Common use of Sublicensing Clause in Contracts

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) 2.4.1 Upon the effectiveness of each Grant Date and the rights granted pursuant to it under Clause 2.1 above Section 2.1.4, Licensee’s rights to sublicense will be limited to the specific Licensed Indication covered by such license. The license granted pursuant to Section 2.1.4 (if and when effective) is sublicensable by Licensee to any person Affiliates or Third Parties; provided that any such sublicense must comply with similar or greater financial resources and expertise as Corvus, provided such person 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 grant sublicenses ***]* only pursuant to a written sublicense agreement with the Sublicensee. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement; provided that nothing shall prevent Licensee from granting sublicenses of more limited scope than Licensee’s rights, e.g. in a more limited territory, field of use, or term. (c) The official language of any sublicense agreement shall be English. (d) Within **** after entering into a Sublicensee wishes sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s records and to grant share with Licensor’s licensors under the Existing Licenses. 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 any of its licensors’) ability to ensure compliance with this Agreement; provided that, if any of Licensor’s licensors require a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable [remain ***] Certain information * to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus Agreement as a result of such act or omission. 2.4.3 Any sublicense agreement granted by Licensee hereunder to a Third Party shall be responsible for such breach regardless survive termination of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent this Agreement in accordance 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 executionSection 6.6.2. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Takeda shall be entitled have the right to sublicense (including grant sublicenses through multiple tiers) tiers with respect to the rights granted licensed to it Takeda under Clause 2.1 above Section 6.1 to any person Affiliate of Takeda solely in accordance with similar or greater financial resources and expertise as Corvus, provided such person is Sections 6.2.1 through 6.2.5. Takeda [***]. If Corvus or a Sublicensee wishes ] with respect to grant a sublicense the rights licensed to Takeda under Section 6.1 to any person Third Party [***] of Orexigen, 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 withheld, conditioned, or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or more sublicenses pursuant through the activities of its Sublicensee) to Clause 2.2.1, Corvus shall remain responsible for 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 shall cause each Sublicensee to comply with the 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 conditions substantially similar to, or less favorable to the omitted portions. Sublicensee than, the corresponding terms and conditions of this Agreement. If ; 6.2.3 promptly after execution of the acts or omissions Sublicense, and specifically excluding any sublicenses granted to an Affiliate of any Sublicensee cause Corvus Takeda, Takeda shall provide a complete and correct copy of such Sublicense to be in breach Orexigen; 6.2.4 Takeda shall remain responsible for the performance of this AgreementAgreement and the performance of its Sublicensees hereunder, Corvus and shall be responsible for cause such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent to enable Takeda to comply with and expressly made subject to the all applicable terms and conditions of this Agreement. Corvus ; and 6.2.5 each Sublicense shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In terminate immediately upon the event of termination of this Agreement: Agreement (a) by Corvus pursuant to Clause 12.2.1 (material breach) in whole or Clause 12.3 (termination at will) , only with respect to any Vernalis Licensed Compound or Licensed Productthe rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense granted by Corvus pursuant or sublicensee, as the case may, be with respect 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 [***]. Any such [***]Takeda’s Affiliates.

Sublicensing. 2.2.1 Corvus shall 2.6.1 The research license granted pursuant to Section 2.1 is sublicensable by Licensee (a) to Affiliates of Licensee and (b) to one Third Party Collaborator with respect to each Disease Indication; any other sublicenses to Third Party Collaborators or Third Parties of the research license granted pursuant to Section 2.1 requires Licensor’s prior written consent, which consent may not be entitled unreasonably withheld, conditioned, or delayed. The license granted, if applicable, pursuant to Section 2.3.4 is sublicensable by Licensee to any Affiliates or Third Parties. Any sublicense of the rights under this Section 2.6, whether to an Affiliate or Third Party and whether relating to a sublicense of rights under Section 2.1 or 2.3.4, must comply with the provisions of this Section 2.6 (including Section 2.6.2). 2.6.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may grant a sublicense to an Affiliate of Licensee; provided that (i) such sublicense must comply with the terms of this Section 2.6.2 (except to the extent such terms are limited to Third Party Sublicensees), including through multiple tiersbeing granted pursuant to a written agreement and requiring the Sublicensee to comply with the applicable terms and conditions of this Agreement; (ii) Licensee must provide Licensor with written notice of any such sublicense within [***] after entering into a sublicense, which notice will identify the Affiliate, the applicable Disease Indication, and the scope of the rights granted sublicensed; (iii) such sublicense must only remain in effect for as long as such sublicensee remains an Affiliate of Licensee; and (iv) without limiting Section 2.6.2(f) below, Licensee will be responsible for CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any and all obligations of any such Affiliate as if such Affiliate were “Licensee” hereunder. If either of the ReGenX Licensors requires additional information, including a copy of the sublicense agreement, Licensee shall provide such information, including such copy, to it Licensor. (b) Licensee may only grant sublicenses pursuant to a written sublicense agreement with the Sublicensee. Licensee may grant a direct Sublicensee (as defined in Section 1.30(i) only) of the rights under Clause 2.1 above Section 2.3.4 the right to any person with similar or greater financial resources and expertise as Corvus, provided such person is grant further sublicenses [***]. If Corvus or a Sublicensee wishes For the avoidance of doubt, any further sublicenses granted by any Sublicensees must comply with the provisions of this Section 2.6 (including Section 2.6.2) to grant the same extent that Licensee would have to comply if Licensee were granting a sublicense directly to any person which does not meet a Third Party (including 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 sublicense and to which any further tiers obligation of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In requiring the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement and providing Licensor with a copy of the sublicense). For clarity, Licensee is entitled to grant to a Sublicensee a sublicense with respect to any or all of the Disease Indications. (c) In each sublicense agreement, (i) the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed, except to the extent that such terms and conditions do not relate to the specific rights granted to the Sublicensee pursuant to this Agreement (e.g., obligations related to a Disease Indication that has not been sublicensed); and (ii) if such Sublicensee is a Third Party, such Sublicensee must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (d) The official language of any sublicense agreement shall be English. (e) Within [***] Certain information after entering into a sublicense with a Third Party Sublicensee, Licensor must receive a copy of the sublicense written in this document has been omitted the English language for Licensor’s records and filed separately to share with the Securities and Exchange CommissionReGenX Licensors. Confidential treatment has been requested with respect The copy of the sublicense may be redacted to exclude confidential information of Licensee or the applicable Sublicensee, but such copy shall not be redacted to the omitted portions. terms and conditions extent that it impairs Licensor’s (or the ReGenX Licensors’) ability to ensure compliance with this Agreement; provided that, if either of the ReGenX Licensors requires a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (f) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. If the acts Licensee is and shall remain [***] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or omissions omission of any an Affiliate or Sublicensee cause Corvus that would be a breach of this Agreement if performed or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) the rights granted to it under Clause 2.1 above to Licensee may grant sublicenses of any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations licensed rights under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with Protiva Intellectual Property for any purposes within the Securities and Exchange Commission. Confidential treatment has been requested with respect to Agricultural Field, but solely within the omitted portions. terms and conditions of this Agreement. If the acts or omissions of Agricultural Field; provided, however, that any Sublicensee cause Corvus to be in breach of this Agreement, Corvus sublicense granted by Licensee shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with subject and expressly made subject subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Corvus Licensee shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it. If Licensee becomes aware of a material breach of any sublicense by a Sublicensee, Licensee shall promptly notify Protiva of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. Any agreement between Licensee and the Sublicensee shall provide that such Sublicensee may only use the Confidential Information of Protiva in accordance with terms of this Agreement applicable to Licensee’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in Article VI, and Protiva shall be an express third party beneficiary of such agreement, including provisions related to use and disclosure of Confidential Information. Subject to the foregoing provisions of this Section 2.2(a), Sublicensees shall have the right to further sublicense Protiva Intellectual Property in the Agricultural Field to Third Parties. (b) Unless otherwise provided in this Agreement, Licensee shall notify Protiva within thirty (30) days after execution of a sublicense entered into hereunder and provide a copy of any the fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis Protiva within [***] the same time, which shall be treated as Confidential Information of its executionLicensee under Article VI. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) the rights The licenses granted to it under Clause Tekmira in Section 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense to any person which does not meet under its rights in this Agreement are fully in compliance with 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 sublicense terms and to which any further tiers conditions of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall cause each Sublicensee to comply require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus . (c) Any sublicense granted by a Party hereunder shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with subject and expressly made subject subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Corvus The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [Redacted – time period] days after execution of a sublicense entered into hereunder and provide a copy of any the fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis the other Party within [***] of its execution. 2.2.2 In the event of termination same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement:), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (ae) by Corvus pursuant to Clause 12.2.1 (material breachTekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) or Clause 12.3 (termination at will) , and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Vernalis Licensed Compound Patent or Licensed Product, Know-How Controlled by Tekmira as of the Effective Date to any sublicense granted by Corvus Third Party pursuant to Clause 2.2.1 any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall automatically terminate; ornot be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (bf) by Vernalis pursuant to Clause 12.2.1 (material breachNotwithstanding Sections 2.3(a) and 2.3(b), Clause 12.2.2 either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (challenge i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to IPCommercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Clause 12.2.3 (insolvency), Vernalis Institutional Collaborator unless such Third Party shall [***]. Any such [***]have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. 2.2.1 Corvus shall be entitled Prior to sublicense the fourth (including through multiple tiers4th) anniversary of the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusInitial Sale Date, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it Purchaser shall not do so without Vernalis’s prior written consent sublicense or (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested except as permitted by Section 10.1 with respect to the omitted portions. terms and conditions sale of this Agreement. If substantially all of the acts stock or omissions assets of the Purchaser or any Sublicensee cause Corvus merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to be in breach of Purchaser under this Agreement, Corvus shall without Reliant’s prior written consent, which may be responsible for such breach regardless of any remedy which either granted or withheld in Reliant’s sole discretion. From and after the fourth (a4th) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach anniversary of the sublicense. Any such permitted sublicenses shall be consistent with Initial Sale Date, and expressly made subject to the terms and conditions of this Agreement. Corvus , Purchaser may sublicense or assign any of the licenses granted to Purchaser under this Agreement to one or more third parties; provided, however, that Reliant’s prior written consent shall provide a copy of be required for any sublicense agreement executed or (unless otherwise permitted by Corvus Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any Sublicensee to Vernalis within [***] merger, consolidation or similar transaction involving Purchaser) assignment of its execution. 2.2.2 In the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and for so long as Reliant is unable to obtain any consent of termination Lilly required under the Lilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. Any such permitted sublicense or assignment granted by Purchaser shall be subject in all respects to the same terms and conditions contained in this Agreement, and Purchaser shall remain primarily liable and shall be responsible for ensuring that any permitted sublicensees and/or assignees comply with all such terms and conditions. Any such sublicense shall immediately terminate in the event the license grant under which such sublicense is granted or is otherwise derived terminates pursuant to the terms of this Agreement and any such assigned license shall terminate in the event such license grant terminates pursuant to the terms of this Agreement: . Notwithstanding the foregoing, Purchaser shall at all times have the right to grant sublicenses in connection with contract manufacturing, contract research and development, and similar arrangements under which Purchaser engages third parties to perform services for Purchaser in furtherance of Purchaser’s exercise of its rights and performance of its obligations hereunder (a) by Corvus it being agreed that, during such time as Purchaser is subject to the Detailing requirements under Section 7.9(b), Purchaser shall not have the right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the Purchaser (including, without limitation, pursuant to Clause 12.2.1 (material breach) a co-promotion 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 breachsimilar arrangement), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [the following conditions: (a) Licensee may grant sublicenses ***]* but only pursuant to a written sublicense agreement with the Sublicensee. If Corvus Licensor must ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. receive written notice as soon as practicable following execution of any such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement 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 Licensor’s direct and indirect 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 any of its direct or indirect licensors’) ability to ensure compliance with this Agreement; provided that, if any of Licensor’s direct or indirect licensors require a Sublicensee wishes to grant complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable [remain ***] Certain information * to Licensor for all of Licensee’s duties and obligations contained in ‘this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject Subject to the terms and conditions of this Agreement and W▇▇▇ License Agreement, Century shall have the right to grant sublicenses under the license granted to it under Section 2.1 to Affiliates and Third Parties (each, a “Sublicensee”) through multiple tiers; provided that any such sublicense shall only be through one tier solely, if such sublicense includes a sublicense of Licensed Patent Rights under the W▇▇▇ License Agreement and the terms of such license require the consent of W▇▇▇ thereunder for Sublicensee to have further rights to sublicense; provided further that any sublicense shall be pursuant to a written agreement and each sublicense shall be subject to terms and conditions no less restrictive than those set forth in this Agreement. Corvus shall provide a copy For the avoidance of any doubt, each sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In terminates automatically upon the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or. (b) Century shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Century. Century shall be responsible for each of its Sublicensees complying with all obligations of Century under this Agreement that are applicable to sublicenses and any breach by Vernalis a Sublicensee under any such sublicense shall be deemed to be a breach of Century under this Agreement. Century will provide CDI with the name, contact information and address of each Sublicensee, as well as information regarding the number of full-time employees of any such Sublicensee. Century will provide to CDI copies of each sublicense agreement and any amendments thereto within thirty (30) days of executing a sublicense. If such sublicense includes a sublicense of Licensed Patent Rights under the W▇▇▇ License Agreement and the terms thereof promptly and without condition from such licensor its consent to such sublicense and shall provide Century with copies of all communications with or from W▇▇▇ promptly after transmission or receipt, as applicable, related to such efforts to obtain consent. (c) If this Agreement is terminated for any reason other than by Century pursuant to Clause 12.2.1 Section 9.6, then, at the option of any Sublicensee not in default of the applicable sublicense (material breachor any provision of this Agreement applicable to such Sublicensee), Clause 12.2.2 (challenge a terminating Party shall use Commercially Best Efforts to IP) or Clause 12.2.3 (insolvency)execute a possible direct license arrangement with such Sublicensee under, Vernalis shall [***]. Any such [***]and subject to the terms and conditions of, this Agreement.

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person the following conditions: (a) Licensee may only grant sublicenses pursuant to a written sublicense agreement with similar or greater financial resources and expertise as Corvus, provided such person is [the Sublicensee; ***]*. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement 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 Sublicensee wishes to grant complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable [remain ***] Certain information * to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus (a) Each Party shall have the right to grant sublicenses under the licenses granted to it, with respect to Century under Section 2.1, and with respect to CDI under Section 2.2, in each case, to Third Parties (each, a “Sublicensee”) through multiple tiers; provided that any such sublicense granted to a Third Party shall be entitled pursuant to a written agreement and each sublicense shall be subject to all relevant restrictions and limitations set forth in this Agreement. Each Party shall be responsible for each of its Sublicensees complying with all obligations of such Party under this Agreement that are applicable to sublicenses and any breach by a Sublicensee under any such sublicense shall be deemed to be a breach of such Party under this Agreement. Each Party shall notify the other Party in writing of the identity of Sublicensees without delay. (b) If this Agreement is terminated for any reason other than by a Party pursuant to Section 9.6, then, at the option of any Sublicensee of a terminating Party not in default of the applicable sublicense (including or any provision of this Agreement applicable to such Sublicensee), a terminating Party shall use Commercially Best Efforts to execute a possible direct license arrangement with such Sublicensee under, and subject to the terms and conditions of, this Agreement. (c) Century shall use Commercially Reasonable Best Efforts to include in any sublicense by Century or any Affiliate of Century to a Third Party (or any further sublicenses by the applicable Sublicensee) of any rights granted by CDI under Section 2.1 that the Sublicensee will grant to Century licenses to any Sublicensee Technology and licenses and rights of reference under any Regulatory Documentation on terms that are substantially similar to the licenses granted by CDI to Century in Section 2.1 (but with respect to outside the Territory) (replacing all references to the “Territory” under Section 2.1 with “outside the Territory”), which license must be fully sublicensable to CDI (through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus In such event, such Sublicensee Technology will be deemed Century Licensed Technology hereunder and included within the licenses granted to CDI hereunder. Notwithstanding any provision to the contrary, in the event Century obtains from the Sublicensee (a) licenses to any and all Sublicensee Technology and (b) licenses and rights of reference under any Regulatory Documentation Owned or Controlled by Sublicensees (and its Affiliates), to Exploit the Licensed Products in the Field, Century shall provide ensure to make such licenses and rights sublicensable to CDI (through multiple tiers) to Exploit the Licensed Products in the Field outside the Territory. (d) CDI shall use Commercially Reasonable Best Efforts to include in any sublicense by CDI to a copy Third Party (or any further sublicenses by the applicable Sublicensee) of any sublicense agreement executed rights granted by Corvus or Century under Section 2.2 that the Sublicensee will grant to CDI licenses to any Sublicensee Technology and licenses and rights of reference under any Regulatory Documentation on terms that are substantially similar to Vernalis within [***] of its execution. 2.2.2 In the event of termination licenses granted by Century to CDI in Section 2.2 (but with respect to the Territory) (replacing all references to the “outside the Territory” with “Territory”), which license must be fully sublicensable to Century (through multiple tiers) pursuant to the terms and conditions of this Agreement: . In such event, such Sublicensee Technology will be deemed Licensed Technology hereunder and included within the licenses granted to Century hereunder. Notwithstanding any provision to the contrary, in the event CDI will obtain from the Sublicensee (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect licenses to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or and all Sublicensee Technology and (b) licenses and rights of reference under any Regulatory Documentation Owned or Controlled by Vernalis pursuant to Clause 12.2.1 Sublicensees (material breachand its Affiliates), Clause 12.2.2 to Exploit the Licensed Products in the Field, CDI shall ensure to make such licenses and rights sublicensable to Century (challenge through multiple tiers) to IPExploit the Licensed Products in the Field in the Territory. (e) or Clause 12.2.3 (insolvencyFor purposes of Sections 2.5(c) and 2.5(d), Vernalis shall [***]“Sublicensee Technology” means any and all Know-How and Patent Rights that such Sublicensee (and its Affiliates) controls by way of developing, generating, or inventing during the term of the applicable sublicense agreement in the course of activities for the Exploitation of the Licensed Products or otherwise in the exercise of the sublicensed rights thereunder and that are necessary or useful for the Exploitation of the Licensed Products in the Field. Any such [***]For the avoidance of doubt Sublicensee Technology includes Patent Rights that will be issued based on Know-How that is acquired by Sublicensee (and its Affiliates) by way of developing, generating, or inventing during the term of the applicable sublicense agreement in the course of activities for the Exploitation of the Licensed Products or otherwise in the exercise of the sublicensed rights during the term of the applicable sublicense agreement.

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [the following conditions: (a) Licensee may only grant sublicenses ***]* pursuant to a written sublicense agreement with the Sublicensee. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement 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 Licensor’s direct and indirect 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 any of its direct or indirect licensors’) ability to ensure compliance with this Agreement; provided that, if any of Licensor’s direct or indirect licensors require a Sublicensee wishes to grant complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable [remain ***] Certain information * to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) the rights The licenses granted to it under Clause Tekmira in Section 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes include the right for Tekmira to grant sublicenses, but only on a Tekmira Sublicensable Product-by-Tekmira Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Tekmira Products that are Tekmira Sublicensable Products. Tekmira shall require that the terms of any sublicense to any person which does not meet under its rights in this Agreement are fully in compliance with 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 sublicense terms and to which any further tiers conditions of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. (b) The licenses granted to Alnylam in Section 2.2(a), Section 2.2(b) and Section 2.2(c) include the right for Alnylam to grant sublicenses in the Alnylam Field, but only on a Alnylam Sublicensable Product-by-Alnylam Sublicensable Product basis, to Third Parties to Research, Develop and/or Commercialize Alnylam Products that are Alnylam Sublicensable Products. Alnylam shall cause each Sublicensee to comply require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus . (c) Any sublicense granted by a Party hereunder shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with subject and expressly made subject subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Corvus The sublicensing Party shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it and will itself pay and account to the other Party for all payments due under such licenses by reason of any such sublicense. If a sublicensing Party becomes aware of a material breach of any sublicense by a Sublicensee, the sublicensing Party shall promptly notify the other Party of the particulars of same and take all reasonable efforts to enforce the terms of such sublicense. (d) Unless otherwise provided in this Agreement, the sublicensing Party will notify the other Party within [**] days after execution of a sublicense entered into hereunder and provide a copy of any the fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis the other Party within [***] of its execution. 2.2.2 In the event of termination same time frame (with such reasonable redactions as the sublicensing Party may make, provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement:), which shall be treated as Confidential Information of the sublicensing Party under Article VI; and provided further that the other Party may disclose such agreement(s) to Third Parties under confidence if and to the extent required in order to comply with such other Party’s contractual obligations under both this Agreement and Third Party agreements. (ae) by Corvus pursuant to Clause 12.2.1 (material breachTekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) or Clause 12.3 (termination at will) , and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the Effective Date has licensed or sublicensed any Vernalis Licensed Compound Patent or Licensed Product, Know-How Controlled by Tekmira as of the Effective Date to any sublicense granted by Corvus Third Party pursuant to Clause 2.2.1 any Alnylam Existing Sublicense, or granted any Third Party pursuant to any Alnylam Existing Sublicense any option to obtain a license or sublicense under any Patent or Know-How Controlled by Tekmira, the rights of the applicable Third Party shall automatically terminate; ornot be affected by this Agreement, and if such Third Party Develops or Commercializes Alnylam Products, then Tekmira will be entitled to milestone payments and royalties with respect thereto as set forth in this Agreement. Alnylam agrees that it will not grant any additional options, licenses or sublicenses under Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to AlCana to Research, Develop or Commercialize siRNA Products without the prior written consent of Tekmira or enter into any additional contractual obligations to indemnify AlCana as to AlCana’s practice of the Alnylam Patents, Tekmira Combined Licensed Technology, UBC Patents or Category 1 Patents to Research, Develop or Commercialize siRNA Products. (bf) by Vernalis pursuant to Clause 12.2.1 (material breachNotwithstanding Sections 2.3(a) and 2.3(b), Clause 12.2.2 either Party may utilize Permitted Contractors and Institutional Collaborators to Research and/or Develop their respective Products, whether or not such Products have become Sublicensable Products; provided that (challenge i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to IPCommercialize Products that are not Sublicensable Products and (ii) no Party shall share any of the other Party’s Confidential Information with such Permitted Contractor or Clause 12.2.3 (insolvency), Vernalis Institutional Collaborator unless such Third Party shall [***]. Any such [***]have executed a binding confidentiality agreement containing reasonably customary terms and conditions.

