 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 sublicense arrangement described in Sublicensee than, the notice.corresponding terms and conditions of this Agreement; 4.2 Licensee agrees that 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 PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 performance of this Agreement and the performance of its Sublicensees hereunder, and shall be binding 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 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, 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 PHS approval and contingent upon acceptance by 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 sublicensee of the remaining provisions of this Agreementcase may, be with respect to Takeda’s Affiliates. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS4.01 LICENSEE may sublicense the rights granted in Section 3.01, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, provided that 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. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS sublicenses shall be deemed at least as favorable to have given its approval to CHOP as the sublicense arrangement described in the noticepresent AGREEMENT. 4.2 Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 CHOP of this Agreement AGREEMENT shall be binding upon the sublicensee SUBLICENSEE as if it were a party to this AgreementAGREEMENT. Licensee LICENSEE further agrees to attach copies of these Paragraphs this AGREEMENT to all sublicense agreementsAGREEMENTS. 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 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 PHSCHOP, at the option of the sublicensee, CHOP upon termination of this Agreement AGREEMENT under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement14. 4.4 Licensee 4.04 LICENSEE agrees to forward to PHS CHOP a complete copy of each fully executed sublicense agreement, 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, PHS 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 approval approval, which shall include prior review of any sublicense agreement by PHSthe 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, . Any such approval will not sublicense shall 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. For purposes of clarification, PHS agrees that modification of on terms and conditions consistent with the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeAgreement. 4.2 The Licensee agrees that any sublicenses sublicense(s) granted by it shall provide that the obligations to PHS the 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, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee 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 PHSthe IC, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the 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 PHS the IC a complete copy of each fully executed sublicense agreementagreement 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, PHS the 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 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 approval agreement that is at least as protective of TISICS, 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 written notice of such sub-license being given to TISICS). ESLR1 Sublicensees shall not have the right to grant any further sublicenses under any such sublicense granted by PHSESLR1. The terms of the agreement 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, Licensee may enter into sublicensing agreements for example, under the Licensed Patent RightsComposite Field License Agreement or Other Fields License Agreement) outside the PV Field. Subject to Section 2.5, 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. For purposes any purchaser of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS SiC Fiber in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentencePV Field shall, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions operation of this Agreement. 4.4 Licensee agrees , receive the right to forward to PHS a complete copy of each fully executed sublicense agreementsell, postmarked within thirty (30) days offer for sale, resell, offer for resale, import and otherwise use such SiC Fiber in the 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, PHS agrees to maintain each sublicense agreement in confidencePV Field from ESLR1 or a ESLR1 Sublicensee.

Sublicensing. 4.1 Upon Takeda shall have the right to 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 approval by PHSconsent of Orexigen, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will which shall not to 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. For purposes of clarificationconditioned, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Productdelayed. In the event that PHS does not provide Orexigen consents to the grant of such a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentenceSublicense, PHS such Sublicense shall be deemed granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to have given 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 approval 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 sublicense arrangement described in Sublicensee than, the notice.corresponding terms and conditions of this Agreement; 4.2 Licensee agrees that 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 PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 performance of this Agreement and the performance of its Sublicensees hereunder, and shall be binding 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 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, 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 PHS approval and contingent upon acceptance by 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 sublicensee of the remaining provisions of this Agreementcase may, be with respect to Takeda’s Affiliates. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS5.1. The license granted in this Agreement includes the right of Licensee to grant sublicenses to third parties during the Term. With respect to sublicense granted pursuant to Article 5, Licensee may enter into sublicensing agreements 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 Licensed Patent Rightsexpress written consent of Foundation; (b) to the extent applicable, such approval 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, which consent will not be unreasonably delayed withheld; (d) promptly provide Foundation with a copy of each sublicense issued; and (e) use commercially reasonable efforts to collect all payments due, directly or withheldindirectly, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarificationto Foundation from Sublicensees and summarize and deliver all reports due, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee directly or indirectly, to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeFoundation from Sublicensees. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement5.2. Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon Upon termination of this Agreement under Article 13for any reason, Foundation, at its sole discretion, will determine whether Licensee will cancel or assign to Foundation any and all sublicense agreements. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to PHS will include 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, PHS agrees to maintain 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 approval approval, which shall include prior review of any sublicense agreement by PHSthe IC 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 Rights only when it concurrently licenses proprietary or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicenseein-licensed intellectual property rights. For purposes the avoidance of clarificationdoubt, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection have the right to Licensee within ten (10) business days of receiving notice under solely sublicense the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeLicensed Patent Rights. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement.. A-256-2020 ▇-▇▇▇-▇▇▇▇-▇ ▇▇▇ Patent License Agreement Nonexclusive – Sublicensable CONFIDENTIAL 4.4 The Licensee agrees to forward to PHS the IC 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, PHS the IC agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee may enter into sublicensing agreements under the Licensed Patent Rights with Affiliates of Licensee, and Paragraph 4.1 and the sublicense royalty obligation specified in Paragraph V of Appendix C of this Agreement shall not apply to such Affiliate sublicense(s).

Sublicensing. 4.1 Upon written approval by PHSapproval, [***] 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS IC does not provide a the Licensee with written objection to Licensee rejection thereof within ten (10) business days of receiving notice under [***], the preceding sentence, PHS IC shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to the enter into such sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs 5.1-5.45.1‑5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the 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 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, PHS the 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 approval, which shall include prior review of any sublicense agreement by PHSthe IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements granting and authorizing sublicenses under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless ; provided that if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS IC does not provide a written objection to Licensee response within ten (10) business days [***] of its receiving notice under such sublicense agreement, then the preceding sentence, PHS IC shall be deemed to have given consented to such sublicense agreement. The Licensee may also exercise its approval to rights and fulfill its obligations hereunder through one or more Affiliates, provided that Licensee shall be and remain responsible for the sublicense arrangement described in the noticeacts 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 PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this AgreementSublicensee. The Licensee further agrees to attach copies of the obligations corresponding to these 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 PHSthe IC, at the option of the sublicenseeSublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and IC approval, which shall not be unreasonably withheld or delayed, contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the IC a complete copy of each fully executed agreement granting a sublicense agreementunder the Licensed Patent Rights, postmarked within thirty (30) days [***] of the execution of the agreement. To the extent permitted by law, PHS the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSNIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval . These sublicenses will not have a further right of sublicense and must be unreasonably delayed or withheldgranted 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 sublicensee with the demonstrated commitment, unless ability, and readiness to use the provisions set forth sublicense but in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee no instance shall provide written notice to PHS in the event Licensee desires to grant a sublicense to be issued for use in a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice country under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeGovernment sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, and 13.7-13.9 of this Agreement shall be binding 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 PHSNIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to 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, PHS the NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements 2.2.1 LICENSEE will have the right to sublicense its rights under the Licensed Patent RightsLicense to LICENSEE Affiliates and to Third Parties only with Council’s prior written consent, such approval consent not to be unreasonably withheld, conditioned or delayed. The terms of any sublicense permitted under the foregoing sentence will be set forth in a written agreement and fully consistent with the terms of this Agreement, including in the case of any sublicensee obtaining sublicense rights to Commercialize any Licensed Product, that such writing incorporates the terms of Sections 10.2.1, 12.4 and Article XI. With respect to all sublicenses granted under this Agreement, for purposes of determining whether any breach has occurred under this Agreement, the acts and omissions in relation to this Agreement of any sublicensee of LICENSEE hereunder will be attributable to LICENSEE as though taken or omitted by LICENSEE, itself, (ii) LICENSEE will be jointly and severally liable for any damage arising out of the acts or omissions of any of LICENSEE’s sublicensees of the LICENSEE’s licensed rights hereunder and (iii) LICENSEE will remain obligated to perform LICENSEE’s own obligations under this Agreement. 