Sublicensing. 2.2.1 Corvus 6.1 Licensee may sublicense any and all rights licensed hereunder provided that Licensee notifies University in writing and provides University with a copy of each sublicense agreement and each amendment thereto within *** days after their execution. Licensee shall be entitled have the right to sublicense (including through multiple tiers) grant sublicensing rights to Sublicensees. 6.2 Licensee shall not grant sublicenses to the rights granted to it under Clause 2.1 above to any person with similar hereunder for *** or greater financial resources and expertise as Corvus, provided such person is [solely ***]. . 6.3 Licensee shall require that any agreement granting a third party rights to the Patent Rights: (i) be consistent with the terms, conditions and limitations of this Agreement; (ii) contain the Sublicensee’s acknowledgment of the disclaimer of warranty and limitation on University’s liability, as provided by Article 10 below; (iii) shall require Sublicensee to indemnify University for any actions of Sublicensee(s); (iv) provide Licensee the right to assign its rights under the sublicense to University in the event that this Agreement terminates; and (v) comply with Sections 2.4, 2.5, 13.10, 13.11 and 13.12 of this Agreement. 6.4 Licensee shall require compliance of the applicable terms of this Agreement by each of its Sublicensees under each sublicense agreement. 6.5 If Corvus or Licensee has exercised the Option, then after the *** of the Effective Date, a Sublicensee wishes party shall provide written notice to grant the other party of any request made by a third party for a sublicense to any person which does develop a Proposed Product in a specific indication not meet being developed by Licensee and in the above criteria then it shall not do so without Vernalis’s prior written consent (territory of ***, within *** of receiving such consent not to third party request. For purposes of this Agreement, *** will be unreasonably withheld or delayed). Any person to which Corvus grants considered as a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. single indication. 6.5.1 In the event that Corvus grants such Proposed Product has not been identified in a Progress Report as under development, in the specific indication requested, then to the extent that such third party is requesting sublicense rights for such Proposed Product in ***, within *** of receiving from or providing to University such written notice of a third party request for a sublicense, Licensee shall elect one of the following options: (i) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or more sublicenses pursuant Sublicensee of either of the foregoing has initiated commercially reasonable efforts to Clause 2.2.1develop, Corvus shall remain responsible make, use and sell a Licensed Product in the specific indication and *** requested by such third party that is essentially the same as or would commercially compete with the Proposed Product; or (ii) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or Sublicensee of either of the foregoing has plans to initiate commercially reasonable efforts, within *** of the date said written notice is due University, to develop, make, use and sell a Licensed Product in the specific indication and *** requested by such third party that is essentially the same as or would commercially compete with the Proposed Product; or (iii) begin good faith negotiations with such third party to sublicense Licensee’s rights in the Patent Rights that are necessary or commercially justifiable for all of its obligations such third party to make, use and sell Proposed Product in the specific indication *** requested by such third party; or (iv) grant back to University limited rights in the Patent Rights under this Agreement for the sole purpose of allowing University to license the Patent Rights that are necessary or commercially justifiable for such third party to make, use and sell Proposed Product in the specific indication and *** requested by such third party. (v) As used in this Agreement, *** shall cause each Sublicensee to comply with the applicable [be defined *** categorized as “***] Certain information ” by the ***, which may be found at *** or other similar webpage. 6.5.2 If Licensee elects to negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in this document has been omitted and filed separately Section 6.5.1 (iii), Licensee shall make a good faith effort to complete negotiations with the Securities and Exchange Commissionprospective Sublicensee within *** from the date on which it began negotiations (the “Negotiation Period”). Confidential treatment For the purposes of this Section 6.5.2, Licensee shall have made a good faith effort to complete negotiations if it has been requested with respect offered a sublicense to the omitted portions. prospective Sublicensee the terms of which include: (i) reasonable financial terms taking into account the field in which the sublicense is being offered and conditions of Licensee’s obligations to University pursuant to this Agreement. If , (ii) minimum performance requirements which would not be unreasonably burdensome upon the acts or omissions of any Sublicensee cause Corvus prospective Sublicensee, and (iii) non-financial terms which are consistent with Licensee’s obligations to be in breach of University under this Agreement. 6.5.3 Within *** of the end of the *** Negotiation Period, Corvus shall be responsible for Licensee shall: (i) provide University a copy of the fully executed sublicense with such breach regardless third party, or (ii) meet with University representatives and provide documentation of any remedy which either reasons that (a) Vernalis may have against the Sublicensee Licensee and/or such third party chose not to proceed with good faith negotiation or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any negotiations between Licensee and 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 executionthird party failed. 2.2.2 6.5.4 In the event of termination of this Agreement: that Licensee elects to negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in Section 6.5.1 (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 breachiii), Clause 12.2.2 (challenge Licensee fails to IP) or Clause 12.2.3 (insolvency)make a good faith effort as required by Section 6.5.2 and such third party still desires to develop, Vernalis make use and sell Proposed Product in a specific indication which is not being developed by Licensee and in the territory of Least Developed Countries, Licensee shall [***]. Any immediately grant back to University limited rights in its rights in the Patent Rights under this Agreement for the sole purpose of University licensing such [***]rights to the third party.

Sublicensing. 2.2.1 Corvus shall be entitled Licensor hereby grants to sublicense (including through multiple tiers) Licensee the rights granted right to it under Clause 2.1 above to any person enter into sublicensing agreements with similar or greater financial resources and expertise as CorvusSublicensees, provided such person is [***]. If Corvus or that Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a. Any sublicense granted by Licensee to a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for incorporate all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement, which shall be binding upon each Sublicensee as if such Sublicensee were a party to this Agreement. Corvus Licensee shall collect and guarantee all payments due Licensor from Sublicensee(s). In each such sublicense, the Sublicensee will be prohibited from granting further sublicenses. b. If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees for the sublicense of the Patent Rights will, upon notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of Licensee. c. Licensee shall within thirty (30) days of: (a) execution, provide Licensor with a copy of each sublicense granted by Licensee hereunder, and any sublicense agreement executed by Corvus amendments thereto or any Sublicensee terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Vernalis within [***] of its executionLicensee from Sublicensee(s). 2.2.2 In d. If this Agreement is terminated for any reason, Licensor shall have the event of termination of this Agreement: sole option to (a) by Corvus pursuant to Clause 12.2.1 (material breachterminate any or all sublicense(s) and all rights granted thereunder, 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 require Licensee to Clause 12.2.1 (material breachimmediately assign all of its right, title, and interest to all sublicense(s) to Licensor, including the right to receive all income from the sublicense(s). Licensee shall, Clause 12.2.2 (challenge prior to IPexecution of each sublicense, make the intended Sublicensee(s) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]aware of this contingency.

Sublicensing. 2.2.1 Corvus shall be entitled 2.5.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is the following conditions: (a) Licensee may only grant sublicenses […***]…] pursuant to a written sublicense agreement with the Sublicensee. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement; provided that nothing shall prevent Licensee from granting sublicenses of more limited scope than Licensee’s rights, e.g. in a more limited territory, field of use, or term. (c) The official language of any sublicense agreement shall be English. (d) Within […***…] after entering into a Sublicensee wishes sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s redacted to grant exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or any of its licensors’) ability to ensure compliance with this Agreement; provided that, if any of Licensor’s licensors require a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable remain […***…] Certain information to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information Licensee shall have the right to grant sublicenses to Commercialize the Product in this document has been omitted the Field in the Territory, through multiple tiers, under the rights granted to Licensee under Section 4.1, to its Affiliates and filed separately to one or more Third Parties. Licensee shall have the right to grant sublicenses to its rights to Develop and Manufacture the Compound and Product (i) to its Affiliates, with the Securities right to sublicense in accordance with this Section 4.3(a), (ii) to any Third Party to whom Licensee, in accordance with the previous sentence, has granted a sublicense to Commercialize the Product in the Field in the Territory, and Exchange Commission. Confidential treatment has been requested with respect (iii) to one or more vendors, contract research organizations and the like to the omitted portions. terms and conditions of extent necessary or useful to Develop and/or Commercialize the Product in accordance with Licensee’s express rights under this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or . (b) Corvus Takeda shall have the right to grant one or more licenses or sublicenses, as the case may have against be, under the Sublicensee for breach rights granted to Takeda under Section 4.2, (i) to its Affiliates, with the right to sublicense in accordance with this Section 4.3(b), (ii) to any Third Party to whom Takeda or its Affiliates has granted a sublicense to Commercialize the Compound and/or Product outside of the sublicense. Any Territory, and (iii) to one or more vendors, contract research organizations and the like, to the extent necessary or useful to Develop and/or Commercialize the Product in accordance with Takeda’s express rights under this Agreement. (c) Each sublicense shall refer to and be subordinate to this Agreement and, except to the extent the Parties otherwise agree in writing, any such permitted sublicenses shall sublicense must be consistent in all material respects with and expressly made subject to the terms and conditions of this Agreement. Corvus Each Party shall provide a copy remain responsible for the performance of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] this Agreement and the performance of its executionsublicensees hereunder. 2.2.2 In (d) Upon an early termination of Licensee’s license rights under this Agreement (i) pursuant to Section 13.2 or (ii) pursuant to Section 13.5, Takeda shall offer any Third Party sublicensee under a Commercial sublicense granted by Licensee or its Affiliates pursuant to Section 4.3(a) that was in effect on the event effective date of termination of Licensee’s license rights under this Agreement the right to enter into a license agreement directly with Takeda on substantially the same terms and conditions under which such rights and licenses were granted to such sublicensee, provided that (A) such sublicensee is not then in breach of its sublicense, (B) such sublicensee agrees to comply with all the terms of this Agreement to the extent applicable to the rights sublicensed to it by Licensee or its Affiliate, and (C) such agreement does not impose any obligations upon Takeda that exceed the obligations of Takeda under this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall . [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) If the rights granted to it license grant under Clause Section 2.1 above to any person with similar or greater financial resources and expertise as Corvusis exclusive, provided such person is [***]. If Corvus or a Sublicensee wishes Licensee has the right to grant a sublicense Sublicense Agreements under the Licensed Patent Rights consistent with the terms of the Agreement, subject 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 following: Each Sublicensee, including an Affiliate extended rights hereunder pursuant to Section 2.2, must agree in writing to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers bound, for the benefit of sublicense are grantedLicensor, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to by the terms and conditions of this Agreementthe 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). Corvus shall provide To the extent that Licensee permits a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] grant further sub-tier sub-sublicense agreements, then each such sub-sublicensee shall be considered a “Sublicensee” under the Agreement and must also agree in writing to be bound, for the benefit of its execution. 2.2.2 In Licensor, by the above-referenced Sections. Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and conditions required by Section 2.3(a), and is entitled to enforce the same. Survival or not of Sublicensee rights in the event of termination of this Agreement: the Agreement shall be governed by Section 7.5(b) below. Licensee shall (aand to the extent a Sublicensee is authorized by Licensor to grant further sublicenses, such Sublicensee shall) by Corvus pursuant deliver to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) Licensor a true, with respect to any Vernalis Licensed Compound or Licensed Productcomplete, any sublicense and correct copy of each Sublicense Agreement granted by Corvus pursuant Licensee, 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 Clause 2.2.1 shall automatically terminate; or Licensor for all of the Licensee’s duties and obligations contained in the Agreement, and any act or omission of a Sublicensee that would be a breach of the Agreement 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. Each Sublicense Agreement will contain a right of termination by Licensee in the 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 Licensee (b) by Vernalis pursuant a “Sublicensee Breach”). In the event of a Sublicensee Breach, and if after a reasonable opportunity to Clause 12.2.1 cure as provided in any such Sublicense Agreement (material not to exceed 30 days for a payment breach and 90 days for a non-payment breach), Clause 12.2.2 (challenge such Sublicensee fails to IP) or Clause 12.2.3 (insolvency)cure such Sublicensee Breach, Vernalis shall [***]. Any then the Licensee will terminate the Sublicense Agreement within 30 days thereafter unless Licensor agrees in writing that such [***]Sublicense Agreement need not be terminated.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers review of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any Sublicensee to Vernalis proposed sublicense agreement, if the NIH does not provide the Licensee with written rejection thereof within […***…] after the date the NIH receives a copy thereof from the Licensee, the NIH shall be deemed to have given its approval of its executionsuch sublicense agreement and the Licensee shall have the right to enter into such sublicense 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 the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 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. 2.2.2 In 4.3 Any sublicenses granted by the event Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. 4.4 The Licensee agrees to forward to the NIH a copy of each fully executed sublicense agreement postmarked within […***…] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, (i) more than […***…] sublicense then in effect for the Licensed Fields of Use (a) by Corvus pursuant to Clause 12.2.1 and/or (material breachc) or Clause 12.3 in Appendix B; and/or (termination at willii) , with respect to any Vernalis more than […***…] sublicense then in effect for the Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or Fields of Use (b) by Vernalis pursuant to Clause 12.2.1 and/or (material breach), Clause 12.2.2 (challenge to IPd) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].in Appendix B.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be entitled to sublicense (including through multiple tiers) unreasonably withheld, the rights granted to it Licensee may enter into sublicensing agreements under Clause 2.1 above the Licensed Patent Rights. With respect to any person proposed sublicense agreement, if the IC does not provide the Licensee with similar written rejection thereof or greater financial resources and expertise as Corvus, provided such person is request for a reasonable extension of review time within […***]. If Corvus or …] after a Sublicensee wishes copy of the sublicense is provided 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 sublicense IC and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with e-mail address indicated on the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach Signature Page of this Agreement, Corvus approval of such sublicense agreement shall be responsible deemed to have been given and the Licensee shall have the right to enter into such sublicense agreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 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 such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. Any such permitted sublicenses shall be consistent with and expressly made This conversion is subject to the terms IC approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. Corvus shall provide . 4.4 The Licensee agrees to forward to the IC a complete copy of any each fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within […***…] of its executionthe execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence. 2.2.2 In 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 event Agreement and Paragraph V in Appendix C of termination the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify IC in writing of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to the Affiliate that sublicenses 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 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]. Any such [***].

Sublicensing. 2.2.1 Corvus Licensee shall be entitled have no right to sublicense (including through multiple tiers) any of the licenses or rights granted to it Licensee under Clause 2.1 above to any person with similar Section 2.1, Section 2.2 or greater financial resources Section 2.3, except as expressly permitted by, and expertise as Corvusin accordance with, provided such person is [***]this Section 2.4. If Corvus or a Sublicensee wishes to grant For clarity, granting 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 relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense comply, and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply Sublicensees’ compliance, with the terms hereof 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionLicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant Upon execution and delivery to Clause 12.2.1 Licensor of a sublicensing agreement in the form set forth in Attachment E, Licensee may grant sublicenses, solely within the scope of the licenses granted in Section 2.1, Section 2.2 or Section 2.3, as applicable, solely to any wholly-owned Subsidiary of Licensee that is not then a Sublicensee, and upon such grant, such wholly-owned Subsidiary shall be deemed a “Sublicensee.” Licensee shall deliver such sublicensing agreement to Licensor within sixty (material breach60) or Clause 12.3 (termination at will) , days of the Effective Date with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense sublicenses granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; orthis Section 2.4(a) as of the Effective Date or within such sixty (60) day period. (b) by Vernalis Upon execution and delivery to Licensor of an agreement with an applicable Third Party that contains the sublicensing language set forth in Attachment F, Licensee may grant non-exclusive, non-transferable, non-sublicensable sublicenses, solely within the scope of the licenses granted in Section 2.1, Section 2.2 or Section 2.3, as applicable, solely to dealers, down-packers and customers of Licensee who are in the business of selling an applicable Licensed Product, and solely for use in connection with the resale of such applicable Licensed Product, and upon such grant, such dealer or customer shall be deemed a “Sublicensee.” Licensee shall deliver such sublicensing agreement to Licensor within sixty (60) days of the Effective Date with respect to sublicenses granted pursuant to Clause 12.2.1 this Section 2.4(b) as of the Effective Date or within such sixty (material breach), Clause 12.2.2 (challenge to IP60) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]day period.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense ‌ (including through multiple tiersa) Except as set out in item 5 of the Details Schedule or under clause 3.3(b): (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, 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 granted are expressly limited in item 5 of the Details Schedule and subject to it the further requirements under Clause 2.1 above 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 any person 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 similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement 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 shall cause each Sublicensee to comply with the applicable [***] Certain information at least as onerous as those contained in this document has been omitted Agreement so far as they are capable of observance and filed separately with performance by the Securities and Exchange Commission. Confidential treatment has been requested with respect sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted portions. terms and conditions to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated, or novated to the Licensor, at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) In addition to the Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information). If In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionLicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be entitled to sublicense (including through multiple tiers) unreasonably withheld, the rights granted to it Licensee may enter into sublicensing agreements under Clause 2.1 above the Licensed Patent Rights. With respect to any person proposed sublicense agreement, if the IC does not provide the Licensee with similar written rejection thereof or greater financial resources and expertise as Corvus, provided such person is request for a reasonable extension of review time within […***]. If Corvus or …] after a Sublicensee wishes copy of the sublicense is provided 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 sublicense IC and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with e-mail address indicated on the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach Signature Page of this Agreement, Corvus approval of such sublicense agreement shall be responsible deemed to have been given and the Licensee shall have the right to enter into such sublicense agreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 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 such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. Any such permitted sublicenses shall be consistent with and expressly made This conversion is subject to the terms IC approval and conditions contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. Corvus shall provide . 4.4 The Licensee agrees to forward to the IC a complete copy of any each fully executed sublicense agreement executed by Corvus or any Sublicensee to Vernalis postmarked within […***…] of its execution.the execution of the agreement. To the extent permitted by law, 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] 2.2.2 In 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 event Agreement and Paragraph V in Appendix C of termination the Agreement shall not apply to such Affiliate sublicense; provided that Licensee shall notify IC in writing of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to the Affiliate that sublicenses 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 Patent Rights within […***]. Any such [***]…] of effectiveness of each sublicense.

Sublicensing. 2.2.1 Corvus shall be entitled to 2.3.1 Licensee may sublicense (including through multiple tiers) the rights granted to it under Clause Section 2.1 above (License Grants) through one or more tiers to one or more of its Affiliates or Third Parties at any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent time (such consent not to be unreasonably withheld or delayed). Any person each Third Party to which Corvus grants a sublicense and is granted is hereinafter referred to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be as a “Sublicensee”). Any such sublicense must be in writing, and shall be consistent with the terms of this Agreement. In particular but without limitation, Licensee hereby covenants that any sublicense agreement(s) shall contain (a) covenants by the sublicensee for the benefit of Orion and Licensee for such sublicense to observe and perform materially the same terms and conditions as those set out for Licensee in this Agreement to the extent applicable; (b) license-back provisions consistent with those in Section 8.6 of this Agreement, under which any Sublicensee shall license all intellectual property rights, information and data in the scope of Section 8.6 directly to Orion; and (c) mechanisms for the reporting of Net Sales consistent with the terms of this Agreement, as well as grant Orion the right to audit the Net Sales of any Sublicensee. 2.3.2 Further, prior to and as a prerequisite for disclosing any of Orion’s Confidential Information to any potential Sublicensee, Licensee shall have such potential Sublicensee to execute and deliver to Orion a confidentiality agreement in the form attached hereto as Schedule 2.3.2 between such potential Sublicensee and Orion. 2.3.3 In the event that Corvus grants one Licensee becomes aware of a material breach of any such sublicense by the Sublicensee, Licensee shall promptly notify Orion of the particulars of same and use its commercially reasonable efforts to enforce the terms of such sublicense and to cooperate with Orion if it chooses to take action to enforce such terms. 2.3.4 If Licensee does not initiate a suit or more sublicenses take other appropriate action that it has the initial right to initiate or take pursuant to Clause 2.2.1Section 2.3.3 above, Corvus then Orion may, in its discretion and in its own name, after having notified the Licensee thereof in writing, initiate a suit or take other appropriate action. If required by the law of the forum, Licensee shall remain responsible for all of its obligations execute such authorizations under this Agreement or any sublicense agreements concluded hereunder as well as other legal papers that may be necessary or useful to establish legal standing for Orion to pursue a suit or other action against a Sublicensee, and to cooperate in the prosecution of such suit as may be reasonably requested by Orion; provided that Orion shall cause each promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Licensee in connection with such cooperation. 2.3.5 If this Agreement terminates for any reason, any Sublicensee to comply with shall, from the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested effective date of such termination, automatically become a direct licensee of Orion with respect to the omitted portions. rights originally sublicensed to the Sublicensee by Licensee; provided, however, that in no event shall Orion as a consequence of such termination incur any obligation(s) towards a Third Party other than the grant of a license consistent with the terms of Section 2.1 to the relevant Sublicensee, and conditions of this Agreement. If the acts or omissions of any provided further that such Sublicensee cause Corvus to be is not in breach of its sublicense agreement and such Sublicensee agrees in writing to comply with all of the terms of this AgreementAgreement and assumes the responsibilities of Licensee hereunder to the extent applicable from the rights originally sublicensed to it from Licensee. 2.3.6 Should Licensee enter into a sublicense after Orion has given notice of breach of this Agreement under Section 14.4, Corvus either in its entirety or on a country-by-country and/or product-by-product basis, then such notice of breach shall be responsible effective also against the relevant sublicensee and any cure period for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , continue with respect to any Vernalis Licensed Compound or Licensed Productsuch sublicensee to the extent the sublicense relates to products and countries affected by the notice of breach. For purposes of clarity, any sublicense granted by Corvus pursuant such sublicensee shall not be entitled 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 [***]. Any such [***]restart the cure period.

Sublicensing. 2.2.1 Corvus shall be entitled LICENSEE will have the right to sublicense its rights under the License to LICENSEE Affiliates and to Third Parties only with Council’s prior written consent, such 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, (including through multiple tiersii) 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 granted hereunder and (iii) LICENSEE will remain obligated to it perform LICENSEE’s own obligations under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [***]. If Corvus or a Sublicensee wishes A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 grant a further sublicense to its rights under any person which does not meet such sublicensing arrangement without the above criteria then it shall not do so without Vernalis’s prior written consent (such of the Council, which consent will not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person the following conditions: (a) Licensee may only grant sublicenses pursuant to a written sublicense agreement with similar or greater financial resources and expertise as Corvus, provided such person is [the Sublicensee; ***]*. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement 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 Sublicensee wishes to grant complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable [remain ***] Certain information * to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus (a) Vaxcyte shall be entitled have the right to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense (including the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, including both current and future Affiliates, but only for so long as the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvusapplicable entity is an Affiliate of Vaxcyte); provided, provided such person is that [***]. If Corvus or a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or more sublicenses Approved Contractor that includes a sublicense of any of the Manufacturing Rights, then such agreement shall provide that, if such Affiliate ceases to be an Affiliate of Vaxcyte prior to such agreement being assigned or transferred to Vaxcyte or another Affiliate of Vaxcyte, such agreement will immediately terminate or be automatically assigned or transferred by such Affiliate to Vaxcyte (or another Affiliate of Vaxcyte), at Vaxcyte’s discretion. (b) Vaxcyte, and Vaxcyte’s Affiliates to which Vaxcyte granted a sublicense under Section 2.3(a), may sublicense the Manufacturing Rights through a single tier to Approved CMOs and Approved Contractors for the benefit of Vaxcyte (but not, for clarity, for the independent commercial use of such Approved CMOs or Approved Contractors). Each sublicense granted to an Approved CMO or Approved Contractor pursuant to Clause 2.2.1this Section 2.3(b) shall be granted pursuant to a written agreement between the Approved CMO or Approved Contractor and Vaxcyte that [***]. With respect to any Approved CMO, Corvus and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee provide to comply Sutro Vaxcyte’s proposed agreement with the applicable such Approved CMO or Approved Contractor at least [***] Certain information in this document has been omitted prior to Vaxcyte executing such agreement, and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus Vaxcyte shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution.]; 2.2.2 (ii) In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) any Approved CMO or Clause 12.3 (termination at will) , Approved Contractor breaches such agreement with Vaxcyte with respect to any Vernalis Licensed Compound provisions of such agreement relating to safeguarding the Sutro Know-How and Sutro Core Know-How, then upon Sutro’s reasonable request, Vaxcyte will use Commercially Reasonable Efforts to enforce such agreement (and to otherwise fully cooperate with Sutro in enforcing Sutro’s rights in Sutro Know-How and Sutro Core Know-How) against such Approved CMO or Licensed ProductApproved Contractor in respect of such breach, 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 [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be paid as follows: [***]; and (iii) Vaxcyte shall include all reasonably necessary and appropriate protections for Sutro’s applicable intellectual property rights (including provisions to effect Sutro’s ownership of the New IP) in any such agreement with an Approved CMO or Approved Contractor for manufacturing Extract, and such Approved CMO or Approved Contractor shall not be permitted thereunder to use any intellectual property or Discloser’s Information of Sutro, except in connection with the exercise of the Manufacturing Rights on behalf of Vaxcyte (or as otherwise may be authorized by Sutro in writing). Vaxcyte shall provide to Sutro copies of the applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or Approved Contractor, and shall [***].