2.2.2 Any sublicense under the License will automatically terminate upon any termination of the License. 2.2.3 No sublicensee of LICENSEE under the License will have the right to further sublicense its rights under any such sublicensing arrangement without the prior written consent of the Council, which consent will not be unreasonably delayed withheld or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticedelayed. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any Sublicense agreement by PHSthe NIAID and which shall not be unreasonably withheld, the Licensee may enter into sublicensing Sublicense agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed Rights only when it concurrently licenses proprietary or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicenseein-licensed intellectual property rights. For purposes the avoidance of clarificationdoubt, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection have the right to Licensee within ten (10) business days of receiving notice under solely Sublicense the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeLicensed Patent Rights. 4.2 The Licensee agrees that any sublicenses Sublicense granted by it shall provide that the obligations to PHS the NIAID of Paragraphs 5.1-5.4, 5.2, 8.1-8.4, 10.1, 10.210.3, 12.5, and 13.713.8-13.9 of this Amended and Restated Agreement shall be binding 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 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 PHSthe NIAID, at the option of the sublicensee, upon termination of this Amended and Restated Agreement under Article 13. This conversion is subject to PHS the NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Amended and Restated Agreement. 4.4 Licensee agrees to forward to PHS the NIAID a complete complete, copy of each fully executed sublicense agreement, Sublicense agreement postmarked within thirty (30) [***] days of the execution of the such Sublicense agreement. To the extent permitted by law, PHS the NIAID agrees to maintain each sublicense Sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHSExcept as otherwise provided in this Section 4.1.3, Licensee may enter into sublicensing agreements AstraZeneca shall have the right to grant sublicenses under the Licensed Patent Rights, rights granted in Section 4.1.1 through multiple tiers of Sublicensees; provided that: (a) any 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. For purposes of clarification, PHS agrees that modification of sublicense is consistent with and subject to the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee (including this Article 4) and shall terminate automatically upon termination of the corresponding license hereunder; (b) AstraZeneca shall provide written notice to PHS Targacept of any such sublicense and provide copies to Targacept (and, in the event Licensee desires to grant case of a sublicense to a third party Targacept Technology licensed by USFRF to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice Targacept under the preceding sentenceUSFRF Agreement, PHS to USFRF) of each such sublicense (with confidential and financial information redacted) promptly after the execution thereof; and (c) AstraZeneca shall not be deemed relieved of its obligations pursuant to have given its approval this Agreement as a result of such sublicense except to the sublicense arrangement described in extent satisfactorily performed by such Sublicensee. Notwithstanding the notice. 4.2 Licensee agrees that foregoing or any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions other provision of this Agreement. 4.4 Licensee agrees , except as provided in Section 7.12.1(d) and except for sublicenses granted to forward Affiliates of AstraZeneca, neither AstraZeneca nor any Sublicensee shall have the right to PHS a complete copy of each fully executed sublicense agreement, postmarked within thirty (30) days grant sublicenses under any of the execution rights and licenses granted in Section 4.1.1 in ******** 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 agreement. To Targacept Technology licensed by USFRF to Targacept under the extent permitted by law, PHS agrees to maintain each sublicense agreement in confidenceUSFRF Agreement.