Sublicensing. 2.2.1 Corvus In accordance with all terms, and subject to all conditions, set forth in this Agreement, as of the Distribution Date, Licensee shall have the right to grant to any Permitted Sublicensee a non-transferable sublicense (without the right to grant further sublicenses) under the rights and licenses granted to Licensee in this Article 2; provided, however, that in no event shall any such sublicense exceed the scope of the rights and licenses granted to Licensee in this Article 2. The Parties acknowledge and agree that, as of immediately prior to the Distribution Date, all Subsidiaries of SpinCo (other than Licensee) are using the ▇▇ ▇▇▇▇▇ or Approved GE Entity Names (as applicable) in the conduct of the SpinCo Business (excluding any Former SpinCo Business) and therefore shall be entitled deemed “Permitted Sublicensees” hereunder; provided, however, that if Licensee notifies Parent within thirty (30) days of the Distribution Date of any Subsidiary that is not so using the ▇▇ ▇▇▇▇▇ or Approved GE Entity Names, as applicable, such Subsidiary shall not be deemed a “Permitted Sublicensee” and shall not receive any sublicenses hereunder. Licensee shall cause each Permitted Sublicensee to sublicense fully comply with all terms and conditions set forth in this Agreement as if such Permitted Sublicensee was directly bound thereby, and Licensee shall be liable hereunder for all actions or omissions of any Permitted Sublicensee, including any breach or other violation by any Permitted Sublicensee of any terms and conditions set forth herein, as if performed (including through multiple tiersor failed to be performed) by Licensee itself. Notwithstanding the rights foregoing, in the event any Permitted Sublicensee ceases to be a Subsidiary of SpinCo, except as and to the extent provided in Section 10.1(c), such Person shall immediately cease to be a “Permitted Sublicensee” and all sublicenses granted to it under Clause 2.1 above to any person with similar or greater financial resources the rights and expertise as Corvus, provided such person is [***]. If Corvus or a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 licenses hereunder 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 [***]. Any such [***]terminate forthwith.

Sublicensing. 2.2.1 Corvus shall be entitled Gritstone may grant sublicenses under Licensed Intellectual Property licensed under Section 2.1 (with the right to sublicense (including through multiple tierstiers only as set forth in this Section 2.2) (each, a “Sublicense”); provided that: (a) Gritstone shall not have the rights granted right to it under Clause 2.1 above grant a Sublicense (and no Affiliate of Gritstone or Sublicensee shall have the right to any person grant a sub-Sublicense) (i) to [***] or (ii) with similar or greater financial resources and expertise as Corvus, provided such person is respect to Products that [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so , in each case (clauses (i) and (ii)) without VernalisGenevant’s prior written consent (such which consent not may be granted or withheld in Genevant’s sole discretion); (b) except in the case of a Sublicense by Gritstone to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are grantedan Affiliate, each pursuant to this Clause 2.2.1, Sublicense and sub-Sublicense shall be a “Sublicensee”. In (x) in writing and on terms consistent with, and subject to, the event terms that Corvus grants one or more sublicenses pursuant expressly apply to Clause 2.2.1, Corvus shall remain responsible for all of its obligations Sublicensees under this Agreement and shall cause each Sublicensee (y) granted (i) to comply a Permitted Contractor or (ii) contemporaneously and in conjunction with the applicable a grant of a license under Intellectual Property Controlled by Gritstone or any of its Affiliates (other than pursuant to this Agreement) to Research, Develop, Manufacture or Commercialize [***] 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. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach ]; (c) upon termination of this Agreement, Corvus any Sublicense shall convert into a direct license from Genevant under the terms of this Agreement; provided that the scope of the rights licensed under such direct license will be responsible for such breach regardless limited to the scope of any remedy which either the applicable Sublicense; and further provided that the applicable Sublicensee (ai) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for is not then in breach of the sublicense. Any such permitted sublicenses shall applicable sublicense agreement, (ii) agrees in writing to be consistent with and expressly made subject bound to Genevant as a licensee under the terms and conditions of this Agreement (subject to the limited scope noted in this clause (c), as applicable), and (iii) agrees in writing that in no event shall Genevant assume any obligations or liability, or be under any obligation or requirement of performance that extends beyond Genevant’s obligations and liabilities under this Agreement. Corvus ; (d) except in the case of a Sublicense by ▇▇▇▇▇▇▇▇▇ to an Affiliate, Gritstone shall provide Genevant with a copy of any sublicense agreement the executed by Corvus or any Sublicensee to Vernalis Sublicense within [***] following its execution or in the case of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) a sub-Sublicense, 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 within [***]. Any ] following ▇▇▇▇▇▇▇▇▇’s receipt thereof, with such [***]reasonable redaction as Gritstone or its Sublicensee may make; provided that such redactions do not include provisions necessary to demonstrate compliance with the requirements of this Agreement; (e) the grant of such Sublicense shall not relieve Gritstone of its obligations under this Agreement, each of which shall continue without regard to such Sublicense; and (f) as between Genevant and Gritstone, ▇▇▇▇▇▇▇▇▇ shall be responsible for the compliance by such Sublicensee with any and all terms of this Agreement that expressly apply to such Sublicensees hereunder; provided that, for clarity, any act or omission by a Sublicensee in connection with this Agreement that, if committed by ▇▇▇▇▇▇▇▇▇ would be a breach of this Agreement, shall constitute a breach of this Agreement by Gritstone.

Sublicensing. 2.2.1 Corvus Licensee shall be entitled have the right to sublicense grant sublicenses or to assign (including through multiple tierssubject to Section 13.11) any or all of the rights granted hereunder to it under Clause 2.1 above to any person with similar (a) public companies listed on the NYSE, NYSE MKT, NYSE Arca or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus NASDAQ stock exchanges; (b) private companies having at least $25 million in annual sales; or a Sublicensee wishes to grant a sublicense to any person (c) entities which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent have been approved in writing by CSMC (such consent not to be unreasonably withheld or delayedwithheld) (each, “Permitted Sublicensee”). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, such Permitted Sublicensee shall be a “Sublicensee”. In subject in all respects to the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall cause each be responsible for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to comply with agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable [***] Certain information provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in this document has been omitted and filed separately with the Securities and Exchange Commissionno event more than thirty (30) days following execution or receipt thereof, as applicable. Confidential treatment has been requested Licensee shall also keep CSMC reasonably informed with respect to the omitted portionsprogress of any relations entered into with any Permitted Sublicensees. terms If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and conditions marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. If the acts or omissions Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any Sublicensee cause Corvus to be manner any of its obligations set forth in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Avigen shall be entitled to sublicense (including grant sublicenses of its rights under this Agreement through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant tiers of sublicensees without consent, including to Clause 2.2.1its Affiliates and to Third Parties, Corvus shall remain responsible for provided that all of the following are satisfied: 2.3.1 Avigen notifies SDI in writing the identity of each Sublicensee within thirty (30) days after granting the sublicense. 2.3.2 The sublicense shall include obligations on the Sublicensee which are sufficient to allow Avigen to fulfil its obligations under this Agreement (e.g., the Sublicensee shall report its Net Sales to Avigen on a timeline that enables Avigen to make any royalty payments on the Sublicensee’s Net Sales required by this Agreement in a timely manner). 2.3.3 The sublicenses shall terminate automatically on termination of this Agreement under Section 10.2.3 for Avigen’s uncured material breach or insolvency or under Section 10.2.2 by Avigen at will. Avigen shall notify its Sublicensees promptly (within 30 days) after any such termination of this Agreement. If within 30 days of such notification a Sublicensee notifies SDI in writing that the Sublicensee wishes its sublicensed rights to continue as a direct license from SDI for the then remainder of the term of its sublicense, SDI may grant to the Sublicensee a direct license on the same terms as the sublicense provided such terms are in SDI’s reasonable view no more onerous and shall cause each Sublicensee no less favorable to comply with SDI than the applicable [***] Certain information terms of this Agreement. * = confidential treatment requested; certain confidential information, in this document the places marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 2.3.4 Within 30 days of the grant of any sublicense Avigen shall provide to SDI a true copy of such portions of the sublicense as are necessary to verify that the sublicense is in accordance with respect this Agreement; and 2.3.5 Avigen shall remain responsible to SDI for any act or omission of a Sublicensee to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for extent it constitutes a 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 event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled Subject to the terms and conditions of the ALZA Third Party Licenses, Incline may sublicense (including through multiple tiers) the rights granted to it under Clause Section 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange CommissionAffiliates or Third Parties at any time. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for Each such breach regardless of any remedy which either sublicense (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be subject and subordinate to, and consistent with and expressly made subject to with, the terms and conditions of this Agreement. Corvus , (b) shall not in any way diminish, reduce or eliminate any of Incline's obligations under this Agreement, (c) shall require each such sublicensee to comply with all applicable terms of this Agreement, including to keep books and records, and permit ALZA to audit (either directly or through an independent auditor) such books and records, and (d) shall provide that any such sublicensee shall not further sublicense except on terms consistent with this Section 2.2. Incline shall provide ALZA with a complete copy of any each such sublicense agreement executed by Corvus within thirty (30) days after the execution thereof; provided that Incline may redact such portions of any such agreement that do not relate to such sublicense or any Sublicensee to Vernalis within [***] of its executionthe terms thereof. 2.2.2 Incline shall remain responsible for its obligations hereunder and for the performance of its sublicensees (including making all payments due to ALZA by reason of any Net Sales of the Products as provided in Section 5.2 and Section 5.3), and shall ensure that any such sublicensees comply with all relevant provisions of this Agreement. In the event of any uncured material breach by any sublicensee under a sublicense agreement that would constitute a material breach of Incline's obligations under this Agreement, Incline shall promptly inform ALZA in writing and shall use Commercially Reasonable Efforts to address such default; provided, however, that any such uncured material breach by such sublicensee of an obligation that would constitute a material breach of Incline's obligations under this Agreement shall be deemed an uncured material breach of Incline hereunder unless Incline cures such material breach within the time and pursuant to the terms provided under Section 10.2 hereof. 2.2.3 Upon an early termination of Incline's license rights under this Agreement: , ALZA shall offer any Third Party sublicensee under a sublicense granted by Incline pursuant to Section 2.2.1 that was in effect on the effective date of termination of Incline's license rights under this Agreement the right to enter into a license agreement directly with ALZA on substantially the same terms and conditions under which such rights and licenses were granted to such sublicensee, provided that such sublicensee (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) is not then in breach of its sublicense, 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) agrees to comply with all the terms of this Agreement to the extent applicable to the rights sublicensed to it by Vernalis pursuant to Clause 12.2.1 Incline, and (material breach), Clause 12.2.2 (challenge to IPc) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]agreement does not include obligations upon ALZA that exceed the obligations of ALZA under this Agreement.

Sublicensing. 2.2.1 Corvus Sage shall have the right to grant, and authorize the granting of, sublicenses to any Third Party or to any Affiliate of Sage (collectively “Sublicensees”) under the licenses granted to Sage pursuant to Section 2.1(a); provided that Sage warrants and shall procure, as a condition precedent thereto, that each such Sublicensee shall first be entitled advised of the restrictions set forth in this Agreement with respect to sublicense (including through multiple tiers) the transfer of the rights granted sublicensed to it under Clause 2.1 above such Sublicensee and such Sublicensee shall enter into an agreement (in a form reasonably satisfactory to CyDex, with CyDex named as an intended third party beneficiary) with Sage, or with a higher Sublicensee, pursuant to which such new Sublicensee shall acknowledge and agree to observe and be bound by the applicable restrictions set forth in this Agreement, and Sage shall reasonably promptly deliver to CyDex a true and complete copy of the portions of such agreement which bear on CyDex’s rights (together with a certification from a Sage officer that such provided portions are the only portions of such agreement which bear on CyDex’s rights). Other than as specifically provided in this Section 2.3 and Section 2.4, Sage shall not have the right to grant, or authorize the granting of, sublicenses to any person third party under the licenses granted pursuant to Section 2.1. Sage shall ensure that all Sublicensees will comply with similar or greater financial resources the applicable terms and expertise as Corvus, provided such person is conditions of this Agreement and shall remain fully responsible for the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]. If Corvus or a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply AS AMENDED. compliance by such Sublicensees with the 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 omitted portions. terms and conditions of this AgreementAgreement as if such Sublicensees were Sage hereunder. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this AgreementFor clarity, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis Sage may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with sublicense its rights, and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus supply Captisol or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, to researchers and research institutions for research or development of 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)Compound-based Licensed Product, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]including for any investigator-initiated study of any Compound-based Licensed Product.

Sublicensing. 2.2.1 Corvus BSP shall have the right to grant sublicenses to Affiliates and to Third Parties with respect to the rights licensed to BSP under Section 5.1; provided that any Sublicenses to Third Parties shall be entitled subject to sublicense (including Sections 5.2.1 through multiple tiers) 5.2.6: 5.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources terms and expertise as Corvusconditions of this Agreement, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it and shall not do so without Vernalis’s prior written consent limit the ability of BSP (such consent not individually or through the activities of its Sublicensee) to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for fully perform all of its obligations under this Agreement or OncoMed’s rights under this Agreement; 5.2.2 [***]; 5.2.3 BSP shall remain responsible for the performance of this Agreement and the performance of its Sublicensees hereunder, and shall cause each such Sublicensee to enable BSP to comply with all applicable terms and conditions of this Agreement; 5.2.4 each Sublicense shall terminate immediately upon the applicable termination of this Agreement (in whole or only with respect to the rights that are subject to such Sublicense); however, OncoMed shall have the obligation to license each Sublicensee, at Sublicensee’s option, on substantially similar terms to those granted in such Sublicensee’s respective Sublicense, provided that such Sublicense has not been terminated for such Sublicensee’s breach or insolvency, such Sublicensee is otherwise performing activities in a [***] 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. manner consistent with this Agreement, and the terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be Sublicense agreement are consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus ; and 5.2.5 such Sublicensees shall provide 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 copy “Sublicensee”), provided that such further Sublicenses shall be in accordance with and subject to all of any sublicense agreement executed by Corvus or any the terms and conditions of this Section 5.2 (i.e., such Sublicensee shall be subject to Vernalis within [***] of its executionthis Section 5.2 in the same manner and to the same extent as BSP). 2.2.2 In 5.2.6 For purposes of clarity, where BSP retains a Third Party contractor to perform any activity permitted under this Agreement as provided in Section 2.3.9, where such activity is to be performed at the event direction and control and for the sole benefit of termination BSP under any of BSP’s have made, have used, have sold, have offered for sale or have imported rights granted herein, such retention of the Third Party contractor is not a Sublicense within the meaning of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense Section 5.2 but is considered an activity of BSP under the license 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 [***]. Any such [***]in Section 5.1.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) If the rights granted to it license grant under Clause Section 2.1 above to any person with similar or greater financial resources and expertise as Corvusis exclusive, provided such person is [***]. If Corvus or a Sublicensee wishes Licensee has the right to grant a sublicense to any person which does not meet Sublicense Agreements under 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply Licensed Patent Rights consistent with the applicable [***] Certain information in this document has been omitted and filed separately with terms of the Securities and Exchange Commission. Confidential treatment has been requested with respect Agreement, subject to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either following: (a) Vernalis may have against Each Sublicensee, including an Affiliate extended rights hereunder pursuant to Section 2.2, must agree in writing to be bound, for the Sublicensee or (b) Corvus may have against the Sublicensee for breach benefit of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to Licensor, by the terms and conditions of this Agreementthe 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). Corvus shall provide To the extent that Licensee permits a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] grant further sub-tier sub-sublicense agreements, then each such sub-sublicensee shall be considered a “Sublicensee” under the Agreement and must also agree in writing to be bound, for the benefit of its executionLicensor, by the above-referenced Sections. 2.2.2 In (b) Each such Sublicense Agreement shall indicate that Licensor is a third party beneficiary of the terms and conditions required by Section 2.3(a), and is entitled to enforce the same. Survival or not of Sublicensee rights in the event of termination of this Agreement:the Agreement shall be governed by Section 7.5(b) below. (ac) Licensee shall (and to the extent a Sublicensee is authorized by Corvus pursuant Licensor to Clause 12.2.1 (material breachgrant further sublicenses, such Sublicensee shall) or Clause 12.3 (termination at will) deliver to Licensor a true, with respect to any Vernalis Licensed Compound or Licensed Productcomplete, any sublicense and correct copy of each Sublicense Agreement granted by Corvus pursuant to Clause 2.2.1 Licensee, 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 automatically terminate; orbe 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. (bd) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, and any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Vernalis pursuant Licensee will be deemed to Clause 12.2.1 be a breach by Licensee of the Agreement unless Licensee complies with the remaining provisions of this paragraph. Each Sublicense Agreement will contain a right of termination by Licensee in the 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 Licensee (material a “Sublicensee Breach”). In the event of a Sublicensee Breach, and if after a reasonable opportunity to cure as provided in any such Sublicense Agreement (not to exceed 30 days for a payment breach and 90 days for a non-payment breach), Clause 12.2.2 (challenge such Sublicensee fails to IP) or Clause 12.2.3 (insolvency)cure such Sublicensee Breach, Vernalis shall [***]. Any then the Licensee will terminate the Sublicense Agreement within 30 days thereafter unless Licensor agrees in writing that such [***]Sublicense Agreement need not be terminated.

Sublicensing. 2.2.1 Corvus 4.1 LICENSEE shall have the right to sublicense all or any part of the rights and licenses granted herein for such periods of time as LICENSEE deems in its best interest and sublicensees shall have the right to further sublicense the same, Any sublicense granted by LICENSEE or its sublicensee shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of 'this Agreement. Corvus Agreement and shall contain an express provision to that effect, No sublicense shall relieve LICENSEE of any of LICENSEE'S obligations under this Agreement unless UNIVERSITY consents in writing to such release. 4.2 At the time of granting any sublicense, LICENSEE shall provide UNIVERSITY a copy signed photocopy of any sublicense LICENSEE'S written agreement executed with the sublicensee, and LICENSEE promptly shall upon request by Corvus or any Sublicensee to Vernalis within [***] UNIVERSITY furnish UNIVERSITY with copies of its executionall accounting and notices between LICENSEE and such sublicensee during the entire life of the sublicense. 2.2.2 4.3 In the event of termination of the rights and licenses granted herein are terminated in accordance with this Agreement: (a) by Corvus pursuant , LICENSEE immediately shall assign to Clause 12.2.1 (material breach) UNIVERSITY any and all sublicenses and sublicensees immediately shall begin paying all monies or Clause 12.3 (termination at will) , with respect other consideration due LICENSEE under the sublicense to any Vernalis Licensed Compound or Licensed Product, UNIVERSITY upon notice to such sublicensees from UNIVERSITY and LICENSEE shall include a provision to this effect in any sublicense granted by Corvus pursuant LICENSEE. 4.4 If LICENSEE grants a sublicense to Clause 2.2.1 any third party owned, in whole or in part, by LICENSEE, or owned, in whole or in part, by an entity which owns LICENSEE, in whole or in part, then any such sublicense shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach)be on terms such that UNIVERSITY receives the ROYALTY, Clause 12.2.2 (challenge to IP) as provided in Article 5 below, or Clause 12.2.3 (insolvency)the SUBLICENSE ROYALTY, Vernalis shall [***]. Any such [***]whichever is greater.

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, [***] and which shall not be entitled to sublicense (including through multiple tiers) unreasonably withheld, the rights granted to it Licensee may enter into sublicensing agreements under Clause 2.1 above the Licensed Patent Rights. With respect to any person proposed sublicense agreement, if the IC does not provide the Licensee with similar or greater financial resources and expertise as Corvus, provided such person is written rejection thereof within [***]. If Corvus or a Sublicensee wishes , the IC shall be deemed to grant a have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. 4.2 The Licensee agrees that any person which does not meet the above criteria then sublicenses granted by it shall not do so without Vernalis’s prior written consent (such consent not provide that the obligations to the IC of Paragraphs 5.1‑5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be unreasonably withheld or delayed). Any person to which Corvus grants binding upon the sublicensee as if it were a sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1Agreement. 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, shall be or the conversion to a “Sublicensee”. In license directly between the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1sublicensees and the IC, Corvus shall remain responsible for all at the option of its obligations under the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and shall cause each Sublicensee to comply with contingent upon acceptance by the applicable 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. terms A-035-2017 NIH Patent License Agreement--Exclusive Model 10-2015 [Final] [Selecta Biosciences] [3 April 2017] 4.4 The Licensee agrees to [***]. To the extent permitted by law, the IC agrees to [***]. 4.5 The Licensee may enter into sublicensing agreements under Licensed Patent Rights with Affiliates of Licensee, and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach 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. Any such permitted ; provided that Licensee shall notify IC in writing of the Affiliate that 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 Licensed Patent Rights within [***] of its executioneffectiveness of each sublicense. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Licensee shall be entitled have the right to sublicense (including through multiple tiers) grant sublicenses or to assign any or all of the rights granted hereunder only to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvusan entity which has been approved in writing by CSMC (each, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person " Permitted Sublicensee"), which does not meet the above criteria then it approval 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, such Permitted Sublicensee shall be a “Sublicensee”. In subject in all respects to the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall cause each be responsible for monitoring and enforcing, performance of all of Licensee' s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Pe1mitted Sublicensee shall be required to comply with agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable [***] Certain information provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC's name and marks, indemnification of CSMC and the use of CSMC's Confidential Information. Permitted Sublicensees may not further sublicense without CSMC's prior written consent, which consent shall not be unreasonably withheld or delayed. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees ' profit sharing or royalty reports, in this document has been omitted and filed separately with the Securities and Exchange Commissionno event more than thirty (30) days following execution or receipt thereof, as applicable. Confidential treatment has been requested Licensee shall also keep CSMC reasonably informed with respect to the omitted portionsprogress of any relations entered into with any Pe1mitted Sublicensees. terms If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC's name and conditions marks, the indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third- party beneficiary thereof with respect to the covenants set forth in this Agreement. If the acts or omissions Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any Sublicensee cause Corvus to be manner any of its obligations set forth in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) Royalty-Free Sublicenses. If, and only if, Licensee pays all royalties due CSMC from a Permitted Sublicensee's Net Sales, Licensee may grant that Permitted Sublicensee a royalty-free or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound non-cash sublicense 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 [***]. Any such [***]cross-license.

Sublicensing. 2.2.1 Corvus Licensee shall be entitled have the right to sublicense (including through multiple tiers) grant sublicenses or to assign any or all of the rights granted hereunder only to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvusan entity which has been approved in writing by CSMC (each, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person "Permitted Sublicensee"), which does not meet the above criteria then it approval 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, such Permitted Sublicensee shall be a “Sublicensee”. In subject in all respects to the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall cause each be responsible for monitoring and enforcing, performance of all of Licensee' s ob ligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Pe1mitted Sublicensee shall be required to comply with agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable [***] Certain information provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC's name and marks, indemnification of CSMC and the use of CSMC's Confidential Information. Permitted Sublicensees may not further sublicense without CSMC's prior written consent, which consent shall not be unreasonably withheld or delayed. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments , and all copies of Permitted Sublicensees ' profit sharing or royalty reports, in this document has been omitted and filed separately with the Securities and Exchange Commissionno event more than thirty days (30) following execution or receipt thereof, as applicable. Confidential treatment has been requested Licensee shall also keep CSMC reasonably informed with respect to the omitted portionsprogress of any relations entered into with any Pe1mitted Sublicensees. terms If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC's name and conditions marks, the indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being a third- party beneficiary thereof with respect to the covenants set forth in this Agreement. If the acts or omissions Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any Sublicensee cause Corvus to be manner any of its obligations set forth in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to the following conditions: (a) Licensee may only 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1a written sublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, Corvus the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement shall remain responsible be English. (d) Within [*] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for all 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 complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain [*] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and shall cause each for any act or omission of an Affiliate or Sublicensee to comply with the 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 omitted portions. terms and conditions that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person Upon written approval from Licensor, Licensee may enter into sublicensing agreements with similar or greater financial resources and expertise as CorvusSublicensees, provided such person is [***]. If Corvus or that Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a) Any sublicense granted by Licensee to a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for incorporate all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement, which shall be binding upon each Sublicensee as if such Sublicensee were a party to this Agreement. Corvus Licensee shall collect and guarantee all payments due Licensor from Sublicensee(s). In each such sublicense, the Sublicensee will be prohibited from granting further sublicenses; b) If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees for the sublicense of the Patent Rights will, upon written notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of Licensee; c) Licensee shall within thirty (30) days of: (a) execution, provide Licensor with a copy of each sublicense granted by Licensee hereunder, and any sublicense agreement executed by Corvus amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Licensee from Sublicensee(s); and d) If this Agreement is terminated for any Sublicensee reason, Licensor shall have the sole option to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breachterminate any or all sublicense(s) and all rights granted thereunder, 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 require Licensee to Clause 12.2.1 (material breachimmediately assign all of its right, title, and interest to all sublicense(s) to Licensor, including the right to receive all income from the sublicense(s). Licensee shall, Clause 12.2.2 (challenge prior to IPexecution of each sublicense, make the intended Sublicensee(s) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]aware of this contingency.

Sublicensing. 2.2.1 Corvus GSK shall be entitled have the right to sublicense (including grant sublicenses, through multiple tiers) tiers of sublicensees, of the rights license granted to it GSK by Mersana under Clause 2.1 above Section 4.1 (License Grant to any person with similar or greater financial resources GSK) to its Affiliates and expertise as CorvusThird Parties (each, a “Sublicensee”); provided such person is that, prior to the expiration of the [**] and, if Mersana exercises the [**]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet , GSK may not, without the above criteria then it shall not do so without Vernalis’s prior written consent of Mersana (such consent not to be unreasonably withheld withheld, conditioned or delayed), grant a sublicense to a Third Party to Develop or Commercialize the Licensed Compound or any Licensed Product in the Shared Territory, except for customary sublicenses and subcontracts granted in the ordinary course of business in the Shared Territory (e.g., sublicenses and subcontracts to CMOs, contract research organizations, distributors and other Third Parties performing services on behalf of GSK or any of its Affiliates). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, all sublicenses shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement in writing and shall cause each require the Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions With respect to any such sublicense for which ▇▇▇▇▇▇▇’s prior written consent is required pursuant to this Section 4.3 (Sublicensing), GSK shall provide Mersana with a copy of any Sublicensee cause Corvus to be in breach such sublicense agreement with any Third Party within [**] following the execution of this Agreement, Corvus such sublicense agreement (which shall be responsible for GSK’s Confidential Information); except that any such breach regardless copy may be reasonably redacted to remove any confidential, proprietary, or competitively sensitive information, as long as such redactions do not adversely affect ▇▇▇▇▇▇▇’s ability to understand the scope of any remedy which either (a) Vernalis may have against the Sublicensee rights sublicensed or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any to confirm that such permitted sublicenses shall be consistent sublicense agreement complies with and expressly made subject to the all applicable terms and conditions of this Agreement. Corvus shall provide With respect to any other such sublicense by GSK or any of its Affiliates to a Third Party for which GSK is not required to deliver a copy of any sublicense agreement executed by Corvus or any Sublicensee pursuant to Vernalis within this Section 4.3 (Sublicensing) (a) pursuant to which GSK grants such Third Party the right to [**] the Licensed Compound or any Licensed Product [*] of its execution. 2.2.2 In the event of termination of this Agreement: *], or (b) [**], in each case ((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 except for customary sublicenses and subcontracts granted in the ordinary course of business in such Major Market (challenge e.g., sublicenses and subcontracts to IP) CMOs, contract research organizations, distributors and other Third Parties performing services on behalf of GSK or Clause 12.2.3 (insolvencyany of its Affiliates), Vernalis GSK shall [***]promptly deliver notice to Mersana identifying such Third Party, together with a brief summary of the scope of such sublicense grant. Any GSK shall remain responsible for performance by its Sublicensees of all of its obligations to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the same extent as if such [***]activities were conducted by GSK.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) Except as set out in item 5 of the Details Schedule or under clause 3.3(b):‌ (i) the Licensee may only grant sublicences of the Licence to the Licensed IPR where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, 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 granted are expressly limited in item 5 of the Details Schedule and subject to it the further requirements under Clause 2.1 above 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 any person 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 similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement 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 shall cause each Sublicensee to comply with the applicable [***] Certain information at least as onerous as those contained in this document has been omitted Agreement so far as they are capable of observance and filed separately with performance by the Securities and Exchange Commission. Confidential treatment has been requested with respect sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted portions. terms and conditions to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated, or novated to the Licensor, at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) In addition to the Licensor's other obligations under this Agreement, the Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding for this purpose financial payment terms and any personal information). If In respect of any sublicences to users of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of any Sublicensee cause Corvus the Licensee. Guidance Note for clause 3.4: This template does not provide for technology transfer services (eg instruction and training, maintenance services, show- how, help desk or personnel support etc). This clause does allow for the parties to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against agree to 'Materials' and support that the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject Licensor will provide to the terms and conditions of Licensee to assist with exercising the Licensee's rights. For example, this Agreementmay include prototypes, samples or documentation. Corvus shall provide If the Licensee requires substantial additional services, the simplest approach is to use a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionseparate agreement. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus JV-Company shall have the right to sublicense in the Exclusive Licensed Business in the Licensed Territory and/or the Non-Exclusive Licensed Business in the Licensed Territory, together with the right under Section 3.2, on the following terms (for avoidance of doubt, the prior consent of LanzaTech HK is not required for the sublicensing by JV-Company in accordance with this Section 3.3): (a) Sublicenses shall be entitled non-exclusive, non-sublicensable sublicenses that are transferable only from JV-Company to sublicense LanzaTech HK under certain conditions; (including through multiple tiersb) JV-Company will notify LanzaTech HK prior to entry into negotiations of a potential Sublicense with a potential Sublicensee where at the rights granted time of commencement of negotiations there is not a successfully operating existing Commercial Facility for the specific source of the Exclusive Feedstock and/or Non-Exclusive Feedstock; JV-Company is not required to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant obtain the prior consent of LanzaTech HK when granting 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 sublicense and to which any further tiers of sublicense are grantedthird party, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event provided that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of JV-Company fully fulfills its obligations obligation under this Agreement Section 3.3; (c) JV-Company shall provide LanzaTech HK with a copy of each executed Sublicense agreement (“Sublicense Agreement”) and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to ensure the terms and conditions of each Sublicense Agreement complies with the principles of sublicensing established this Agreement. Corvus The Sublicense Agreements shall provide include the provisions of the Sections set out in Exhibit D to the largest extent; (d) JV Company shall supervise and cause the Sublicensees to comply with the requirements of the applicable Sublicense Agreements (including those provisions set out in Exhibit D); (e) JV-Company will collect all payments which are due to LanzaTech HK as a copy result of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of JV-Company sublicensing its execution. 2.2.2 In rights under the event of termination provisions of this Agreement:. (af) JV-Company shall not grant to its Sublicensees any LanzaTech HK rights not conveyed to JV-Company and permitted for Sublicenses by Corvus pursuant this Agreement. The royalty paid to Clause 12.2.1 (material breach) LanzaTech HK under Sublicenses for all monies or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted other consideration of whatever kind received by Corvus pursuant to Clause 2.2.1 JV-Company 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 [***]. Any such [***]be as set out in Section 5.

Sublicensing. 2.2.1 Corvus Subject to the terms and conditions of this Agreement and the In-License Agreements, Teijin shall be entitled have the right to sublicense (including through multiple tiers) the rights granted to it under Clause Section 2.1 above to any person to: 2.2.1 Any of its Affiliates without Versartis’ consent; provided that (i) Teijin provides Versartis with similar or greater financial resources prior notice of the name of the Affiliate and expertise as Corvus, provided such person is [***]. If Corvus or a 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 rights to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee sublicensed; (ii) such Affiliate agrees in writing to comply with the terms and conditions of this Agreement that are applicable [***to such Affiliate’s activities under such sublicense; and (iii) Teijin remains fully liable for the performance of such Affiliate in accordance with this Agreement. Any sublicense granted by Teijin to one of its Affiliates shall terminate if such entity is no longer an Affiliate of Teijin and Versartis’ approval is not obtained for the continuation of such sublicense [ * ] = Certain confidential information contained in this document document, marked by brackets, has been omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested in accordance with respect subsection 2.2.2 below. Versartis hereby consents to the omitted portions. terms grant by Teijin of a sublicense of all the rights granted hereunder to Teijin Pharma Limited (“TPL”), a wholly owned subsidiary of Teijin and conditions organized and existing under the laws of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this AgreementJapan, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent having its registered office at 2-1, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ and Teijin hereby guarantees that TPL will comply with and expressly made subject to the terms and conditions of this AgreementAgreement that are applicable to TPL’s activities under such sublicense. Corvus Versartis agrees that the foregoing clauses (i) and (ii) shall provide a copy not apply to such grant of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionTPL. 2.2.2 In Third Parties with Versartis’ prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that (i) such sublicensee agrees in writing to comply with the event of termination term and conditions of this Agreement that are applicable to such sublicensee’s activities under such sublicense; and (ii) Teijin remains fully liable for the performance of such sublicensee in accordance with this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Takeda shall be entitled have the right to sublicense (including grant sublicenses through multiple tiers) tiers with respect to the rights granted licensed to it Takeda under Clause 2.1 above Section 6.1 to any person Affiliate of Takeda solely in accordance with similar or greater financial resources and expertise as Corvus, provided such person is Sections 6.2.1 through 6.2.5. Takeda […***]. If Corvus or a Sublicensee wishes …] with respect to grant a sublicense the rights licensed to Takeda under Section 6.1 to any person Third Party […***…] of Orexigen, 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 withheld, conditioned, or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or more sublicenses pursuant through the activities of its Sublicensee) to Clause 2.2.1, Corvus shall remain responsible for 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 shall cause each Sublicensee to comply with the 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 conditions substantially similar to, or less favorable to the omitted portions. Sublicensee than, the corresponding terms and conditions of this Agreement. If ; 6.2.3 promptly after execution of the acts or omissions Sublicense, and specifically excluding any sublicenses granted to an Affiliate of any Sublicensee cause Corvus Takeda, Takeda shall provide a complete and correct copy of such Sublicense to be in breach Orexigen; 6.2.4 Takeda shall remain responsible for the performance of this AgreementAgreement and the performance of its Sublicensees hereunder, Corvus and shall be responsible for cause such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent to enable Takeda to comply with and expressly made subject to the all applicable terms and conditions of this Agreement. Corvus ; and 6.2.5 each Sublicense shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In terminate immediately upon the event of termination of this Agreement: Agreement (a) by Corvus pursuant to Clause 12.2.1 (material breach) in whole or Clause 12.3 (termination at will) , only with respect to any Vernalis Licensed Compound or Licensed Productthe rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense granted by Corvus pursuant or sublicensee, as the case may, be with respect 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 [***]. Any such [***]Takeda’s Affiliates.

Sublicensing. 2.2.1 Corvus 4.1 The Licensee shall be entitled to sublicense (including through multiple tiers) have the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes right to grant a sublicense sublicenses to any person which does not meet third parties with respect to the above criteria then it shall not do so without Vernalis’s Technology with the prior written consent (such consent of the University, not to be unreasonably withheld or delayed). Any person withheld. 4.2 The Licensee shall have the right to which Corvus grants a sublicense and grant sublicenses to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Affiliates with respect to the omitted portions. terms and conditions of this Agreement. If Technology without the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach prior written consent 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 event of termination of this AgreementUniversity, provided that: (a) the Licensee will cause the Affiliate so sublicensed to perform the terms of this Agreement as if such Affiliate were the Licensee hereunder; and (b) any Affiliate so sublicensed shall unconditionally, absolutely and irrevocably covenant and agree with the University as primary obligor, to adopt as its own obligations every obligation of the Licensee contained or set forth in this Agreement, including without limitation, the covenants in this Agreement to pay any amounts due to the University under the terms of this Agreement. The obligations and liabilities of such Affiliate and the Licensee under this Agreement shall be joint and several and the University shall not be obliged to seek recourse against an Affiliate before enforcing its rights against the Licensee. For greater certainty it is hereby confirmed that any default or breach by Corvus pursuant to Clause 12.2.1 an Affiliate of any term of this Agreement will also constitute a default by the Licensee under this Agreement. 4.3 The Licensee will furnish the University with a copy of each sublicense granted within [*] days after execution. 4.4 Any sublicense (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, including any sublicense granted to an Affiliate) granted by Corvus the Licensee shall contain covenants by the sublicensee to observe and perform similar terms and conditions to those in this Agreement, including, without limitation, a restriction on the grant of further sublicenses without the University’s consent. 4.5 On granting approval to any sublicense, pursuant to Clause 2.2.1 shall automatically terminate; Article 4.1, the University will upon request by the approved sublicensee, provide such sublicensee with a letter confirming that if the University: (a) gives notice of default to the Licensee pursuant to Article 17.3 of this Agreement, or (b) by Vernalis takes any other action pursuant to Clause 12.2.1 (material breach)Articles 17.1 or 17.2 of this Agreement to terminate this Agreement, Clause 12.2.2 (challenge then, prior to IP) any termination of this Agreement, the University will give such sublicensee written notice of such default or Clause 12.2.3 (insolvency)intention to terminate this Agreement, Vernalis shall and in the event of any breach or default by the Licensee, which may be cured pursuant to Article 17.3, will for [***]] days from the date of such notice to the sublicensee, give the sublicensee the opportunity to cure such default or breach on the terms provided in Article 17.3 of this Agreement, mutatis mutandis. Any If this Agreement is terminated, and provided that the sublicense between the Licensee and the sublicensee is in good standing at such [***]time, the University will then enter into good faith negotiations with such sublicensee for the grant to the sublicensee of a new license substantially on the same terms and conditions as are contained in this Agreement.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) Except as set out in item 5 of the Details Schedule: (i) the rights Licensee may only grant sublicences of the Licence granted to it under Clause 2.1 above this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, 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 Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any person sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and shall cause each Sublicensee to comply with the applicable [***] Certain information at least as onerous as those contained in this document has been omitted Agreement so far as they are capable of observance and filed separately with performance by the Securities and Exchange Commission. Confidential treatment has been requested with respect sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted portions. terms and conditions to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (v) the Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) The Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding financial payment terms and any personal information). If In respect of sublicences to purchasers of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionLicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus (a) LICENSEE shall be entitled have no right or power to grant sublicenses of the LICENSED CELL LINE, under section 21. (a), except LICENSEE shall have the right to sublicense third parties to make the LICENSED MONOCLONAL ANTIBODY on behalf of LICENSEE solely for the use of LICENSEE, its AFFILIATES and sublicensees subject to FHCRC's prior written consent, which consent shall not be unreasonably withheld. If FHCRC does not respond in thirty (including through multiple tiers30) the rights granted days to it under Clause 2.1 above written request for consent from LICENSEE, such non-response shall constitute consent by FHCRC hereunder. In addition to any person with similar or greater financial resources and expertise as Corvusother requirements imposed under this Agreement, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense of the LICENSED CELL LINE shall require that the LICENSED CELL LINE be maintained in and not transferred from the United States and will prohibit the sublicensee from sublicensing or otherwise transferring the LICENSED CELL LINE to any other person or entity. Upon the prior written approval of FHCRC, 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 withheld, LICENSEE may sublicense on third party to which Corvus grants a sublicense make the LICENSED MONOCLONAL ANTIBODY in Europe on behalf of LICENSEE solely for the use of LICENSEE, its AFFILIATES and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. sublicensees upon terms and conditions agreeable to FHCRC. A determination by FHCRC that a sublicense will affect adversely its rights in the LICENSED CELL LINE or the LICENSED MONOCLONAL ANTIBODY or its ability to enforce those rights shall be deemed a reasonable basis to withhold consent to that sublicense for purposes of this AgreementSection 2.2(a). (b) LICENSEE may grant and authorize sublicenses to permit third parties to perform LICENSED SERVICES and to make, have made, use and sell LICENSED PRODUCTS (but not the LICENSED CELL LINE) within the scope of the License described in Section 2.1(b) of this Agreement with FHCRC's prior written consent, which consent will not be unreasonably withheld. If FHCRC does not respond in thirty (30) days to written request for consent from LICENSEE, such non-response shall constitute consent by FHCRC hereunder. All sublicenses granted by LICENSEE under this Section 2.2(b) shall include a requirement that the acts or omissions of sublicensesee use reasonable efforts to introduce the LICENSED PRODUCTS into the commercial market as soon as reasonably possible, consistent with sound and reasonable business practices and judgment, and thereafter endeavor to keep LICENSED PRODUCTS reasonably available to the public. (c) In addition to any Sublicensee cause Corvus to be in breach other requirements of this Agreement, Corvus any sublicense agreement under this Section 2.2 shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against bind the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject sublicensee to the terms and conditions of meet all LICENSEE's obligations to FHCRC under this Agreement. Corvus Royalties charged for sublicenses by LICENSEE shall be commercially reasonable. LICENSEE shall promptly provide FHCRC with a copy of any sublicense agreement executed by Corvus or any Sublicensee subject to Vernalis within [***] the confidentiality provisions of its execution. 2.2.2 In the event of termination Article 10 of this Agreement:. (ad) by Corvus pursuant to Clause 12.2.1 Notwithstanding 2.2 (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 breacha)-(c), Clause 12.2.2 LICENSEE may transfer the LICENSED MONOCLONAL ANTIBODY to third parties, and if required by such third party, sublicense the LICENSED MONOCLONAL ANTIBODY for the purpose of testing, analysis, development or manufacturing of LICENSED PRODUCTS or LICENSED SERVICES to be sold or offered for sale by LICENSEE or authorized sublicensees; provided that the third party to whom the transfer is made has agreed (challenge 1) in writing to IPuse the LICENSED MONOCLONAL ANTIBODY solely for that limited purpose and has agreed (2) not to make, use or Clause 12.2.3 sell or offer for sale or otherwise distribute or exploit the LICENSED MONOCLONAL ANTIBODY or any LICENSED PRODUCT or LICENSED SERVICE and (insolvency), Vernalis shall [***]. Any such [***]3) to be bound by the Confidentiality provisions in Article 10 of this Agreement.

Sublicensing. 2.2.1 Corvus Company shall be entitled have the right to sublicense (including sublicense, through multiple tiers) , the rights granted licensed to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusCompany hereunder, provided such person is [***]. If Corvus or a 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 that: (such consent not to be unreasonably withheld or delayed). a) Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, all Sublicenses shall be in writing (and Company shall provide a “Sublicensee”. In copy of all such Sublicenses to Flagship upon execution) and consistent with the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all terms of its obligations under this Agreement (including an assignment of Foundational IP to Company, with a right of further transfer to Flagship, consistent with Section 2.1 and reversion rights consistent with Section 2.7). (b) Company shall cause each Sublicensee notify Flagship in writing of any proposed grant of a Sublicense and provide to comply with the applicable Flagship a copy of any proposed Sublicense at least [***] Certain information Business Days prior to execution thereof for review and comment by Flagship, which comments Company shall not unreasonably refuse to incorporate therein. Company hereby agrees to remain fully liable under this Agreement to Flagship for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. (c) Company shall enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Company of its obligations hereunder to exercise its Commercially Reasonable Efforts pursuant to Section 3.1, directly or through a Sublicensee, to Develop and Commercialize Licensed Products, nor relieve Company of its obligations to pay Flagship any and all royalties and other payments due under this Agreement. If . (d) Such Sublicensees shall have the acts right to grant further sublicenses to Third Parties of same or omissions of any Sublicensee cause Corvus to lesser scope as its sublicense from Company under the licenses contained in Section 2.2, provided that such further Sublicenses shall be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent accordance with and expressly made subject to all of the terms and conditions of this AgreementSection 2.3 (i.e., such Sublicensee shall be subject to this Section 2.3 in the same manner and to the same extent as Company). Corvus For clarity, any Entity to whom a Sublicensee grants a sublicense as permitted by the terms of this Agreement shall provide be deemed to be a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination for purposes of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Takeda shall be entitled have the right to sublicense (including grant sublicenses through multiple tiers) tiers with respect to the rights granted licensed to it Takeda under Clause 2.1 above Section 6.1 to any person Affiliate of Takeda solely in accordance with similar or greater financial resources and expertise as Corvus, provided such person is [***]Sections 6.2.1 through 6.2.5. If Corvus or a Sublicensee wishes Takeda shall not have the right to grant a sublicense Sublicenses with respect to the rights licensed to Takeda under Section 6.1 to any person which does not meet Third Party without the above criteria then it shall not do so without Vernalis’s prior written consent (such consent of Orexigen, which shall not to be unreasonably withheld withheld, conditioned, or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one Orexigen consents to the grant of such a Sublicense, such Sublicense shall be granted solely in accordance with Sections 6.2.1 through 6.2.5: 6.2.1 such Sublicense shall refer to this Agreement and shall be subordinate to and consistent with the terms and conditions of this Agreement, and shall not limit either the ability of Takeda (individually or more sublicenses pursuant through the activities of its Sublicensee) to Clause 2.2.1, Corvus shall remain responsible for 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 shall cause each Sublicensee to comply with the 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 conditions substantially similar to, or less favorable to the omitted portions. Sublicensee than, the corresponding terms and conditions of this Agreement. If ; 6.2.3 promptly after execution of the acts or omissions Sublicense, and specifically excluding any sublicenses granted to an Affiliate of any Sublicensee cause Corvus Takeda, Takeda shall provide a complete and correct copy of such Sublicense to be in breach Orexigen; 6.2.4 Takeda shall remain responsible for the performance of this AgreementAgreement and the performance of its Sublicensees hereunder, Corvus and shall be responsible for cause such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent to enable Takeda to comply with and expressly made subject to the all applicable terms and conditions of this Agreement. Corvus ; and 6.2.5 each Sublicense shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In terminate immediately upon the event of termination of this Agreement: Agreement (a) by Corvus pursuant to Clause 12.2.1 (material breach) in whole or Clause 12.3 (termination at will) , only with respect to any Vernalis Licensed Compound or Licensed Productthe rights that are subject to such Sublicense). For clarity, any references to Sublicense or Sublicensee in Sections 6.2.1 through 6.2.5 shall also mean sublicense granted by Corvus pursuant or sublicensee, as the case may, be with respect 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 [***]. Any such [***]Takeda’s Affiliates.