Sublicensing. 4.1 4.01 Upon written approval by PHSOHSU, which approval will not be unreasonably withheld, 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. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS OHSU of Paragraphs 5.15.01, 5.02, 8.01, 10.01, 10.02, 12.01-5.4, 8.1, 10.1, 10.2, 12.512.05, and 13.713.01-13.9 13.10 of this Agreement shall be binding upon the 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the such sublicensees and PHSOHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. This Such conversion is subject to PHS OHSU approval and contingent upon acceptance by the sublicensee of the any remaining provisions of this AgreementAgreement required by OHSU. 4.4 4.05 Licensee agrees to forward to PHS OHSU a complete copy of each fully executed sublicense agreement, 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, PHS 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 6.1 LICENSEE shall notify DUKE in writing of every sublicense agreement and each amendment thereto within thirty days after their execution, and indicate the name of the SUBLICENSEE, the territory of the sublicense, 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. Upon request, LICENSEE shall provide DUKE with a copy of sublicense agreements, which LICENSEE may redact in its reasonable discretion to protect the 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 under this Agreement, without the express prior written approval 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 PHSArticle 9 below; and (c) contain provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted by the LICENSEE in the following Paragraphs: 4.4 (duty to keep records), Licensee may enter into sublicensing agreements 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 Licensed Patent RightsPATENT RIGHTS shall, to the extent provided in such approval will not be unreasonably delayed or withheldsublicense, unless the provisions set forth remain in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall 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 sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses rights granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of under this Agreement shall be binding upon and (b) LICENSEE remains responsible for all other obligations thereunder to the sublicensee as if it were a party extent applicable to LICENSEE and in excess of DUKE’s obligations under this Agreement. Licensee further agrees If any terms of such sublicense agreements fail to attach copies comply with the requirements of these Paragraphs Article 6 herein relating to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide for the termination of the sublicensesublicensing, or are otherwise inconsistent with this Agreement, and DUKE provides notice thereof to SUBLICENSEE such terms will be renegotiated between DUKE and the conversion SUBLICENSEE; provided, such sublicense will remain in effect pending resolution and mutual agreement upon of such renegotiated terms. Any sublicense executed by LICENSEE must contain language to a license directly between implement this Paragraph 6.4 in order for any SUBLICENSEE to enjoy the sublicensees and PHS, at the option of the sublicensee, upon termination benefits of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementParagraph 6.4. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements BSP shall have the right to grant sublicenses to Affiliates and to Third Parties with respect to the rights licensed to BSP under the Licensed Patent Rights, 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 approval will not Sublicense shall refer to this Agreement and shall 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. For purposes of clarification, PHS agrees that modification of subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit 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 will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in and the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days performance of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5Sublicensees hereunder, and 13.7-13.9 shall cause such Sublicensee to enable BSP to comply with all applicable terms and conditions of this Agreement Agreement; 5.2.4 each Sublicense shall be binding terminate immediately 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, 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 PHS approval 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 [***] Certain information in this document has been omitted and contingent upon acceptance by filed separately with the sublicensee Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. manner consistent with this Agreement, and the terms and conditions of such Sublicense agreement are consistent with the remaining provisions 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 grants 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). 4.4 Licensee agrees 5.2.6 For purposes of clarity, where BSP retains a Third Party contractor to forward perform any activity permitted under this Agreement as provided in Section 2.3.9, where such activity is to PHS a complete copy be performed at the direction and control and for the sole benefit of each fully executed sublicense agreementBSP under any of BSP’s have made, postmarked within thirty (30) days have used, have sold, have offered for sale or have imported rights granted herein, such retention of the execution Third Party contractor is not a Sublicense within the meaning of this Section 5.2 but is considered an activity of BSP under the agreement. To the extent permitted by law, PHS agrees to maintain each sublicense agreement license granted in confidenceSection 5.1.