Sublicensing. 2.2.1 Corvus GSK shall be entitled have the right to sublicense grant sublicenses to (including through multiple tiersa) Affiliates and/or (b) Third Parties for use in any QS-21 Vaccines, to the license rights granted to it under Clause GSK in Section 2.1 above above, subject to any person with similar or greater financial resources the following terms and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes conditions: (a) GSK may grant sublicenses to grant a sublicense to any person which does not meet the above criteria then it shall not do so Affiliates and/or Third Parties (i) for Exclusive Vaccines without VernalisAntigenics MA’s prior written consent provided that the Sublicensee will practice the Licensed Patent Rights and Licensed Technology only to the extent granted to GSK under this Agreement and GSK and the Sublicensee will comply with the remaining provisions of this Section 2.2; and (ii) for all other QS-21 Vaccines as part of a license or sublicense to GSK’s proprietary adjuvant systems, with Antigenics MA’s consent (such consent not to be unreasonably withheld or delayedwithheld). Any person to which Corvus grants a sublicense and to which any further tiers , provided that the Sublicensee will practice the Licensed [**] = Portions of sublicense are granted, each this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Clause 2.2.1, shall be a “Sublicensee”exhibit has been filed separately with the Commission. In Patent Rights and Licensed Technology only to the event that Corvus grants one or more sublicenses pursuant extent granted to Clause 2.2.1, Corvus shall remain responsible for all of its obligations GSK under this Agreement and shall cause each GSK and the Sublicensee to will comply with the applicable [***] Certain information remaining provisions of this Section 2.2, and provided further that Antigenics MA receives Sublicense Revenues in accordance with the terms of the License Agreement for at least as long as Antigenics MA has the right to receive payments under the Amended Manufacturing Agreement. For the avoidance of doubt, it shall not be deemed unreasonable for Antigenics MA to withhold consent under Section 2.1(a)(ii) in the event the Third Party Sublicensee is seeking to develop and commercialize their own products containing QS-21 outside of a research, development and/or commercial collaboration or cross-license arrangement with GSK and Antigenics MA does not receive Sublicense Revenues in accordance with the foregoing. For purpose of clarification, GSK shall have no obligation to seek prior consent or notify and/or provide Antigenics MA a copy of such a sublicense agreement in the case where GSK grants a sublicense to a Third Party for research purpose only and does not get any Sublicense Revenue from that Third Party. The right of Antigenics MA to receive Sublicense Revenues as set forth 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. terms and conditions paragraph shall survive any expiration or termination of this Agreement. If In addition, for purposes of clarity, the acts title of Section 10.4 of the License Agreement is hereby amended to read: “Termination or omissions Continuation for Bankruptcy of any Sublicensee cause Corvus to be in breach Antigenics MA; Effects of Termination of this Agreement”, Corvus shall be responsible for such breach regardless and Section 10.4(c) of the License Agreement is hereby amended by adding reference to Section 2.2 to the second sentence. For the avoidance of doubt, upon expiration of the License Agreement any remedy which either (a) Vernalis may have against the existing Sublicensee or (bfurther Sublicensee shall continue to be a direct Sublicensee(s) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with GSK and expressly made subject to the terms and conditions not become a direct licensee of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionAntigenics MA. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is 4.1 [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet , the above criteria then it Licensee may enter into sublicensing agreements under the Licensed Patent Rights; provided that (a) the IC 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 sublicense review and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted within [***] following the receipt of Licensee’s notice therefor, (b) the IC shall [***] of the sublicense agreement, and filed separately with (c) if the Securities IC does [***] sublicensing agreement within the [***] period, the IC shall [***] sublicensing agreement and Exchange Commission. Confidential treatment has been requested with respect the Licensee shall have the right to enter into such sublicensing agreement. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the omitted portions. terms IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and conditions 13.8-13.10 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. If The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the acts Licensee shall provide for the termination of the sublicense, or omissions the conversion to a license directly between the sublicensees and the IC, at the option of any Sublicensee cause Corvus the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval (not to be in breach unreasonably withheld, conditioned, or delayed) and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against to the Sublicensee or (b) Corvus may have against extent applicable to the Sublicensee for breach scope of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject [***] NIH Patent License Agreement – Exclusive Model 10-2015 Page 7 of 29 [SentiBio] [7-20-2020] 4.4 The Licensee agrees to forward to the 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 and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus necessary for review to ensure Licensee’s or any Sublicensee to Vernalis sublicensee’s compliance with its obligations under this Agreement) of each fully executed sublicense agreement postmarked within [***] of its execution. 2.2.2 In the event execution of termination of this Agreement: the agreement; provided that Licensee may redact any commercially sensitive information which is not necessary for the IC to confirm (a) by Corvus pursuant to Clause 12.2.1 (material breach) such sublicense agreement’s compliance with the terms of this Agreement 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) the sublicensing royalties due under this Agreement. To the extent permitted by Vernalis pursuant law, the IC agrees to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]maintain each sublicense agreement in confidence.

Sublicensing. 2.2.1 Corvus Go shall be entitled have the right to sublicense (including through multiple tiers) grant sublicenses under the license rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusSection 2.1, provided such person sublicensee is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person approved by 800 and Piestro (each an “Approved Sublicensee”), which does approval will not meet the above criteria then it shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed). Any person For each proposed sublicensee, Go shall submit to which Corvus grants a sublicense 800 and to which any further tiers Piestro for approval the (i) identity of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible sublicensee and information about its principals and management team; (ii) the reason for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the sublicense; (iii) the 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 omitted portions. licensee fees or royalty rates, if any, (iv) other terms and conditions of this Agreementthe sublicense and (v) any other information reasonably requested by 800 or Piestro to evaluate such proposed sublicensee. 800 and Piestro shall have five (5) business days from the date each receives all requested information to object to the proposed sublicensee. If 800 or Piestro do not respond within such five (5) business day period, then the acts non-responding party shall be deemed to have approved of such proposed sublicensee. Any objection by 800 or omissions Piestro must be in writing and reasonably detailed. Go may resubmit the request for approval of any sublicensee and 800 and/or Piestro, as applicable shall have an additional five (5) business days from the date of such resubmission to object. Once a sublicensee is approved or deemed approved under this Section 2.4, such Approved Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless covered by the license granted to Go pursuant to Section 2.1. The approval of any remedy which either (a) Vernalis may have against the Sublicensee sublicenses shall not be unreasonably denied, conditioned or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted delayed, provided that all sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement and the sublicense agreements provide that: (a) no sublicense may exceed the scope of rights granted to Go under 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 ; (b) in the event of expiration or termination of this Agreement: , all sublicense rights will terminate automatically effective as of the expiration or termination date of this Agreement (aprovided, any Approved Sublicensee will be afforded the the post-termination rights of Go set forth in Section 14(d)(ii) of the Sales Representative Agreement); (c) Go shall require all sublicensees to agree in writing to be bound by Corvus pursuant to Clause 12.2.1 the applicable terms and conditions of this Agreement; and (material breachd) or Clause 12.3 (termination at will) , the sublicense agreements shall provide that 800 and Piestro are third party beneficiaries with enforcement rights of such sublicense with respect to any Vernalis the use of the respective 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 [***]. Any such [***]Marks.

Sublicensing. 2.2.1 Corvus Anebulo 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 CorvusAnebulo, provided such person is [***]not developing or commercialising any product (whether a pipeline asset or a marketed product) which (i) contains a CB1 antagonist or (ii) is for the same indication covered or proposed to be covered by a Phase II Clinical Trial, a Pivotal Clinical Trial, an application for a Marketing Authorisation or a granted Marketing Authorisation for the Licensed Product. If Corvus Anebulo or a Sublicensee wishes to grant a sublicense sub-license to any person which that 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 Anebulo grants a sublicense sublicence and to which any further tiers of sublicense sublicence are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus Anebulo grants one or more sublicenses sublicences pursuant to Clause 2.2.1, Corvus Anebulo shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus Anebulo to be in breach of this Agreement, Corvus Anebulo shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus Anebulo may have against the Sublicensee for breach of the sublicense; provided, however, that if default by a Sublicensee of its material obligations gives rise to Vernalis’ right of termination under this Agreement, Vernalis shall not be entitled to terminate this Agreement if, within sixty (60) days after receipt of written notice thereof from Vernalis (or thirty (30) days in the case of breach of a payment obligation), Anebulo has either (i) caused such Sublicensee to take actions to cure such default, or (ii) terminated its sublicense agreement with such Sublicensee and taken actions to cure such default. Any such permitted sublicenses sublicences shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus Anebulo shall provide a copy of any sublicense sublicence agreement executed by Corvus Anebulo or any Sublicensee to Vernalis within [***] ten (10) Business Days of its execution, (which copy may be redacted to delete information not relevant to determining whether such sublicense is consistent with the provisions of this Agreement). 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , Agreement with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense sublicence granted by Corvus Anebulo pursuant to Clause 2.2.1 shall automatically terminate; or (b) by . In event of such termination, any Sublicensee that Anebulo notifies to Vernalis pursuant in writing is in good standing under its sublicense agreement with Company will have the right to Clause 12.2.1 (material breach)request a new direct license with Vernalis on substantially the same terms and conditions as those in this Agreement and Vernalis agrees to consider such request and negotiate any license in good faith, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), provided that Vernalis shall [***]. Any have no obligation to grant any such [***]license or assume or agree to any additional obligations beyond those set forth in this Agreement.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) Except as set out in item 5 of the Details Schedule: (i) the rights Licensee may only grant sublicences of the Licence granted to it under Clause 2.1 above this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, 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 Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any person sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and shall cause each Sublicensee to comply with the applicable [***] Certain information at least as onerous as those contained in this document has been omitted Agreement so far as they are capable of observance and filed separately with performance by the Securities and Exchange Commission. Confidential treatment has been requested with respect sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted portions. terms and conditions to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (v) the Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Curis shall be entitled have the right to sublicense (including grant Sublicenses under the Curis Commercial License, and ImmuNext shall have the right to grant sublicenses under the ImmuNext License, in each case, through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are grantedsolely in accordance with this Section 8.2, as follows: 8.2.1 each pursuant Sublicense or ImmuNext sublicense (as applicable) shall refer to this Clause 2.2.1, Agreement and shall be a “Sublicensee”. In subordinate to and consistent with the event that Corvus grants one terms and conditions of this Agreement, and shall not limit the ability of the granting Party to fully perform its obligations under this Agreement or more sublicenses pursuant the other Party’s rights under this Agreement; 8.2.2 in each Sublicense, the Sublicensee shall agree to Clause 2.2.1be subject to, Corvus and bound by, the terms and conditions of the applicable Upstream Agreements to the extent required under the terms of such Upstream Agreements; 8.2.3 Curis shall remain responsible for all the performance of its obligations under this Agreement and the conduct of its Affiliates and Sublicensees hereunder, including the payment of all payments due, and making reports and keeping books and records, and shall cause each Affiliate and Sublicensee to enable Curis to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus ; 8.2.4 ImmuNext shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] remain responsible for the performance of its execution. 2.2.2 In obligations under this Agreement and the event conduct of termination its Affiliates and sublicensees hereunder, including making reports and keeping books and records, and shall cause each Affiliate and ImmuNext sublicensee to enable ImmuNext to comply with the terms and conditions of this Agreement:; and 8.2.5 Sublicensees or ImmuNext sublicensees (aas applicable) by Corvus pursuant shall have the right to Clause 12.2.1 grant further Sublicenses or ImmuNext sublicenses (material breachas applicable) of the same or Clause 12.3 lesser scope as its Sublicense or ImmuNext sublicense (termination at willas applicable) from the granting Party under the Curis Commercial License or the ImmuNext License, as applicable (the counterparty to such further Sublicense/sublicensee also being a “Sublicensee” or “ImmuNext sublicensee”, as applicable); provided, however, that such further Sublicenses or ImmuNext sublicenses (as applicable) shall be in accordance with respect and subject to any Vernalis Licensed Compound all of the terms and conditions of this Section 8.2 and Section 8.3 (i.e., such initial Sublicensee or Licensed Product, any sublicense granted by Corvus pursuant ImmuNext sublicensee shall be subject to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant this Section 8.2.5 in the same manner and to Clause 12.2.1 (material breachthe same extent as the granting Party), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus ECR shall be entitled to sublicense (including through multiple tiers) have the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes right to grant sublicenses under the grant in Section 2.1 to Affiliates and/or Third Parties pursuant to a sublicense separate written agreement, subject to any person which does not meet the above criteria then it shall not do so without Vernalisfollowing requirements and conditions: 2.2.1 ECR must obtain NovaDel’s prior written consent (in respect of each such sublicense to an Affiliate or Third Party, which consent shall not to be unreasonably withheld withheld, delayed or delayed)conditioned. Any person If NovaDel does not respond to which Corvus grants ECR’s request to consent to a sublicense and within ten (10) Business Days after receiving a written request, consent to which any further tiers of sublicense are granted, each such request shall be deemed to have been given. 2.2.2 Except to the extent the Parties otherwise agree pursuant to this Clause 2.2.1, shall be the terms of a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations particular sublicense granted under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of Section 2.2, except for financial terms, any Sublicensee cause Corvus to sublicense agreement must be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be fully consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus , and provide that the sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Section 8.1.1. 2.2.3 Within five (5) Business Days after execution or receipt thereof, as applicable, ECR shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports relating to the Product (including relating to royalties and other payments) received by ECR from such sublicensees. 2.2.4 Termination of this Agreement by NovaDel with respect to ECR shall not terminate any sublicense agreement executed granted by Corvus or ECR pursuant to this Section 2.2 with respect to a sublicensee, provided that (i) such sublicensee is not in breach of any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination material provision of this Agreement or the applicable sublicense agreement, (ii) such sublicensee shall perform all obligations of ECR under this Agreement: , (aiii) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , NovaDel shall have all rights with respect to any Vernalis Licensed Compound or Licensed Productand all sublicensees as it had hereunder with respect to ECR prior to termination of this Agreement with respect to ECR, and (iv) ECR shall include in any sublicense granted a provision in which said sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate such sublicense agreement for a material breach of such sublicense agreement by Corvus pursuant such sublicensee. The failure of ECR to Clause 2.2.1 include in a sublicense the provisions referenced in clause (iv) shall automatically terminate; orrender the affected sublicense void. (b) 2.2.5 ECR shall remain responsible for complying with all terms and conditions of this Agreement regardless of whether a sublicensee performs any part of this Agreement, including royalty payments for Net Sales by Vernalis pursuant ECR’s permitted sublicensees. In addition, ECR shall ensure that each of its sublicensees accepts, and shall use Commercially Reasonable Efforts to Clause 12.2.1 (material breach)ensure that each of its sublicensees complies with, Clause 12.2.2 (challenge all of the terms and conditions of this Agreement as if such sublicensees were a party to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]this Agreement.

Sublicensing. 2.2.1 Corvus GSK shall be entitled have the right to sublicense grant sublicenses to (including through multiple tiersa) Affiliates and/or (b) Third Parties for use in any QS-21 Vaccines, to the license rights granted to it under Clause GSK in Section 2.1 above above, subject to any person with similar or greater financial resources the following terms and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes conditions: (a) GSK may grant sublicenses to grant a sublicense to any person which does not meet the above criteria then it shall not do so Affiliates and/or Third Parties (i) for Exclusive Vaccines without VernalisAntigenics MA’s prior written consent provided that the Sublicensee will practice the Licensed Patent Rights and Licensed Technology only to the extent granted to GSK under this Agreement and GSK and the Sublicensee will comply with the remaining provisions of this Section 2.2; and (ii) for all other QS-21 Vaccines as part of a license or sublicense to GSK’s proprietary adjuvant systems, with Antigenics MA’s consent (such consent not to be unreasonably withheld or delayedwithheld). Any person to which Corvus grants a sublicense and to which any further tiers , provided that the Sublicensee will practice the Licensed [**] = Portions of sublicense are granted, each this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Clause 2.2.1, shall be a “Sublicensee”exhibit has been filed separately with the Commission. In Patent Rights and Licensed Technology only to the event that Corvus grants one or more sublicenses pursuant extent granted to Clause 2.2.1, Corvus shall remain responsible for all of its obligations GSK under this Agreement and shall cause each GSK and the Sublicensee to will comply with the applicable [***] Certain information remaining provisions of this Section 2.2, and provided further that Antigenics MA receives Sublicense Revenues in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment terms of the License Agreement for at least as long as Antigenics MA has been requested with respect the right to receive payments under the omitted portions. terms and conditions of this Amended Manufacturing Agreement. If For the acts avoidance of doubt, it shall not be deemed unreasonable for Antigenics MA to withhold consent under Section 2.1(a)(ii) in the event the Third Party Sublicensee is seeking to develop and commercialize their own products containing QS-21 outside of a research, development and/or commercial collaboration or omissions cross-license arrangement with GSK and Antigenics MA does not receive Sublicense Revenues in accordance with the foregoing. For purpose of any Sublicensee cause Corvus clarification, GSK shall have no obligation to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee seek prior consent 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 notify and/or provide Antigenics MA a copy of any such a sublicense agreement executed by Corvus in the case where GSK grants a sublicense to a Third Party for research purpose only and does not get any Sublicense Revenue from that Third Party. The right of Antigenics MA to receive Sublicense Revenues as set forth in this paragraph shall survive any expiration or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.6.1 The rights and licenses granted pursuant to Section 2.1 are sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.6 (including Section 2.6.2). 2.6.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to the following conditions: (a) Licensee may only 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1a written sublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.6 (including Section 2.6.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, Corvus the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement shall remain responsible be English. (d) Within [*] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for all 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 complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain [*] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and shall cause each for any act or omission of an Affiliate or Sublicensee to comply with the 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 omitted portions. terms and conditions that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense 4.1 The Licensee will not grant sublicenses (including through multiple tierscross-licenses) of the rights granted to it under Clause 2.1 above to Technology and any person with similar or greater financial resources and expertise as CorvusImprovements, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet without the above criteria then it shall not do so without Vernalis’s prior written consent (such consent of the Licensor, not to be unreasonably withheld or delayed). Any person withheld, subject to: (a) the Licensee providing the Licensor with a fully executed copy of such sublicense agreement within 14 days of execution; (b) the Sublicensee agreeing to which Corvus grants a sublicense indemnify the Licensor, UPNG and to which any further tiers of sublicense are granted, IND Agency in accordance with the indemnification provision set forth in Section 9.0 (except that each pursuant reference to this Clause 2.2.1, Agreement in Section 9.0 shall be a “amended to refer to the sublicense agreement for the purposes of such indemnity from the Sublicensee”. In ); (c) the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all sublicense agreement not interfering with the Licensee’s performance of its obligations under this Agreement and shall cause each Sublicensee to comply Agreement; and (d) the sublicense agreement not materially conflicting with the applicable [***] Certain information any terms 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. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In 4.2 Notwithstanding Section 4.1, the event of termination of this AgreementLicensor’s consent will not be required if: (a) by Corvus pursuant to Clause 12.2.1 the proposed Sublicensee has a market capitalization, or in the case of a private company, shareholders equity, of $1 billion (material breachCanadian funds) 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 terminatemore; or (b) the Licensee has, prior to or at the time of granting such sublicense, conducted financing or other activities that have resulted in the receipt by Vernalis pursuant the Licensee of at least $10 million (Canadian funds). 4.3 With respect to Clause 12.2.1 any sublicense agreement requiring the Licensor’s consent under Section 4.1, the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be assigned or sublicensed without the prior written consent of the Licensor, not to be unreasonably withheld, provided however that such sublicensed rights may be sub-sublicensed by the Sublicensee without the prior consent of the Licensor if such sub-sublicense and the parties thereto comply with the provisions of Sections 4.1 and 4.3 (material breachexcept that, for the purposes of this Section 4.4, each reference therein to a “sublicense” or “Sublicensee” shall be deemed to be a reference to a “sub-sublicense” or a “sub-sublicensee”, respectively). 4.5 Prior to the execution of any sublicense agreement and sub-sublicense agreement under this Article 4.0, Clause 12.2.2 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 (challenge 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 IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]Licensor prior to execution.