Sublicensing. 4.1 Upon written approval by PHS, Licensee may enter into sublicensing agreements sublicense the rights granted to it under Section 2.1 (i.e., absent Licensor’s express prior written consent, no sublicensee will have any further right to grant sublicenses) to third party sublicensees, so long as: (a) the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth sublicense is royalty-bearing and in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes of clarification, PHS agrees that modification of writing; (b) the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in agreement are consistent with the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, terms and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions conditions of this Agreement. 4.4 , including, without limitation, Section 7.7; (c) the sublicense was negotiated by Licensee agrees in good faith, for a proper commercial purpose and on reasonable arm’s-length commercial terms; (d) the sublicense agreement names the Licensors as third-party beneficiaries thereof; (e) the sublicensee has, or has the ability to forward acquire, adequate resources (including scientific, technical and financial) to PHS perform its obligations under such sublicense, as reasonably determined by Licensee at the time of entry into the sublicense; and (f) a complete complete, confidential copy of each fully executed the sublicense agreement, postmarked agreement and any amendments thereto are provided to the Licensors within thirty (30) days of the execution of the agreement. To the extent permitted by law, PHS 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 approval approval, which shall include prior review of any sublicense agreement by PHSthe IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements granting and authorizing sublicenses under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless ; provided that if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS IC does not provide a written objection to Licensee response within ten (10) [***] business days of its receiving notice under such sublicense agreement, then the preceding sentence, PHS IC shall be deemed to have given consented to such sublicense agreement. The Licensee may also exercise its approval to rights and fulfill its obligations hereunder through one or more Affiliates, provided that Licensee shall be and remain responsible for the sublicense arrangement described in the noticeacts 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 PHS of Paragraphs 5.1-5.45.1‑5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this AgreementSublicensee. The Licensee further agrees to attach copies of the obligations corresponding to these 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 PHS, at the option of the sublicensee, IC upon termination of this Agreement under Article 13. This conversion is subject to PHS 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 PHS the IC a complete copy of each fully executed agreement granting a sublicense agreement, under the Licensed Patent Rights postmarked within thirty (30) [***] days of the execution of the agreement. To the extent permitted by law, PHS the 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 approval, which shall include prior review of any sublicense agreement by PHSPHS and which shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless Rights subject to the provisions terms set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon this Article 4. PHS shall review the sublicenseesublicense [***] from the date of receipt by PHS. For purposes Otherwise, the approval of clarification, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeconsidered reached. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement Agreement, as such provisions relate to sublicensees, shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval approval, not to be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, 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 Licensee will not grant sublicenses (including cross-licenses) of the Technology and any Improvements, without the prior written approval by PHSconsent of the Licensor, not to be unreasonably withheld, subject to: (a) the Licensee may enter into sublicensing agreements 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 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 Licensed Patent Rightssublicense agreement not materially conflicting with any terms in this Agreement. 4.2 Notwithstanding Section 4.1, such approval the Licensor’s consent will not be unreasonably delayed required if: (a) the proposed Sublicensee has a market capitalization, or withheldin the case of a private company, unless shareholders equity, of $1 billion (Canadian funds) or more; or (b) the provisions set forth Licensee has, prior to or at the time of granting such sublicense, conducted financing or other activities that have resulted in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. For purposes receipt by the Licensee of clarificationat least $10 million (Canadian funds). 4.3 With respect to any sublicense agreement requiring the Licensor’s consent under Section 4.1, PHS agrees that modification the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the terms of this Agreement Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be a condition 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 approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense purposes of this Section 4.4, each reference therein to a third party to develop “sublicense” or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS “Sublicensee” shall be deemed to have given its approval be a reference to the sublicense arrangement described in the noticea “sub-sublicense” or a “sub-sublicensee”, respectively). 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations 4.5 Prior to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each any sublicense agreement and sub-sublicense agreement under this Article 4.0, the Licensee shall demonstrate to the Licensor that such sublicense and sub-sublicense, as the case may be, complies with the requirements set out in confidenceSection 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 such sublicense agreement and sub-sublicense agreement to Licensor prior to execution.