Sublicensing. 2.2.1 Corvus (i) Other than with respect to subcontractor agreements entered into in accordance with Section 4.10(e), Serenity shall be entitled to not sublicense (including through multiple tiers) the rights granted under Sections 2.4(a) or 2.4(b) without the prior written consent of Allergan. For clarification, an agreement with a contractor, contract research organization, contract manufacturer or other Third Party performing contracted services related to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusDevelopment of a Product shall not be a Sublicensee thereof, provided such person agreement is [a fee-for-service arrangement and does not grant the Third Party the right to sell or promote such Product, and Serenity shall not enter into any such agreement except in accordance with Section 4.7 and 4.10(b), respectively. (ii) Subject to Section 2.5, Serenity shall have the right to grant sublicenses, through multiple tiers of sublicenses, under the license in Sections 2.4(c) to Third Parties, ***]. If Corvus Each sublicense agreement shall include such provisions as are necessary to ensure Serenity’s ability to perform its obligations under this Agreement, including reporting and audit requirements and diligence obligations. Serenity shall be responsible for the performance of its Sublicensees hereunder. Serenity shall provide Allergan with a copy of the sublicense agreement for its Sublicensees within thirty (30) days after execution, which copy may be redacted to exclude financial and other sensitive terms (to the extent such terms are not relevant or applicable to Allergan) and shall be treated as Confidential Information of Serenity hereunder. Each sublicense granted by Serenity to any rights licensed to it hereunder shall terminate immediately upon the termination of the license from Allergan to Serenity with respect to such rights, unless (A) such Sublicensee is not in material breach of its obligations under its sublicense agreement, (B) if this Agreement was terminated for Serenity’s material breach, such Sublicensee cures such material breach by Serenity within thirty (30) days after such termination, and (C) such Sublicensee agrees in writing to be bound directly to Allergan under a license agreement substantially similar to this Agreement with respect to the rights sublicensed hereunder, substituting such Sublicensee wishes for Serenity. (iii) In the event Serenity would like to grant a sublicense for the Development or Commercialization of the Product for the PNE Indication, under the licenses in Sections 2.4(c), to an entity that is *** (the “PNE Development Entity”), Serenity shall notify Allergan and disclose the material terms and conditions of any person which does not meet the above criteria then it shall not do so without Vernalis’s such sublicense agreement prior written consent (to entering into such consent not to be unreasonably withheld or delayed)sublicense agreement. Any person to which Corvus grants a For clarity, any sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [agreement between ***] Certain confidential information contained in this document document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. Confidential treatment has been requested with respect to Serenity and the omitted portions. PNE Development Entity shall include without limitation terms and conditions reasonably acceptable to Allergan, including without limitation terms giving Allergan the same audit and inspection rights as those provided in Section 5.3, setting forth quality standards that are no less stringent than those determined by the JSC pursuant to Section 4.10(d), and obligating such PNE Development Entity to comply with all applicable regulatory obligations and other Applicable Laws, to assign all Inventions to Allergan, to maintain the confidentiality of Confidential Information, to provide Information to Serenity for disclosure to Allergan, to provide to Allergan the right of first negotiation and refusal set forth in Section 2.5, and to indemnify Allergan, each such term to be consistent with the terms and conditions contained in this Agreement. If Allergan consents in writing to Serenity’s grant of such sublicense, ***, such PNE Development Entity ***. For the acts or omissions avoidance of any Sublicensee cause Corvus to be doubt, *** as set forth in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy For clarity, in the event of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis Dicerna may have against grant written sublicenses (each, a “Sublicense Agreement”) to the Sublicensee or Licensed Intellectual Property (bsubject to Section 2.4(b)) Corvus may have against solely to Develop, Manufacture and Commercialize Products are solely directed to the Sublicensee treatment of PH1 for breach of use in the sublicense. Any such permitted sublicenses Field, including to CMOs; provided, however, that any sublicense granted by Dicerna shall be consistent with and expressly made subject and, except as set forth below, subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Corvus Dicerna shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it. If Dicerna becomes aware of a material breach of any Sublicense Agreement by a Sublicensee, Dicerna shall promptly notify Protiva of the particulars of same and take Commercially Reasonable Efforts to enforce the terms of such Sublicense Agreement. All Sublicense Agreements shall provide that the Sublicensee may only use the Confidential Information of Protiva in accordance with terms of this Agreement applicable to Dicerna’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in Article VI. Dicerna shall use Commercially Reasonable Efforts to make Protiva an express third-party beneficiary of each CMO Agreement (as defined in the Supply Agreement), and Protiva shall be an express third-party beneficiary of any other Sublicense Agreement, including the provisions related to use and disclosure of Protiva’s Confidential Information. Upon expiration or termination of this Agreement, and provided any Sublicensee is in good standing and has not contributed to the breach or other circumstance that led to any termination, such Sublicense Agreement will remain in full force and effect and Dicerna will be required, until the expiration or termination of each Sublicense Agreement, to: (i) remit to Protiva all royalties or other payments Dicerna receives from any Sublicensee regarding the sale or other disposition of any Products; and (ii) enforce the terms of the Sublicense Agreement at the direction and expense of Protiva. (b) Unless otherwise provided in this Agreement, Dicerna shall notify Protiva within ***** days after execution of a Sublicense Agreement and provide a copy of the fully executed Sublicense Agreement to Protiva within the same time, which shall be treated as Confidential Information of Dicerna under Article VI. Dicerna may redact any sublicense agreement executed by Corvus financial or other competitively sensitive information from any Sublicensee Sublicense Agreement prior to Vernalis within [***] of its executiondisclosure to Protiva. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to (i) Licensee may sublicense (including through multiple tiers) the rights granted in Section 2(a) without the right to it further sublicense such rights (other than as expressly indicated herein), as follows: A. to advertisers, distributors, vendors, suppliers and other Persons, with no further right to sublicense such rights, as necessary or desirable for Licensee to exercise its own rights under Clause 2.1 above the license in Section 2(a), but not for any other use (including any use for their own benefit) by such advertisers, distributors, vendors, suppliers and other Persons (an “Ancillary Sublicense”); B. to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant Persons who leases one or more Theme Parks or operates or manages one or more of the Theme Parks on Licensee’s behalf (a “Theme Park Operator”), with the right of such Theme Park Operator to Clause 2.2.1grant Ancillary Sublicenses but no other sublicenses, Corvus provided that Licensee or its agents must directly supervise all material aspects of such Theme Parks’ design and operation; C. as permitted in Section 12(b); and D. to its Affiliates, so long as they remain Affiliates of Licensee, who have the further sublicensing rights in subsections (A)-(C) above. (ii) Each sublicense granted by Licensee or Sublicensee shall be in writing and shall provide that Licensor is a third party beneficiary of such sublicense, and that Licensor is entitled to enforce directly upon the Sublicensee the terms of this Agreement relating to the Licensed Marks, including the sampling and quality control obligations set forth herein. (iii) Each sublicense shall not allow for further sublicensing, except for Ancillary Sublicenses. (iv) Licensee shall notify Licensor promptly of, and in no event more than ten (10) days after, entering into a sublicense, and upon Licensor’s request, shall provide Licensor with a copy of each such sublicense. (v) Licensee shall enforce the terms of each sublicense unless Licensor has agreed with Licensee that enforcement may be waived. (vi) Licensee shall remain responsible liable to Licensor hereunder for any and all of damages suffered by Licensor or its obligations under this Agreement and shall cause each Sublicensee Affiliates due to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of under any sublicense agreement executed as if such acts or omissions were made by Corvus or Licensee directly, provided that Licensor may not make a duplicate recovery against both Licensee and any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound such same act or Licensed Product, any omission. A material breach by a Sublicensee of its sublicense granted (and Licensee’s failure to prevent same) shall not constitute a material breach of this Agreement by Corvus Licensee for purposes of termination this Agreement pursuant to Clause 2.2.1 shall automatically terminate; or Section 7(c)(i) unless (by) by Vernalis pursuant such Sublicensee does not cure such material breach within forty-five (45) days after (1) receipt of notice from either Licensor (with a copy to Clause 12.2.1 Licensee) or Licensee or (2) Licensor notifying Licensee of such matter, or (z) Licensee has not, after using reasonable best efforts to have its Sublicensee cure such material breach), Clause 12.2.2 terminated the applicable sublicense at the end of such forty-five (challenge to IP45) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]day period.

Sublicensing. 2.2.1 Corvus Licensee shall be entitled have the right to sublicense (including through multiple tiers) giant sublicenses or to assign any or all of the rights granted hereunder only to it under Clause 2.1 above to any person with similar (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or greater financial resources bio-diagnostic company which is generally recognized in such industries and expertise as Corvuswhich, provided at the time of the sublicense, is in good standing and has a market capitalization of over $100,000,000; and (c) an entity which has been approved in writing by CSMC (on behalf Licensors); provided, that such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it approval shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed)withheld; provided, further, that the Licensee shall request consent from CSMC by submitting a written request to CSMC’s Technology Transfer Office by electronic mail at C▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any person to which Corvus grants a sublicense and to which any further tiers sublicensee permitted under subsection (a) or (b) of sublicense are granted, each pursuant to this Clause 2.2.1, the preceding sentence shall be referred to as a “Permitted Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant CSMC denies a requested sublicense, Licensee shall have the right to Clause 2.2.1, Corvus petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall remain responsible for be subject in all of its obligations under respects to the provisions contained in this Agreement and Licensee will remain primarily liable for, and shall cause each be responsible to the best of Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to comply with agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable [***] Certain information provisions of this Agreement, including, without limitation, those pertaining to the use of the Licensors’ names and marks, indemnification of Licensors and the use of Licensors’ Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent (on behalf of licensors), which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC (on behalf of Licensors) a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in this document has been omitted and filed separately with the Securities and Exchange Commissionno event more than thirty (30) days following execution or receipt thereof, as applicable. Confidential treatment has been requested Licensee shall also keep CSMC (on behalf of Licensors) reasonably informed with respect to the omitted portionsprogress of any relations entered into with any Permitted Sublicensees. terms If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof. Licensee shall provide copies of all audit reports to CSMC (on behalf of Licensors) on a timely basis. Licensee understands and conditions agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with 2.4.1 With respect to the omitted portions. terms licenses and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus sublicenses granted to be in breach of this AgreementHana under Section 2.1, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions set out in the BCCA Agreements and the MD ▇▇▇▇▇▇▇▇ License and Hana’s assumption of any and all license fees, annual fees, milestone payments and royalty obligations set forth in this Agreement. Corvus , Hana shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee have the right to Vernalis within [***] of grant sublicenses to its executionAffiliates and to Third Parties. 2.2.2 In 2.4.2 All sublicensees granted under this Section 2.4 shall be subject to the event of termination of this Agreementfollowing: (a) by Corvus pursuant Hana will cause each Affiliate so sublicensed 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; orperform the terms of this Agreement as if such Affiliate were Hana hereunder; (b) each Affiliate so sublicensed shall unconditionally, absolutely and irrevocably covenant and agree with INEX as primary obligor, to adopt as its own obligations every obligation of Hana contained or set forth in this Agreement to the extent pertinent to scope of such sublicense; (c) Hana unconditionally guarantees the performance of each Affiliate hereunder as if they were signatories to this Agreement to the extent the performance or lack of performance is a breach of this Agreement; (d) the obligations and liabilities of each Affiliate and Hana under this Agreement shall be joint and several and INEX shall not be obliged to seek recourse against an Affiliate before enforcing its rights against Hana. For greater certainty it is hereby confirmed that any default or breach by Vernalis pursuant an Affiliate of any term of this Agreement will also constitute a default by Hana under this Agreement, and INEX shall be entitled to Clause 12.2.1 exercise its rights hereunder, in addition to any other rights and remedies to which INEX may be entitled; (e) each sublicense shall contain covenants by the Third Party Sublicensee for the benefit of INEX to observe and perform similar terms and conditions to those in this Agreement; (f) all sublicenses granted by Hana shall be further sublicensable or assignable without the prior written consent of INEX; provided, however, that Hana shall not sublicense any rights granted herein to any Person that in whole or in part, either alone or in partnership, in collaboration or in conjunction with any Person other than INEX, whether as principal, agent, employee, director, officer, shareholder, licensor or in any capacity or manner whatsoever, whether directly or indirectly manufactures liposomal products without first either: (i) obtaining INEX’s written consent; or (ii) including in such sublicense a provision requiring the sublicense to agree that it will not use the INEX Technology for any purpose other than the Products; (g) in the event that Hana becomes aware of a material breachbreach of any such sublicense by a Third Party Sublicensee, Hana shall promptly notify INEX of the particulars of same and take all commercially reasonable steps to enforce the terms of such sublicense; (h) within ten (10) Business Days after execution of a sublicensing agreement, Hana shall provide INEX with a copy thereof (provided that Hana shall be permitted to redact the financial terms of such agreement); (i) all sublicenses shall terminate upon the termination of Hana’s rights granted herein unless events of default are cured by Hana or its Sublicensee within the period for the cure of default after notification by INEX as provided by the terms of this Agreement; (j) any Sublicensee who wishes to grant a further sublicense shall comply with the terms of this Section as if the further sublicense were a sublicense hereunder, Clause 12.2.2 including providing to INEX and Hana the information described in this Section, and obtaining the consent referred to in this Section, prior to any execution of any such sub-sublicense; (challenge k) all sublicenses shall include an obligation for each Sublicensee to IPaccount for and report its sales of Product on the same basis as if such sales were sales of Hana, and INEX shall receive compensation in the same amounts as if the sales of Product by the Sublicensee were sales of Hana; and (l) Hana shall remain responsible to INEX for the compliance of each Sublicensee with the financial and other obligations due under this Agreement. 2.4.3 With respect to the licenses granted to INEX under Section 2.2, INEX shall have the right to grant sublicenses to its Affiliates and to Third Parties. All sublicenses will be consistent with the terms of this Agreement, shall not relieve Hana or Clause 12.2.3 (insolvency)INEX of their obligations hereunder, Vernalis and shall [***]. Any such [***]incorporate terms and conditions for Hana’s benefit comparable to those set forth in Section 2.4.2 applicable to sublicenses granted by Hana.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject Subject to the terms and conditions of this Section and otherwise as set forth in the Agreement, LICENSEE may grant or allow Sublicenses through multiple tiers, provided that 1) any such Sublicense shall be an arm’s length transaction to an entity not under the control of LICENSEE, or any of its directors or controllers, and 2) LICENSEE has requested and obtained the prior written approval of UNIVERSITY, which approval shall not be unreasonably withheld. Each Sublicensee shall agree in writing with LICENSEE to accept the conditions and restrictions agreed to by LICENSEE in this Agreement. Corvus Sublicenses with any exclusivity must include diligence requirements commensurate with the diligence requirements under this Agreement. Any Sublicense shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee state that it is subject to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to . LICENSEE shall have the same responsibility for the activities of any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; orSublicensee as if the activities were directly those of LICENSEE. (b) For clarity, royalties on Net Sales negotiated and agreed upon under this Agreement are “pass-through” by Vernalis nature. An earned royalty is calculated as a percentage of Net Sales of Licensed Products of LICENSEE or Sublicensees. (c) LICENSEE will pay to UNIVERSITY twenty percent (20%) of all Non-Royalty Sublicensing Consideration. (d) LICENSEE shall provide UNIVERSITY with a copy of each Sublicense and any other agreement that transfers intellectual property rights granted hereunder to a third party (other than routine research and development agreements, such as agreements with contract research organizations), within five (5) days following the execution of the Sublicense or such other agreement. (e) Notwithstanding the Sublicensee’s payment obligations to LICENSEE, LICENSEE shall be directly responsible for all royalties and payments due pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]this Agreement.

Sublicensing. 2.2.1 Corvus Mist shall be entitled to sublicense (including through multiple tiers) have the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes right to grant sublicenses under the grant in Section 2.1 to Affiliates and/or Third Parties pursuant to a sublicense separate written agreement, subject to any person which does not meet the above criteria then it shall not do so without Vernalisfollowing requirements and conditions: 2.2.1 Mist must obtain NovaDel’s prior written consent (in respect of each such sublicense to a Third Party which consent shall not to be unreasonably withheld withheld, delayed or delayed). Any person conditioned. 2.2.2 Except to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each the extent the Parties otherwise agree pursuant to this Clause 2.2.1, shall be the terms of a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations particular sublicense granted under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of Section 2.2 any Sublicensee cause Corvus to sublicense agreement must be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be fully consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus , and provide that the sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Section 8.1.1. 2.2.3 Within five (5) Business Days after execution or receipt thereof, as applicable, Mist shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports relating to the Product (including relating to royalties and other payments) received by Mist from such sublicensees. 2.2.4 Termination of this Agreement by NovaDel with respect to Mist shall not terminate any sublicense agreement executed granted by Corvus or Mist pursuant to this Section 2.2 with respect to a sublicensee, provided that (i) such sublicensee is not in breach of any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination material provision of this Agreement or the applicable sublicense agreement, (ii) such sublicensee shall perform all obligations of Mist under this Agreement: , (aiii) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , NovaDel shall have all rights with respect to any Vernalis Licensed Compound or Licensed Productand all sublicensees as it had hereunder with respect to Mist prior to termination of this Agreement with respect to Mist, and (iv) Mist shall include in any sublicense granted a provision in which said sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate such sublicense agreement for a material breach of such sublicense agreement by Corvus pursuant such sublicensee. The failure of Mist to Clause 2.2.1 include in a sublicense the provisions referenced in clause (iv) shall automatically terminate; orrender the affected sublicense void. (b) 2.2.5 During the Term, Mist shall remain responsible for complying with all terms and conditions of this Agreement regardless of whether a sublicensee performs any part of this Agreement, including royalty payments for Net Sales by Vernalis pursuant Mist or its sublicensees and shall be responsible for breaches or non-compliance by any such sublicensee. In addition, Mist shall ensure that each of its sublicensees accepts and complies with all of the terms and conditions of this Agreement as if such sublicensees were a party to Clause 12.2.1 (material breach)this Agreement. 2.2.6 Nothing herein shall preclude or otherwise prevent Mist or its Affiliates or sublicensees from utilizing the services of a contract sales organization or co-promotion partner to Commercialize the Product in the Territory. 2.2.7 Notwithstanding anything herein to the contrary, Clause 12.2.2 (challenge Mist can utilize the services of its Affiliates to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any Commercialize the Product in the Territory and grant to such [***]Affiliates such licenses and rights as necessary to Commercialize the Product in the Territory and exercise such other rights herein without the consent of NovaDel.

Sublicensing. 2.2.1 Corvus Company shall be entitled have the right to sublicense (including sublicense, through multiple tiers) , the rights granted licensed to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as CorvusCompany hereunder, provided such person is [***]. If Corvus or a 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 that: (such consent not to be unreasonably withheld or delayed). a) Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, all Sublicenses shall be in writing (and Company shall provide a “Sublicensee”. In copy of all such Sublicenses to Flagship upon execution) and consistent with the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all terms of its obligations under this Agreement (including an assignment of Foundational IP to Company, with a right of further transfer to Flagship, consistent with Section 2.1 and reversion rights consistent with Section 2.7). (b) Company shall cause each Sublicensee notify Flagship in writing of any proposed grant of a Sublicense and provide to comply with the applicable Flagship a copy of any proposed Sublicense at least [***] Certain information prior to execution thereof for review and comment by Flagship, which comments Company shall not unreasonably refuse to incorporate therein. Company hereby agrees to remain fully liable under this Agreement to Flagship for the performance or non-performance under this Agreement and the relevant Sublicense by any party to those agreements. (c) Company shall enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement and the relevant Sublicense. No such Sublicense or attempt to obtain a Sublicense shall relieve Company of its obligations hereunder to exercise its Commercially Reasonable Efforts pursuant to Section 3.1, directly or through a Sublicensee, to Develop and Commercialize Licensed Products, nor relieve Company of its obligations to pay Flagship any and all royalties and other payments due under this Agreement. If . (d) Such Sublicensees shall have the acts right to grant further sublicenses to Third Parties of same or omissions of any Sublicensee cause Corvus to lesser scope as its sublicense from Company under the licenses contained in Section 2.2, provided that such further Sublicenses shall be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent accordance with and expressly made subject to all of the terms and conditions of this AgreementSection 2.3 (i.e., such Sublicensee shall be subject to this Section 2.3 in the same manner and to the same extent as Company). Corvus For clarity, any Entity to whom a Sublicensee grants a sublicense as permitted by the terms of this Agreement shall provide be deemed to be a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination for purposes of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus Licensee shall have the right to grant sublicenses, through multiple tiers of sublicensees, under its rights in Patent Rights and Technical Information in accordance with this Section 2.2 (each, “Permitted Sublicensee”). Any such Permitted Sublicensee shall be entitled subject in all respects to the applicable provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for exercising commercially reasonable efforts in monitoring and enforcing, performance of all of Licensee’s applicable obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may further sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without VernalisCSMC’s prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are grantedconsent, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 subject to the omitted portionsforegoing requirements. terms Licensee shall promptly forward to CSMC a copy of any and conditions all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in no event more than thirty (30) days following execution or receipt thereof, as applicable, provided that any of the foregoing may be redacted to protect any technical or proprietary information of any Permitted Sublicensee that is not necessary to ensure compliance with this Agreement. If Licensee shall conduct one or more royalty or payments audits concerning Products in the acts Territory of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s Confidential Information in any sublicense or omissions assignment shall run for the benefit of any Sublicensee cause Corvus to be in breach of this AgreementCSMC, Corvus who shall be responsible for expressly stated as being a third-party beneficiary thereof with respect to such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of covenants set forth in this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] Licensee understands and agrees that none of its execution. 2.2.2 In the event permitted sublicenses hereunder shall reduce in any manner any of termination of its obligations set forth in this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus (a) Genentech shall be entitled have the right to sublicense grant sublicenses of the license granted to Genentech under Section 6.1 for any purposes. (including through multiple tiersb) Inspire shall have the rights right to grant sublicenses of the license granted to it under Clause 2.1 above Section 6.2 only to the extent necessary as approved in writing in advance by Genentech. (c) Each of Genentech and Inspire agrees that if either of them sublicenses any rights hereunder to a Third Party, and if at any time either of them conducts or engages a certified public accountant or other person with similar (an "Auditor") to conduct an audit or greater financial resources other examination of the books and expertise as Corvusrecords of any such Sublicensee in order to determine the correctness of any royalty payments made pursuant to such sublicense, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it will instruct such Auditor to, as soon as reasonably practicable after the conclusion of such audit or other examination, prepare and provide to the other Party (at such other Party's expense) a brief, summary report of the results thereof; provided, however, that such Auditor, in its summary report or otherwise, shall not do so without Vernalis’s prior written consent (disclose to the other Party any information, including but not limited to the royalty percentage payable under such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and any other financial terms of such sublicense, except that such Auditor may disclose to which any further tiers the other Party the fact of sublicense are granteda deficiency in royalty payments, and the degree thereof, including the dollar amount. Except as provided under this Section 6.3(c), each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In Party agrees that nothing in the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all terms of its obligations under this Agreement and shall cause each Sublicensee entitles it to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts review or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide receive a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionthat sublicenses rights hereunder. 2.2.2 (d) In addition, each of Genentech and Inspire agree that neither of them will sublicense to any Third Party any rights covered by this Agreement except pursuant to a sublicense agreement that includes provisions substantially similar, taking into account the event facts and circumstances of termination the particular sublicense, as those set forth on Exhibit F hereto. --------- (e) Each Party agrees to make the other Party a third-party beneficiary of each sublicense agreement regarding any rights covered by this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) ; provided, however, that the Party shall be a third-party beneficiary only with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; orthose provisions enumerated on Exhibit F. --------- (bf) by Vernalis pursuant to Clause 12.2.1 (material breachSections 6.3(c), Clause 12.2.2 (challenge 6.3(d) and 6.3(e) shall not apply to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]any sublicenses by Genentech to Roche.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) 2.4.1 Upon the effectiveness of each Grant Date and the rights granted pursuant to it under Clause 2.1 above Section 2.1.4, Licensee’s rights to sublicense will be limited to the specific Licensed Indication covered by such license. The license granted pursuant to Section 2.1.4 (if and when effective) is sublicensable by Licensee to any person Affiliates or Third Parties; provided that any such sublicense must comply with similar or greater financial resources and expertise as Corvus, provided such person 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 grant sublicenses […***]. If Corvus or a 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 sublicense and to which any further tiers of sublicense are granted, each …] only pursuant to this Clause 2.2.1a written sublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. *** Confidential Treatment Requested *** (b) In each sublicense agreement, shall the Sublicensee must be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee required to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement; provided that nothing shall provide prevent Licensee from granting sublicenses of more limited scope than Licensee’s rights, e.g. in a copy more limited territory, field of use, or term. (c) The official language of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within 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 Licensor’s licensors under the Existing Licenses. 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 any of its execution. 2.2.2 In the event of termination of licensors’) ability to ensure compliance with this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) ; provided that, with respect to if any Vernalis Licensed Compound or Licensed Productof Licensor’s licensors require a complete, any sublicense granted by Corvus pursuant to Clause 2.2.1 unredacted copy of the sublicense, Licensee shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach)provide such complete, Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]unredacted copy.