Sublicensing. 4.1 Upon written approval by PHSSubject to Modulant’s compliance with the terms and conditions of this Agreement, Licensee may enter into sublicensing agreements Modulant shall have the right to grant Sublicenses to third parties under the Licensed Patent Rightslicense 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 performance and compliance of its Sublicensees, and will be responsible hereunder for the acts or omissions of such approval will not be unreasonably delayed Sublicensees to the same extent as if Modulant had directly engaged in such act or withheldomission; (iii) Each Sublicense shall include confidentiality, unless the 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 Modulant) of this Agreement, which also shall state that the NorthStrive Indemnitees (as defined in Paragraph 4.2 below Section 10) are not included and/or otherwise made binding upon intended third party beneficiaries of such Sublicense agreement for the sublicensee. For purposes purpose of clarificationenforcing such indemnification; (c) a provision clarifying that, PHS agrees in the event of termination of the license rights granted in Sections 3.1 and 3.3 (in whole or in part (e. g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license (subject to the Sublicensee’s rights under Section 12.4(iv)); (d) a provision further clarifying that modification in the event of termination of the 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 will not be which derive from Section 3.1.2 of the Head License); and (iv) Modulant shall furnish to NorthStrive a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee fully executed copy of each Sublicense agreement, including all amendments thereto, within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeafter execution. 4.2 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHS, Licensee and Sublicensee 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. For purposes of clarificationNotwithstanding anything else stated herein, PHS agrees acknowledges that modification this Agreement does not terminate, alter or supersede the Sublicensee Agreement that existed and continues to exist between Licensee and Sublicensee, and listed in Appendices G and H respectively, pursuant to Section 1.02 of this Agreement. PHS hereby approves the terms Sublicensee Agreement in the event of termination of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeArticle 13. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.45.01–5.04, 8.18.01, 10.19.02, 10.210.01, 12.510.02, 12.05, and 13.713.07-13.9 13.09 of this Agreement shall be binding upon the sublicensee 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 Licensee shall provide for the termination of the sublicense, sublicense or the conversion to a license directly between the sublicensees such sublicensee(s) and PHS, 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 PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSNIAID, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval . These sublicenses will not have a further right of sublicense and must be unreasonably delayed or withheldgranted 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 sublicensee with the demonstrated commitment, unless ability, and readiness to use the provisions set forth sublicense but in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee no instance shall provide written notice to PHS in the event Licensee desires to grant a sublicense to be issued for use in a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice country under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeGovernment sanction. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIAID of Paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.512.6, and 13.7-13.9 of this Agreement shall be binding 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 PHSNIAID, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the NIAID approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS NIAID 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, PHS the NIAID agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of any sublicense agreement by PHSthe NIH and which shall not be unreasonably withheld or delayed, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 4 of 28 Final Lion Biotechnologies, such approval will not be unreasonably delayed or withheldInc. February 2, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice.2015 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval the NIH approval, which will not be unreasonably 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 PHS the NIH 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, PHS the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 4.01 Upon written approval by PHS, Licensee which approval will not be unreasonably withheld or delayed, LICENSEE may enter into sublicensing agreements under the Licensed Patent RightsLICENSED PATENT RIGHTS, provided that if LICENSEE has not received any written response from PHS within twenty (20) days of PHS's receipt of LICENSEE's written submission of a sublicense for approval, 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. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticebeen given. 4.2 Licensee 4.02 LICENSEE agrees that any sublicenses granted by it shall will provide that the obligations to PHS of Paragraphs 5.15.01-5.45.04, 8.18.01, 10.110.01, 10.2, 12.512.05, and 13.713.06-13.9 13.07 of this Agreement AGREEMENT shall be binding upon the sublicensee sublicense as if it were a party Party to this AgreementAGREEMENT. Licensee LICENSEE further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 4.03 Any sublicenses granted by Licensee LICENSEE shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees such sublicenses and PHS, at the option of the sublicenseesublicense, upon termination of this Agreement AGREEMENT under Article 13. This Such conversion is subject to PHS approval, such approval not to be unreasonably withheld or delayed, and contingent upon acceptance by the sublicensee sublicense of the remaining provisions of this AgreementAGREEMENT. 4.4 Licensee 4.04 LICENSEE agrees to forward to 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, PHS agrees to maintain each such sublicense agreement agreements in confidence.