Sublicensing. 2.2.1 Corvus 6.3.1 Subject to Section 6.3.4, ▇▇▇▇▇▇▇ may ▇▇▇▇▇ to one or more Third Parties sublicenses under the ▇▇▇▇▇▇▇ License; provided that ▇▇▇▇▇▇▇ shall execute a written agreement with each such sublicensee and shall comply with the following: each such sublicense (a) shall be entitled subject and subordinate to, and consistent with, the terms and conditions of this Agreement, (b) shall not in any way diminish, reduce or eliminate any of ▇▇▇▇▇▇▇’ obligations under this Agreement, (c) shall require each such sublicensee to comply with all applicable terms of this Agreement, including, where such sublicense includes sublicensed rights to make or have made any Sensor Disposables, to keep books and records relevant to such Sensor Disposables, and to permit ▇▇▇▇▇▇▇ to audit (including either directly or through multiple tiersan independent auditor) such books and records, and (d) shall provide that any such sublicensee shall not further sublicense. ▇▇▇▇▇▇▇ shall provide DexCom with a copy of each such sublicense agreement within thirty (30) days after the rights execution thereof. Such copy may be redacted to exclude confidential information (other than such financial and other information that is necessary for assessing ▇▇▇▇▇▇▇’ compliance with the terms and conditions of this Agreement). In the event of any uncured material breach by any sublicensee under a sublicense agreement that would constitute a breach of ▇▇▇▇▇▇▇’ obligations under this Agreement, upon notice thereof, ▇▇▇▇▇▇▇ will promptly inform DexCom in writing and shall take such action which in ▇▇▇▇▇▇▇’ reasonable business judgment will address such default; provided, however, any such uncured material breach by such sublicensee of an obligation that would constitute a breach of ▇▇▇▇▇▇▇’ obligations under this Agreement shall be deemed an uncured material breach by ▇▇▇▇▇▇▇ hereunder unless ▇▇▇▇▇▇▇ cures such material breach within the time provided under Section 11.3 hereof. 6.3.2 Except as provided in Section 6.3.4, if and to the extent that a sublicense granted by ▇▇▇▇▇▇▇ includes any right to it under Clause 2.1 above sell and make or have made any Sensor Disposables, all gross revenue derived by such sublicensee or its Affiliates from sales of Sensor Disposables to any person with similar Person (other than ▇▇▇▇▇▇▇ or greater financial resources its Affiliates, for resale, or such sublicensee’s Affiliates for resale), less the deductions described in clauses (a) – (e) of Section 1.58 (Net Sales), to the extent the same are credited or deducted from sales, shall be deemed to be part of the “Net Sales” under this Agreement upon which Royalties will accrue hereunder and expertise be payable by ▇▇▇▇▇▇▇ to DexCom. Otherwise, Net Sales as Corvusdefined hereunder shall not include sales of ▇▇▇▇▇▇▇ sublicensees and, as a result, Royalties shall not arise or accrue on sales of ▇▇▇▇▇▇▇ sublicensees (it being understood, for clarity, that Revenue Sharing will not in any event be applicable to sales by sublicensees where the sublicensee, rather than DexCom, produces the Sensor Disposable). 6.3.3 In addition, except as provided such person is in Section 6.3.4, ▇▇▇▇▇▇▇ shall pay DexCom an amount equal to [***]**] of any fees (including without limitation upfront and milestone payments and royalties, other than sales-based royalties on the Net Sales of the sublicensee on Sensor Disposables upon which Net Sales ▇▇▇▇▇▇▇ will pay Royalties as described under Section 6.3.2) ▇▇▇▇▇▇▇ actually receives from its sublicensees solely in consideration of the grant of the sublicense of the rights under the ▇▇▇▇▇▇▇ License or for the grant of any license under the Software Copyrights (“▇▇▇▇▇▇▇ Sublicense Fees”). For the avoidance of doubt, ▇▇▇▇▇▇▇ Sublicense Fees shall not include any amounts received by ▇▇▇▇▇▇▇ as payments or reimbursements for any asset, right, activities or undertakings other than the sublicense grant of the rights under the ▇▇▇▇▇▇▇ License, including but not limited to payments for research, development, manufacturing, sale or promotion of products or for services. Any ▇▇▇▇▇▇▇ Sublicense Fees constituting non-monetary consideration shall be valued at their fair market value upon receipt by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall pay DexCom its percentage of such ▇▇▇▇▇▇▇ Sublicensing Fee in cash in accordance with this Section 6.3.3. 6.3.4 If Corvus any sublicense is granted by ▇▇▇▇▇▇▇ under the ▇▇▇▇▇▇▇ License to a Third Party primarily in return for a fully paid-up and royalty-free right to practice such Third Party’s Technology or a Sublicensee wishes other intellectual property necessary for ▇▇▇▇▇▇▇ to grant a make, use, sell, offer to sell or import any Licensed Products or Sensor Disposables in the Territory, then so long as ▇▇▇▇▇▇▇ complies with clauses (a), (b) and (c) below, and notwithstanding Sections 6.3.2 and 6.3.3, no sublicense fees, royalty or other consideration shall be owing or due to DexCom with respect to any person which does not meet sublicense granted in accordance with this Section 6.3.4: (a) ▇▇▇▇▇▇▇ shall, to the above criteria then it shall not do so without Vernalis’s extent practicable and subject to any confidentiality obligations ▇▇▇▇▇▇▇ may have to Third Parties, prior written consent to granting any such sublicense (unless such consent not sublicense is granted following a Change of Control of DexCom), notify DexCom of ▇▇▇▇▇▇▇’ intention to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which make any further tiers of sublicense are grantedsuch grant, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply consult in good faith with DexCom with respect thereto over a period that is reasonable in the applicable circumstances (it being understood that DexCom will not thereby be afforded a consent, approval or veto right [*****] = Certain confidential information contained in this document document, marked by brackets, has been omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. terms over any such sublicense grant by ▇▇▇▇▇▇▇); (b) ▇▇▇▇▇▇▇ hereby agrees that DexCom shall have no liability or responsibility in connection with its indemnification obligations under Article 12 to the extent arising from or caused by such Third Party Technology or other Third Party intellectual property licensed by ▇▇▇▇▇▇▇ in accordance with this Section 6.3.4; and conditions (c) ▇▇▇▇▇▇▇ shall secure for DexCom from such Third Party the same such rights to practice or otherwise exploit, the Third Party Technology within the ▇▇▇▇▇▇▇ Field, in the event the DexCom License is extended to the ▇▇▇▇▇▇▇ Field pursuant to Sections 6.2.2, 6.1.3 or 11.7. 6.3.5 DexCom may grant to one or more Third Parties sublicenses under the DexCom License in connection with the grant of this Agreementrights to or under any product, service, or Technology substantially developed by or for DexCom or its Affiliates. If For clarity, DexCom shall have no right to grant any “naked” sublicenses of its rights under the acts or omissions of any Sublicensee cause Corvus DexCom License, where “naked sublicenses” are understood to be in breach sublicenses of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either ▇▇▇▇▇▇▇ Technology or Software Copyrights that are neither (a) Vernalis may have against granted in conjunction with the Sublicensee grant to the same Person of other Technology rights of or Controlled by DexCom nor (b) Corvus may have against granted for use with defined or specified products or services developed by DexCom and their modifications and successor products and services. 6.3.6 DexCom shall execute a written agreement with each such sublicensee and shall comply with the Sublicensee for breach of the sublicense. Any following: each such permitted sublicenses sublicense (a) shall be subject and subordinate to, and consistent with and expressly made subject to with, the terms and conditions of this Agreement. Corvus , (b) shall not in any way diminish, reduce or eliminate any of DexCom’s obligations under this Agreement, (c) shall require each such sublicensee to comply with all applicable terms of this Agreement, and (d) shall provide that any such sublicensee shall not further sublicense. DexCom shall provide ▇▇▇▇▇▇▇ with a copy of any each such sublicense agreement executed by Corvus or any Sublicensee within thirty (30) days after the execution thereof. Such copy may be redacted to Vernalis within [***] of its execution. 2.2.2 exclude confidential information. In the event of termination any uncured material breach by any sublicensee under a sublicense agreement that would constitute a breach of DexCom’s obligations under this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Productupon notice thereof, ▇▇▇▇▇▇▇ will promptly inform DexCom in writing and shall take such action which in ▇▇▇▇▇▇▇’ reasonable business judgment will address such default; provided, however, any sublicense granted such uncured material breach by Corvus pursuant to Clause 2.2.1 such sublicensee of an obligation that would constitute a breach of DexCom’s obligations under this Agreement shall automatically terminate; or (b) be deemed an uncured material breach by Vernalis pursuant to Clause 12.2.1 (DexCom hereunder unless DexCom cures such material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].breach within the time provided under Section 11.3 hereof

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis Dicerna may have against grant written sublicenses (each, a “Sublicense Agreement”) to the Sublicensee or Licensed Intellectual Property (bsubject to Section 2.4(b)) Corvus may have against solely to Develop, Manufacture and Commercialize Products are solely directed to the Sublicensee treatment of PH1 for breach of use in the sublicense. Any such permitted sublicenses Field, including to CMOs; provided, however, that any sublicense granted by Dicerna shall be consistent with and expressly made subject and, except as set forth below, subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Corvus Dicerna shall assume full responsibility for the performance of all obligations and observance of all terms herein under the licenses granted to it. If Dicerna becomes aware of a material breach of any Sublicense Agreement by a Sublicensee, Dicerna shall promptly notify Protiva of the particulars of same and take Commercially Reasonable Efforts to enforce the terms of such Sublicense Agreement. All Sublicense Agreements shall provide a copy that the Sublicensee may only use the Confidential Information of Protiva in accordance with terms of this Agreement applicable to Dicerna’s use of such Confidential Information and subject to provisions at least as stringent as those set forth in Article VI. Dicerna shall use Commercially Reasonable Efforts to make Protiva an express third-party beneficiary of each CMO Agreement (as defined in the Supply Agreement), and Protiva shall be an express third-party beneficiary of any sublicense agreement executed by Corvus other Sublicense Agreement, including the provisions related to use and disclosure of Protiva’s Confidential Information. Upon expiration or termination of this Agreement, and provided any Sublicensee is in good standing and has not contributed to Vernalis the breach or other circumstance that led to any termination, such Sublicense Agreement will remain in full force and effect and Dicerna will be required, until the expiration or termination of each Sublicense Agreement, to: (i) remit to Protiva all royalties or other payments Dicerna receives from any Sublicensee regarding the sale or other disposition of any Products; and (ii) enforce the terms of the Sublicense Agreement at the direction and expense of Protiva. (b) Unless otherwise provided in this Agreement, Dicerna shall notify Protiva within [***] after execution of its executiona Sublicense Agreement and provide a copy of the fully executed Sublicense Agreement to Protiva within the same time, which shall be treated as Confidential Information of Dicerna under Article VI. Dicerna may redact any financial or other competitively sensitive information from any Sublicense Agreement prior to disclosure to Protiva. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) Except as set out in item 5 of the Details Schedule: (i) the rights Licensee may only grant sublicences of the Licence granted to it under Clause 2.1 above this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, 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 Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any person sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and shall cause each Sublicensee to comply with the applicable [***] Certain information at least as onerous as those contained in this document has been omitted Agreement so far as they are capable of observance and filed separately with performance by the Securities and Exchange Commission. Confidential treatment has been requested with respect sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted portions. terms and conditions to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) The Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding financial payment terms and any personal information). If In respect of sublicences to purchasers of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of any Sublicensee cause Corvus the Licensee. Guidance Note for clause 3.4: This template does not provide for technology transfer services (eg instruction and training, maintenance services, show- how, help desk or personnel support etc). This clause does allow for the parties to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against agree to 'Materials' that the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject Licensor will provide to the terms and conditions of Licensee to assist with exercising the Licensee's rights. For example, this Agreementmay include prototypes, samples or documentation. Corvus shall provide If the Licensee requires additional services, the simplest approach is to use a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionseparate agreement. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 2.3.1 Subject to Sections 2.3.3 and 2.3.4, Bayer, in its sole discretion, shall be entitled have the right to sublicense the rights granted under Section 2.1 to any Affiliate of Bayer. 2.3.2 Subject to Sections 2.3.3, 2.3.4 and 2.3.5, (i) Bayer may sublicense (including the right to grant further sublicenses through multiple tierstiers of Sublicensees) the rights granted to it Bayer under Clause Section 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet in the above criteria then it shall not do so without Vernalis’s Co-Promotion Territory only upon the prior written consent of Loxo, which Loxo may withhold at its sole discretion and (ii) Bayer may sublicense (including the right to grant further sublicenses through multiple tiers of Sublicensees) the rights granted to Bayer under Section 2.1 in the ROW Territory to any Third Party upon the prior written consent of Loxo, such consent not to be unreasonably withheld or delayed)withheld. Any person Notwithstanding the foregoing, Bayer may sublicense the rights granted under Section 2.1 to which Corvus grants a sublicense service providers and manufacturers engaged by Bayer to which any further tiers perform activities within the scope of sublicense are grantedsuch rights in accordance with the terms of the Agreement. For purposes of this Agreement, each pursuant to this Clause 2.2.1such permitted sublicensee, shall be referred to as a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1. 2.3.3 For clarity, Corvus any sublicense granted by Bayer hereunder shall remain responsible for all not relieve Bayer from any of its obligations under this Agreement and Agreement. 2.3.4 Bayer shall cause ensure that each sublicense agreement shall require the Sublicensee to comply with the applicable all relevant obligations of this Agreement, including confidentiality, indemnification and intellectual property ownership. [***] Certain confidential information contained in this document document, marked by brackets, has been omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus information. 2.3.5 Bayer shall provide to Loxo a copy of any sublicense agreement executed by Corvus or any Sublicensee permitted hereunder (other than to Vernalis within [***] an Affiliate of its executionBayer) promptly following execution of such sublicense. 2.2.2 In 2.3.6 IIR Agreements and agreements of a similar nature shall not be deemed sublicenses for the event of termination purposes of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including Vertex may grant sublicenses through multiple tiers) the tiers to one or more Sublicensees of any and all rights granted to it Vertex by CRISPR under Clause 2.1 above the Exclusive License; provided that Vertex, its Affiliates and its Sublicensees shall only be permitted to grant a Sublicense to conduct any person Commercialization activities with similar or greater financial resources and expertise as Corvus, provided such person is respect to a Product [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis] with CRISPR’s prior written consent (consent, such consent not to be unreasonably withheld withheld, conditioned or delayed). Any person delayed and provided, further, that no such consent will be needed with respect to which Corvus grants any Sublicense (a) granted to a sublicense and Third Party to which any further tiers of sublicense are granted, each pursuant conduct Commercialization activities with respect to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable Product in [***] 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. terms and conditions of this Agreement. If the acts or omissions of not any Sublicensee cause Corvus to be in breach of this Agreementother [***]), Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicensegranted to a Distributor or other Third Party to conduct activities on Vertex’s or its Affiliates’ or any Sublicensee’s behalf or (c) granted to a Third Party to Manufacture Products on Vertex’s or its Affiliates’ or any Sublicensee’s behalf. Any Each such permitted sublicenses shall Sublicense will be subject and subordinate to, and consistent with and expressly made subject to with, the terms and conditions of this AgreementAgreement and will require such Sublicensee to comply with all applicable terms of this Agreement and all Third Party Obligations to the extent the provisions of such obligations or agreements are specifically disclosed to Vertex in writing (or via electronic data room). Corvus Vertex, and each Sublicensee that grants a further Sublicense, shall promptly provide CRISPR with a copy of each fully executed Sublicense agreement that includes any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 4.1.2); provided that, Vertex and its Sublicensees shall not be required to provide CRISPR with a copy of any sublicense agreement executed by Corvus that is granted on a non-exclusive basis to a Subcontractor solely to enable such Subcontractor to perform Research, Development, Manufacturing or Commercialization activities on behalf of and solely for the benefit of Vertex, its Affiliates or any Sublicensee pursuant to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant . Vertex shall remain primarily liable to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) CRISPR for the performance of all of Vertex’s obligations under, and Vertex’s compliance with respect to any Vernalis Licensed Compound or Licensed Productall provisions of, 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 [***]. Any such [***]this Agreement.

Sublicensing. 2.2.1 Corvus 6.1 The Licensee shall be entitled to sublicense (including through multiple tiers) have the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes right to grant a sublicense sublicenses with respect to any person which does not meet the above criteria then it shall not do so Technology without Vernalis’s the prior written consent of the University; PROVIDED THAT prior to the Licensee granting a sublicense, the Licensee shall provide the University written notice of the terms of the sublicense that are relevant to the University to determine if the terms of the sublicense violate the terms of this Agreement. If such sublicense violates any terms of this Agreement, then the University shall provide a written notice to the Licensee that outlines the manner in which such sublicense allegedly violates the terms of this Agreement (the "Sublicense Notice"). Upon receipt of the Sublicense Notice, the Licensee shall have 90 days to cure such default. If at the expiry of the 90 days the default has not been cured, then the University shall be able to refer such matter to arbitration for resolution pursuant to Section 19.2. 6.2 Any sublicense granted by the Licensee shall be personal to the Sublicensee and shall not be assignable or further sublicensable without the prior written consent of the University, such consent not to be unreasonably withheld withheld. Such sublicenses shall contain covenants by the Sublicensee to observe and perform similar terms and conditions to those in this Agreement. 6.3 The Licensee shall furnish the University with a copy of each sublicense granted within 30 days after execution of same. 6.4 Research collaborations, partnerships, joint ventures, joint development agreements, joint marketing agreements, or delayed). Any person other arrangements with a third party for the development, testing, and/or test marketing of Products shall not be considered sublicense arrangements subject to which Corvus grants a sublicense and any royalty payments that are required to which any further tiers of sublicense are granted, each be made pursuant to this Clause 2.2.1Section 5.1 herein; provided that if any such arrangements result in Net Sales of Products, then the Licensee shall be a “Sublicensee”. In required to make the event that Corvus grants one or more royalty payments required by Section 5.1 herein. 6.5 All sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of that, upon termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (Agreement under Section 15, the sublicense shall also terminate. Upon termination at will) , with respect to of the license for any Vernalis Licensed Compound or Licensed Productreason, any sublicense granted by Corvus pursuant Sublicensee not then in default shall have the right to Clause 2.2.1 seek a license from the University. The University shall automatically terminate; or (b) by Vernalis pursuant respond to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]requests in good faith.

Sublicensing. 2.2.1 Corvus shall be entitled 2.4.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties [*]; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to the following conditions: (a) Licensee may only 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1a written sublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. Any further sublicenses granted by any Sublicensees (to the extent permitted hereunder) must comply with the provisions of this Section 2.4 (including Section 2.4.2) to the same extent as if Licensee granted such sublicense directly. (b) In each sublicense agreement, Corvus the Sublicensee must be required to comply with all applicable terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement. (c) The official language of any sublicense agreement shall remain responsible be English. (d) Within [*] after entering into a sublicense, Licensor must receive a copy of the sublicense written in the English language for all 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 complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain [*] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and shall cause each for any act or omission of an Affiliate or Sublicensee to comply with the 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 omitted portions. terms and conditions that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense 4.1 The Licensee will not grant sublicenses (including through multiple tierscross-licenses) of the rights granted to it under Clause 2.1 above to Technology and any person with similar or greater financial resources and expertise as CorvusImprovements, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet without the above criteria then it shall not do so without Vernalis’s prior written consent (such consent of the Licensor, not to be unreasonably withheld or delayed). Any person withheld, subject to: (a) the Licensee providing the Licensor with a fully executed copy of such sublicense agreement within 14 days of execution; (b) the Sublicensee agreeing to which Corvus grants a sublicense indemnify the Licensor, UPNG and to which any further tiers of sublicense are granted, IND Agency in accordance with the indemnification provision set forth in Section 9.0 (except that each pursuant reference to this Clause 2.2.1, Agreement in Section 9.0 shall be a “amended to refer to the sublicense agreement for the purposes of such indemnity from the Sublicensee”. In ); (c) the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all sublicense agreement not interfering with the Licensee’s performance of its obligations under this Agreement and shall cause each Sublicensee to comply Agreement; and (d) the sublicense agreement not materially conflicting with the applicable [***] Certain information any terms 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. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In 4.2 Notwithstanding Section 4.1, the event of termination of this AgreementLicensor’s consent will not be required if: (a) by Corvus pursuant to Clause 12.2.1 the proposed Sublicensee has a market capitalization, or in the case of a private company, shareholders equity, of $1 billion (material breachCanadian funds) 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 terminatemore; or (b) the Licensee has, prior to or at the time of granting such sublicense, conducted financing or other activities that have resulted in the receipt by Vernalis pursuant the Licensee of at least $10 million (Canadian funds). 4.3 With respect to Clause 12.2.1 any sublicense agreement requiring the Licensor’s consent under Section 4.1, the Licensee will provide the Licensor with a fully executed copy of such sublicense agreement within 14 days of it being signed by the Licensee and Sublicensee. 4.4 Any sublicense granted by the Licensee will be personal to the Sublicensee, and will not be assigned or sublicensed without the prior written consent of the Licensor, not to be unreasonably withheld, provided however that such sublicensed rights may be sub-sublicensed by the Sublicensee without the prior consent of the Licensor if such sub-sublicense and the parties thereto comply with the provisions of Sections 4.1 and 4.3 (material breachexcept that, for the purposes of this Section 4.4, each reference therein to a “sublicense” or “Sublicensee” shall be deemed to be a reference to a “sub-sublicense” or a “sub-sublicensee”, respectively). 4.5 Prior to the execution of any sublicense agreement and sub-sublicense agreement under this Article 4.0, Clause 12.2.2 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) (challenge 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 IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]Licensor prior to execution.