Sublicensing. 4.1 Upon written approval by PHSThe Licensee shall notify the IC in writing of its intent to sublicense, after which Licensee may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed Rights only when it concurrently licenses proprietary or withheld, unless the provisions set forth in-licensed intellectual property rights controlled by Licensee in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicenseeconnection with Licensed Products or Licensed Processes. For purposes the avoidance of clarificationdoubt, PHS agrees that modification of the terms of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection have the right to Licensee within ten (solely sublicense the Licensed Patent Rights. 15A-084-2017; L-1242017/0 NIH Patent License Agreement Nonexclusive – Sublicensable Model 10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice.-2015 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the IC of Paragraphs paragraphs 5.1-5.4, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of this Agreement shall be binding 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 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 PHSthe IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to PHS the IC a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days [**] 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, PHS the IC agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval by PHSAmgen and its Affiliates may grant Sublicenses of any Exclusive License through multiple tiers of Sublicenses to one or more Sublicensees. Each such Sublicense will be consistent with, 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. For purposes of clarification, PHS agrees that modification of the terms of this Agreement and will not be require such Sublicensee to comply with all applicable terms of this Agreement. Amgen will, as soon as reasonably practicable thereafter (and in any event within [***]), provide Generate with a condition for approval by PHS for Licensee notice of executed Sublicense with a Third Party Sublicensee, providing Generate the identity of the Sublicensee and the Collaboration Target which is the subject of the Sublicense; however, in the instance any Sublicense includes a sublicense of rights granted to enter into sublicensing agreements. Licensee Generate under a Collaboration In-License Agreement, Amgen shall provide written notice to PHS in Generate copy of each 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)), provided, for clarity that Amgen shall have no obligation to provide Generate with any copy of any Subcontractor agreement. Each Sublicense will contain the event Licensee desires to grant following provisions: (a) a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the notice. 4.2 Licensee agrees that any sublicenses granted by it shall provide requirement that the obligations to PHS Sublicensee comply with the confidentiality and non-use provisions of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 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 binding upon the sublicensee as if it were a party made or records required to 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 applicable. Licensee further agrees Notwithstanding any Sublicense, Amgen will remain primarily liable to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by Licensee shall provide Generate for the termination performance of all of Amgen’s obligations under, and responsible for each Sublicensee’s compliance with the sublicenseapplicable terms of, or the conversion to a license directly between the sublicensees and PHS, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 Licensee agrees to forward to 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, PHS agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval approval, which shall include prior review of a copy of any sublicense agreement by PHSthe 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, such approval will not be unreasonably delayed or withheld, unless if the provisions set forth in Paragraph 4.2 below are not included and/or otherwise made binding upon the sublicensee. 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 enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS NIH does not provide the Licensee with written rejection thereof within […***…] after the date the NIH receives a written objection to Licensee within ten (10) business days of receiving notice under copy thereof from the preceding sentenceLicensee, PHS the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to the enter into such sublicense arrangement described in the noticeagreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.713.8-13.9 13.10 of this Agreement shall be binding 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 PHSthe NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to PHS A-265-2013 NIH 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 PHS the NIH 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, PHS 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 4.01 Upon written approval by PHS, Licensee and Sublicensee 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. For purposes of clarificationNotwithstanding anything else stated herein, PHS agrees acknowledges that modification this Agreement does not terminate, alter or supersede the Sublicensee Agreement that existed and continues to exist between Licensee and Sublicensee, and listed in Appendices G and H respectively, pursuant to Section 1.02 of this Agreement. PHS hereby approves the terms Sublicensee Agreement in the event of termination of this Agreement will not be a condition for approval by PHS for Licensee to enter into sublicensing agreements. Licensee shall provide written notice to PHS in the event Licensee desires to grant a sublicense to a third party to develop or commercialize a License Product. In the event that PHS does not provide a written objection to Licensee within ten (10) business days of receiving notice under the preceding sentence, PHS shall be deemed to have given its approval to the sublicense arrangement described in the noticeArticle 13. 4.2 4.02 Licensee agrees that any sublicenses granted by it shall provide that the obligations to PHS of Paragraphs 5.1-5.45.0l-5.04, 8.18.01, 10.19.02, 10.210.01, 12.510.02, 12.05, and 13.713.07-13.9 13.09 of this Agreement shall be binding upon the sublicensee 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 Licensee shall provide for the termination of the sublicense, sublicense or the conversion to a license directly between the sublicensees such sublicensee(s) and PHS, 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 PHS approval and contingent upon acceptance by the sublicensee Sublicensee of the remaining provisions of this Agreement. 4.4 4.04 Licensee agrees to forward to PHS a complete copy of each fully executed sublicense agreement, agreement postmarked within thirty (30) days of the execution of the such agreement. To the extent permitted by law, PHS agrees to maintain each such sublicense agreement in confidence.