Sublicensing. 2.2.1 Corvus Licensee shall be entitled have the right to sublicense (including through multiple tiers) grant sublicenses or to assign any or all of the rights granted hereunder only to it under Clause 2.1 above to any person with similar (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or greater financial resources bio-diagnostic company which is generally recognized in such industries and expertise as Corvuswhich, provided at the time of the sublicense, is in good standing and has a market capitalization of over $100,000,000; and (c) an entity which has been approved in writing by CSMC; provided, that such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it approval shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed)withheld; provided, further, that the Licensee shall request consent from CSMC by submitting a written request to CSMC’s Technology Transfer Office by electronic mail at C▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any person to which Corvus grants a sublicense and to which any further tiers sublicensee permitted under subsection (a) or (b) of sublicense are granted, each pursuant to this Clause 2.2.1, the preceding sentence shall be referred to as a “Permitted Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant CSMC denies a requested sublicense. Licensee shall have the right to Clause 2.2.1, Corvus petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall remain responsible for be subject in all of its obligations under respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall cause each be responsible to the best of Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to comply with agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable [***] Certain information provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in this document has been omitted and filed separately with the Securities and Exchange Commissionno event more than thirty (30) days following execution or receipt thereof, as applicable. Confidential treatment has been requested Licensee shall also keep CSMC reasonably informed with respect to the omitted portionsprogress of any relations entered into with any Permitted Sublicensees. terms If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof. Licensee shall provide copies of all audit reports to CSMC on a timely basis. Licensee understands and conditions agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall include prior review of any sublicense agreement by PHS and which shall not be unreasonably withheld, Licensee may enter into sublicensing agreements under the Licensed Patent Rights subject to the terms set forth in this Article 4. PHS shall review the sublicense [***] from the date of receipt by PHS. Otherwise, the approval of PHS shall be entitled considered 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 13.8-13.10 of this 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, 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 postmarked within thirty (including through multiple tiers30) days of the rights granted execution of the agreement. To the extent permitted by law, PHS agrees to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is 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 [***]. If Corvus or a 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)A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Any person to which Corvus grants a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted Text Omitted and filed separately with the Securities Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].230.406

Sublicensing. 2.2.1 Corvus 6.1 Licensee may sublicense any and all rights licensed hereunder provided that Licensee notifies University in writing and provides University with a copy of each sublicense agreement and each amendment thereto within *** days after their execution. Licensee shall be entitled have the right to sublicense (including through multiple tiers) grant sublicensing rights to Sublicensees. 6.2 Licensee shall not grant sublicenses to the rights granted to it under Clause 2.1 above to any person with similar hereunder for *** or greater financial resources and expertise as Corvus, provided such person is [solely ***]. . 6.3 Licensee shall require that any agreement granting a third party rights to the Patent Rights: (i) be consistent with the terms, conditions and limitations of this Agreement; (ii) contain the Sublicensee’s acknowledgment of the disclaimer of warranty and limitation on University’s liability, as provided by Article 10 below; (iii) shall require Sublicensee to indemnify University for any actions of Sublicensee(s); (iv) provide Licensee the right to assign its rights under the sublicense to University in the event that this Agreement terminates; and (v) comply with Sections 2.4, 2.5, 13.10, 13.11 and 13.12 of this Agreement. 6.4 Licensee shall require compliance of the applicable terms of this Agreement by each of its Sublicensees under each sublicense agreement. 6.5 If Corvus or Licensee has exercised the Option, then after the *** of the Effective Date, a Sublicensee wishes party shall provide written notice to grant the other party of any request made by a third party for a sublicense to any person which does develop a Proposed Product in a specific indication not meet being developed by Licensee and in the above criteria then it shall not do so without Vernalis’s prior written consent (territory of ***, within *** of receiving such consent not to third party request. For purposes of this Agreement, *** will be unreasonably withheld or delayed). Any person to which Corvus grants considered as a sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. single indication. 6.5.1 In the event that Corvus grants such Proposed Product has not been identified in a Progress Report as under development, in the specific indication requested, then to the extent that such third party is requesting sublicense rights for such Proposed Product in ***, within *** of receiving from or providing to University such written notice of a third party request for a sublicense, Licensee shall elect one of the following options: (i) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or more sublicenses pursuant Sublicensee of either of the foregoing has initiated commercially reasonable efforts to Clause 2.2.1develop, Corvus shall remain responsible make, use and sell a Licensed Product in the specific indication and *** requested by such third party that is essentially the same as or would commercially compete with the Proposed Product; or (ii) provide University with written notice in the form of a Progress Report that Licensee, Affiliate or Sublicensee of either of the foregoing has plans to initiate commercially reasonable efforts, within *** of the date said written notice is due University, to develop, make, use and sell a Licensed Product in the specific indication and *** requested by such third party that is essentially the same as or would commercially compete with the Proposed Product; or (iii) begin good faith negotiations with such third party to sublicense Licensee’s rights in the Patent Rights that are necessary or commercially justifiable for all of its obligations such third party to make, use and sell Proposed Product in the specific indication *** requested by such third party; or (iv) grant back to University limited rights in the Patent Rights under this Agreement for the sole purpose of allowing University to license the Patent Rights that are necessary or commercially justifiable for such third party to make, use and sell Proposed Product in the specific indication and *** requested by such third party. (v) As used in this Agreement, *** shall cause each Sublicensee to comply with the applicable [be defined *** categorized as “***] Certain information ” by the ***, which may be found at *** or other similar webpage. 6.5.2 If Licensee elects to negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in this document has been omitted and filed separately Section 6.5.1 (iii), Licensee shall make a good faith effort to complete negotiations with the Securities and Exchange Commissionprospective Sublicensee within *** from the date on which it began negotiations (the “Negotiation Period”). Confidential treatment For the purposes of this Section 6.5.2, Licensee shall have made a good faith effort to complete negotiations if it has been requested with respect offered a sublicense to the omitted portions. prospective Sublicensee the terms of which include: (i) reasonable financial terms taking into account the field in which the sublicense is being offered and conditions of Licensee ’s obligations to University pursuant to this Agreement. If , (ii) minimum performance requirements which would not be unreasonably burdensome upon the acts or omissions of any Sublicensee cause Corvus prospective Sublicensee, and (iii) non-financial terms which are consistent with Licensee’s obligations to be in breach of University under this Agreement. 6.5.3 Within *** of the end of the *** Negotiation Period, Corvus shall be responsible for Licensee shall: (i) provide University a copy of the fully executed sublicense with such breach regardless third party, or (ii) meet with University representatives and provide documentation of any remedy which either reasons that (a) Vernalis may have against the Sublicensee Licensee and/or such third party chose not to proceed with good faith negotiation or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any negotiations between Licensee and 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 executionthird party failed. 2.2.2 6.5.4 In the event of termination of this Agreement: that Licensee elects to negotiate with prospective Sublicensee for a sublicense to develop, make, use and sell the Proposed Product as provided for in Section 6.5.1 (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 breachiii), Clause 12.2.2 (challenge Licensee fails to IP) or Clause 12.2.3 (insolvency)make a good faith effort as required by Section 6.5.2 and such third party still desires to develop, Vernalis make use and sell Proposed Product in a specific indication which is not being developed by Licensee and in the territory of Least Developed Countries, Licensee shall [***]. Any immediately grant back to University limited rights in its rights in the Patent Rights under this Agreement for the sole purpose of University licensing such [***]rights to the third party.

Sublicensing. 2.2.1 Corvus 4.01 OXIQUANT agrees that any sublicenses granted by it shall provide that the obligations to OHSU of Paragraphs 5.01, 5.02, 9.01, 11.01, 11.02, 13.01-13.03, 14.01-14.09, 15.01 and 17.08-17.11 of this Agreement shall be entitled to sublicense (including through multiple tiers) the rights granted to binding upon any sublicensee as if it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or were a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant party to this Clause 2.2.1Agreement. 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. 4.02 OXIQUANT agrees to prohibit any sublicensee from further sublicensing, without the consent of OXIQUANT. 4.03 Any sublicenses granted by OXIQUANT shall provide for the termination of the sublicense, or the conversion to a license directly between such sublicensees and OHSU, at the option of the sublicensee, upon termination of this Agreement under Article 14. Such conversion is contingent upon acceptance by the sublicensee of the 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. 4.04 OXIQUANT agrees to forward to OHSU a “Sublicensee”. copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of such agreement. 4.05 In the event of a default by OXIQUANT under Article 14 hereunder that Corvus grants one or more sublicenses is not cured pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus 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 be responsible for remit to OXIQUANT the amount by which such breach regardless of any remedy which either (a) Vernalis may have against payments in the Sublicensee or (b) Corvus may have against aggregate exceed the Sublicensee for breach total amount owed by OXIQUANT to OHSU. Upon cure of the sublicense. Any such permitted sublicenses shall be consistent applicable default by OXIQUANT in accordance with and expressly made subject to the terms and conditions of this Agreement. Corvus , such direct payment from sublicensee to OHSU shall provide a copy cease, and OXIQUANT shall receive payment from the sublicensee pursuant to the terms of any the sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionbetween OXIQUANT and such sublicensee. 2.2.2 In the event 4.06 If OXIQUANT enters into sublicenses, OXIQUANT remains primarily liable to OHSU for all of termination of OXIQUANT’s duties and obligations contained in this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled Wyeth may grant to sublicense (including through multiple tiers) one or more Third Parties sublicenses of the rights granted to it under Clause Section 2.1 above to hereof at any person time; provided that Wyeth shall execute a written agreement with similar or greater financial resources and expertise as Corvus, provided each such person is [***]. If Corvus or a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement sublicensee and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for following: Each such breach regardless of any remedy which either sublicense (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be subject and subordinate to, and consistent with and expressly made subject to with, the terms and conditions of this Agreement. Corvus , (b) shall not in any way diminish, reduce or eliminate any of Wyeth’s obligations under this Agreement, (c) shall require each such sublicensee to comply with all applicable terms of this Agreement, including to keep books and records, and permit Wyeth to audit (either directly or through an independent auditor) such books and records, and (d) shall provide that any such sublicensee shall not further sublicense except on terms consistent with this Section 2.4. Wyeth shall provide Trubion with a copy of any each such sublicense agreement executed within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential, non-Licensed Product-related information and financial information (other than such financial information that is necessary for assessing the obligations to Trubion under this Agreement). Upon Trubion’s request and at Trubion’s expense, Wyeth shall exercise its right to conduct an audit of a sublicensee’s books and records pertaining to the sale of a Licensed Product under any such sublicense agreement at the next time that conducting such an audit is permissible under such sublicense agreement. Wyeth shall provide Trubion with a copy of the report of the findings made in any such audit. If such audit reveals that such sublicensee has understated its Net Sales by Corvus ten percent (10%) or any Sublicensee to Vernalis within [***] more, Wyeth shall be responsible for the costs of the audit. Wyeth shall remain responsible for its obligations hereunder and for the performance of its execution. 2.2.2 sublicensees (including, without limitation, making all payments due Trubion by reason of any Net Sales of Licensed Products), and shall ensure that any such sublicensees comply with all relevant provisions of this Agreement. In the event of termination any uncured material breach by any sublicensee under a sublicense agreement that would constitute a breach of Wyeth’s obligations under this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed ProductWyeth will promptly inform Trubion in writing and shall take such action which in Wyeth’s reasonable business judgment will address such default; provided, however, any sublicense granted such uncured material breach by Corvus pursuant to Clause 2.2.1 such sublicensee of an obligation that would constitute a breach of Wyeth’s obligations under this Agreement shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (be deemed an uncured material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any breach of Wyeth hereunder unless Wyeth cures such [***]material breach within the time provided under Section 9.5 hereof.

Sublicensing. 2.2.1 Corvus Licensee shall be entitled have the right to sublicense (including through multiple tiers) grant sublicenses or to assign any or all of the rights granted hereunder only to it under Clause 2.1 above to any person with similar (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or greater financial resources bio-diagnostic company which is generally recognized in such industries and expertise as Corvuswhich, provided at the time of the sublicense, is in good standing and has a market capitalization of over $100,000,000; and (c) an entity which has been approved in writing by CSMC; provided, that such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it approval shall not do so without Vernalis’s prior written consent (such consent not to be unreasonably withheld or delayed)withheld; provided, further, that the Licensee shall request consent from CSMC by submitting a written request to CSMC’s Technology Transfer Office by electronic mail at C▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, and CSMC shall advise Licensee of its decision and of the reason for its decision within thirty (30) days of receiving the request from Licensee. Any person to which Corvus grants a sublicense and to which any further tiers sublicensee permitted under subsection (a) or (b) of sublicense are granted, each pursuant to this Clause 2.2.1, the preceding sentence shall be referred to as a “Permitted Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant CSMC denies a requested sublicense, Licensee shall have the right to Clause 2.2.1, Corvus petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall remain responsible for be subject in all of its obligations under respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall cause each be responsible to the best of Licensee’s ability and resources for monitoring and enforcing, performance of all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, as an express condition of any such sublicense, any such Permitted Sublicensee shall be required to comply with agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable [***] Certain information provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name and marks, indemnification of CSMC and the use of CSMC’s Confidential Information. Permitted Sublicensees may not further sublicense without CSMC’s prior written consent, which consent shall not be unreasonably withheld. Licensee shall promptly forward to CSMC a copy of any and all fully executed sublicense agreements, any subsequent amendments, and all copies of Permitted Sublicensees’ profit sharing or royalty reports, in this document has been omitted and filed separately with the Securities and Exchange Commissionno event more than thirty (30) days following execution or receipt thereof, as applicable. Confidential treatment has been requested Licensee shall also keep CSMC reasonably informed with respect to the omitted portionsprogress of any relations entered into with any Permitted Sublicensees. terms If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. Licensee understands and conditions agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled Vivelix will have the right to sublicense (including grant sublicenses under the Licensed Patents through multiple tierstiers of sublicenses; provided that: (a) Vivelix will not have the rights granted right to it grant any sublicenses under Clause 2.1 above the Licensed Technology with respect to any person with similar or greater financial resources and expertise as Corvus, provided such person is IMO-9200 in the United States until the date of Completion of the first Phase I Trial for IMO-9200 [***], except as may be necessary to utilize the services of a Third Party in accordance with Section ‎2.2.6; and (b) any such sublicense shall include additional intellectual property rights controlled by Vivelix that are not licensed to it by Idera under this Agreement. If Corvus For clarity, such additional intellectual property rights include data, results, or a Sublicensee wishes to grant a sublicense to any person which does other know-how and need 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall patent rights. 2.2.2 Vivelix will remain responsible for all the performance of its obligations Sublicensees under this Agreement, including for all payments due hereunder, and any act or omission on the part of a Sublicensee that would constitute a breach of this Agreement if such act or omission had been on the part of Vivelix will be deemed a breach of this Agreement by Vivelix. Idera agrees and shall cause each acknowledges that in the event (a) of an act or omission by a Sublicensee that has given rise to comply a right of Idera to terminate this Agreement in accordance with the applicable [***] Certain information in Section 7.3 and (b) Idera has provided notice of termination of this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Agreement with respect to the omitted portionsfield and country that are the subject of the applicable sublicense in accordance with Section 7.3, such termination shall not be effective if Vivelix has cured the applicable material breach or terminated all sublicenses granted to such Sublicensee hereunder prior to one hundred eighty (180) days after the date on which Vivelix receives such notice from Idera. terms and conditions Vivelix will provide Idera with notice of this Agreementeach sublicense promptly, but in any case within ten (10) business days, after execution of such sublicense agreement. If the acts or omissions In addition, Vivelix will provide to Idera with such notice a copy of any Sublicensee cause Corvus such sublicense agreement, provided that Vivelix may redact confidential technical and financial terms from such copy of such sublicense agreement. 2.2.3 Each sublicense granted by Vivelix pursuant to Section 2.2.1 will be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with subject and expressly made subject subordinate to the terms and conditions of this Agreement and will contain terms and conditions consistent with those in this Agreement. Corvus shall provide Without limitation, each sublicense granted by Vivelix pursuant to Section 2.2.1 must contain indemnification and insurance provisions in favor of Idera that are no less protective of Idera as such provisions in this Agreement and a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In provision stating that in the event of a Patent Challenge by the Sublicensee then Vivelix shall be entitled to terminate the applicable sublicense. Idera agrees and acknowledges that in the event of a Patent Challenge by a Sublicensee, if Vivelix has terminated all sublicenses granted to such Sublicensee hereunder within ninety (90) days after Vivelix has knowledge of such Patent Challenge, Idera shall not terminate this Agreement on account of such Patent Challenge by such Sublicensee. 2.2.4 Unless a sublicense provides that it shall terminate upon termination of this Agreement: , if this Agreement terminates for any reason other than termination by Vivelix pursuant to Section ‎7.2, then at the option of any Sublicensee not in breach of the applicable sublicense (or any provision of this Agreement applicable to such Sublicensee) such Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of Idera under, and subject to the terms and conditions of, this Agreement, subject only to modifications with respect to territory, field and exclusivity consistent with the scope of the applicable sublicense and so as to accommodate all such Sublicensees; provided, however, that such Sublicensee cures all breaches by Vivelix of this Agreement; and provided further, however that Idera (a) by Corvus pursuant to Clause 12.2.1 (material breach) shall not have under any such direct license any obligations that are greater than or Clause 12.3 (termination at will) inconsistent with the obligations of Idera under this Agreement or any fewer rights than it has under this Agreement, 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 and (b) Idera shall have no liability for any obligations arising prior to effective date of such direct license or for any obligations of Vivelix whenever arising and Idera shall be released from any and all liability relating to such obligations. 2.2.5 Such Sublicensees shall have the right to grant further sublicenses to Third Parties of same or lesser scope as its sublicense from Vivelix under the licenses contained in Section 2.1, provided that such further Sublicenses shall be in accordance with and subject to all of the terms and conditions of this Section 2.2 (i.e., such Sublicensee shall be subject to this Section 2.2 in the same manner and to the same extent as Vivelix). For clarity, any person or entity to whom a Sublicensee grants a sublicense as permitted by Vernalis pursuant the terms of this Agreement shall be deemed to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]be a Sublicensee for purposes of this Agreement.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiersa) Except as set out in item 5 of the Details Schedule: (i) the rights Licensee may only grant sublicences of the Licence granted to it under Clause 2.1 above this clause 3 where the proposed sublicensee is approved by the Licensor in writing; and (ii) the Licensor will not unreasonably withhold approval, 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 Licensor approves the sublicence of the Licensed IPR by the Licensee to: (i) any person sublicensees and for the purposes set out in the Commercialisation Business Plan; and (ii) purchasers of Product, but only to the extent required to enable those customers to receive the benefit of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Without limitation, unless otherwise approved by the Licensor, the sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and shall cause each Sublicensee to comply with the applicable [***] Certain information at least as onerous as those contained in this document has been omitted Agreement so far as they are capable of observance and filed separately with performance by the Securities and Exchange Commission. Confidential treatment has been requested with respect sublicensee; (ii) the sublicence will be personal to the sublicensee and will not be assignable, nor will the sublicensee have the right to sublicense; (iii) the Licensee may terminate the sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted portions. terms and conditions to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicence is capable of being terminated at the Licensor's sole discretion at the same time as the termination of (or exercise by the Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the Licensor has audit rights in respect of the sublicensee equivalent to the Licensor’s rights to audit the Licensee under clause 6 of this Agreement. (d) The Licensee must notify the Licensor promptly of any sublicence entered into and provide the Licensor with a copy of the sublicence terms (excluding financial payment terms and any personal information). If In respect of sublicences to purchasers of Products, the Licensee is only required to notify the Licensor of its intention to use a particular form of sublicence. (e) The acts or omissions of any sublicensee are considered for the purposes of this Agreement to be the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its executionLicensee. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled 2.5.1 The license granted pursuant to Section 2.1 is sublicensable by Licensee to any Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.5 (including Section 2.5.2). 2.5.2 The right to sublicense (including through multiple tiers) the rights granted to it Licensee under Clause 2.1 above this Agreement is subject to any person with similar or greater financial resources and expertise as Corvus, provided such person is the following conditions: (a) Licensee may only grant sublicenses […***]…] pursuant to a written sublicense agreement with the Sublicensee. If Corvus Licensor must receive written notice as soon as practicable following execution of any such sublicenses. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Licensee has agreed and must acknowledge that Licensor is an express third party beneficiary of such terms and conditions under such sublicense agreement; provided that nothing shall prevent Licensee from granting sublicenses of more limited scope than Licensee’s rights, e.g. in a more limited territory, field of use, or term. (c) The official language of any sublicense agreement shall be English. (d) Within […***…] after entering into a Sublicensee wishes sublicense, Licensor must receive a copy of the sublicense written in the English language for Licensor’s *** Confidential Treatment Requested *** redacted to grant exclude confidential information of the applicable Sublicensee, but such copy shall not be redacted to the extent that it impairs Licensor’s (or any of its licensors’) ability to ensure compliance with this Agreement; provided that, if any of Licensor’s licensors require a complete, unredacted copy of the sublicense, Licensee shall provide such complete, unredacted copy. (e) Licensee’s execution of a sublicense to agreement will not relieve Licensee of 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement Agreement. Licensee is and shall cause each Sublicensee to comply with the applicable remain […***…] Certain information to Licensor for all of Licensee’s duties and obligations contained in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. terms and conditions for any act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement. If the acts Agreement if performed or omissions of any Sublicensee cause Corvus omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement, Corvus shall be responsible for Agreement as a result of such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee act 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 executionomission. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including Amgen and its Affiliates may grant Sublicenses of any Exclusive License through multiple tiers) tiers of Sublicenses to one or more Sublicensees. Each such Sublicense will be consistent with, the rights granted terms of this Agreement and will require such Sublicensee to it under Clause 2.1 above to comply with all applicable terms of this Agreement. Amgen will, as soon as reasonably practicable thereafter (and in any person with similar or greater financial resources and expertise as Corvus, provided such person is event within [***]. If Corvus or ), provide Generate with a notice of executed Sublicense with a Third Party Sublicensee, providing Generate the identity of the Sublicensee wishes to grant and the Collaboration Target which is the subject of the Sublicense; however, in the instance any Sublicense includes a sublicense of rights granted to Generate under a Collaboration In-License Agreement, Amgen shall provide to 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 person which does not meet copy of any Subcontractor agreement. Each Sublicense will contain the above criteria then it shall not do so without Vernalisfollowing provisions: (a) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of ARTICLE 11 of this Agreement with respect to Generate’s prior written consent Confidential Information; (such consent not 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 unreasonably withheld made or delayed). Any person records required to which Corvus grants be maintained under this Agreement; (c) the requirements set forth in Section 6.11; and (d) to the extent such Sublicense includes a sublicense and of rights granted to which any further tiers of sublicense are grantedGenerate under a Collaboration In-License Agreement, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In requirement that the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the applicable [***] Certain information in this document has been omitted provisions of such or Collaboration In-License Agreement, as applicable. Notwithstanding any Sublicense, Amgen will remain primarily liable to Generate for the performance of all of Amgen’s obligations under, and filed separately responsible for each Sublicensee’s compliance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. applicable terms and conditions of of, this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or any Sublicensee to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect to any Vernalis Licensed Compound or Licensed Product, any sublicense granted by Corvus pursuant to Clause 2.2.1 shall automatically terminate; or (b) by Vernalis pursuant to Clause 12.2.1 (material breach), Clause 12.2.2 (challenge to IP) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***].

Sublicensing. 2.2.1 Corvus 4.1 Upon written approval, which shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus or a Sublicensee wishes to grant a sublicense to any person which does not meet the above criteria then it shall not do so without Vernalis’s include prior written consent (such consent not to be unreasonably withheld or delayed). Any person to which Corvus grants a sublicense and to which any further tiers review of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Corvus shall provide a copy of any sublicense agreement executed by Corvus or the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any Sublicensee to Vernalis proposed sublicense agreement, if the NIH does not provide the Licensee with written rejection thereof within […***…] after the date the NIH receives a copy thereof from the Licensee, the NIH shall be deemed to have given its approval of its executionsuch sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. 2.2.2 In 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the event obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 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 the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to A-265-2013 NIH Patent License Agreement - Exclusive NIH approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement:. (a) by Corvus pursuant 4.4 The Licensee agrees to Clause 12.2.1 (material breach) or Clause 12.3 (termination at will) , with respect forward to any Vernalis Licensed Compound or Licensed Product, any the NIH a copy of each fully executed 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 agreement postmarked within […***]…] of the execution of the agreement. Any such To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence. 4.5 The Licensee’s right to grant sublicenses hereunder is further subject to the limitation that there shall not exist, at any time in any country, more than […***]…] sublicense then in effect for the Licensed Field of Use.

Sublicensing. 2.2.1 Corvus shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any person Upon written approval from Licensor, Licensee may enter into sublicensing agreements with similar or greater financial resources and expertise as CorvusSublicensees, provided such person is [***]. If Corvus or that Licensee has current exclusive rights thereto in the Territory being sublicensed pursuant to Section 2.1 and subject to the following: a) Any sublicense granted by Licensee to a 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 sublicense and to which any further tiers of sublicense are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event that Corvus grants one or more sublicenses pursuant to Clause 2.2.1, Corvus shall remain responsible for incorporate all of its obligations under this Agreement and shall cause each Sublicensee to comply with the 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 omitted portions. terms and conditions of this Agreement. If the acts or omissions of any Sublicensee cause Corvus to be in breach of this Agreement, Corvus shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Corvus may have against the Sublicensee for breach of the sublicense. Any such permitted sublicenses shall be consistent with and expressly made subject to the terms and conditions of this Agreement, which shall be binding upon each Sublicensee as if such Sublicensee were a party to this Agreement. Corvus Licensee shall collect and guarantee all payments due Licensor from Sublicensee(s). In each such sublicense, the Sublicensee will be prohibited from granting further sublicenses; b) If Licensee becomes Insolvent, Licensor’s proportionate share of all payments then or thereafter due and owing to Licensee from its Sublicensees for the sublicense of the Patent Rights will, upon written notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of Licensee; c) Licensee shall within thirty (30) days of: (a) execution, provide Licensor with a copy of each sublicense granted by Licensee hereunder, and any sublicense agreement executed by Corvus amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Licensee from Sublicensee(s); and d) If this Agreement is terminated for any Sublicensee reason, Licensor shall have the sole option to Vernalis within [***] of its execution. 2.2.2 In the event of termination of this Agreement: (a) by Corvus pursuant to Clause 12.2.1 (material breachterminate any or all sublicense(s) and all rights granted thereunder, 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 require Licensee to Clause 12.2.1 (material breachimmediately assign all of its right, title, and interest to all sublicense(s) to Licensor, including the right to receive all income from the sublicense(s). Licensee shall, Clause 12.2.2 (challenge prior to IPexecution of each sublicense, make the intended Sublicensee(s) or Clause 12.2.3 (insolvency), Vernalis shall [***]. Any such [***]aware of this contingency.