Common use of Sublicensing Clause in Contracts

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

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensor hereby grants to Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicensing agreements with Sublicensees, provided 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 agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it Licensee to a Sublicensee shall provide that incorporate all of the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms and conditions of this Agreement Agreement, which shall be explicitly binding to sublicensee upon each Sublicensee as if it such Sublicensee were a party to this Agreement. 4.3 Any sublicenses granted by the . Licensee shall provide 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 termination sublicense of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicenseePatent Rights will, upon termination written notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of this Agreement under Article 13. This conversion is subject to the NIH approvalLicensee; c. Licensee shall within thirty (30) days of: (a) execution, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH provide Licensor with a complete copy of each fully executed sublicense agreement postmarked within [***] granted by Licensee hereunder, and any 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 reason, Licensor shall have the sole option to (a) terminate any or all sublicense(s) and all rights granted thereunder, or (b) require Licensee to immediately 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, prior to execution of each sublicense, make the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceintended Sublicensee(s) aware of this contingency.

Sublicensing. 4.1 2.4.1 Upon the effectiveness of each Grant Date and the rights granted pursuant to 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 Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may grant sublicenses […***…] only pursuant to a written approvalsublicense agreement with the Sublicensee. Licensor must receive written notice as soon as practicable following execution of any such sublicenses. (b) In each sublicense agreement, which 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 include prior review 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 by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within English. (d) Within […***…] after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with Licensor’s licensors under the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementExisting Licenses. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH extent that it impairs Licensor’s (or any of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding its licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination ; provided that, if 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 agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain […***…] to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or the conversion omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed or omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement as a result of such act or omission. 2.4.3 Any sublicense agreement granted by Licensee hereunder to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon Third Party shall survive termination of this Agreement under Article 13. This conversion is in accordance with and subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee terms of the remaining provisions of this AgreementSection 6.6.2. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 2.4.1 Upon the effectiveness of each Grant Date and the rights granted pursuant to 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 Affiliates or Third Parties; provided that any such sublicense must comply with the provisions of this Section 2.4 (including Section 2.4.2). 2.4.2 The right to sublicense granted to Licensee under this Agreement is subject to the following conditions: (a) Licensee may grant sublicenses **** only pursuant to a written approvalsublicense agreement with the Sublicensee. 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, which 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 include prior review 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 by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [English. (d) Within ***] * after the date the NIH receives Notice of Licensee’s intent to sublicense and entering into a sublicense, Licensor must receive a copy of the proposed sublicense from written in the Licensee, English language for Licensor’s records and to share with Licensor’s licensors under the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementExisting Licenses. The NIH hereby provides written approval for copy of the Collaboration and Option Agreement with sublicense may be redacted to exclude confidential information of the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it applicable Sublicensee, but such copy shall provide that the obligations not be redacted to the NIH extent that it impairs Licensor’s (or any of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding its licensors’) ability to sublicensee as if it were a party to ensure compliance with this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination ; provided that, if 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 agreement will not relieve Licensee of any of its obligations under this Agreement. Licensee is and shall remain **** to Licensor for all of Licensee’s duties and obligations contained in this Agreement and for any act or the conversion omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed or omitted by Licensee, and Licensee will be deemed to be in breach of this Agreement as a result of such act or omission. 2.4.3 Any sublicense agreement granted by Licensee hereunder to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon Third Party shall survive termination of this Agreement under Article 13. This conversion is in accordance with and subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee terms of the remaining provisions of this AgreementSection 6.6.2. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

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

Sublicensing. 4.1 Upon written approval(a) Licensee may grant sublicenses of any or all of its licensed rights under the Protiva Intellectual Property for any purposes within the Agricultural Field, which but solely within the Agricultural Field; provided, however, that any sublicense granted by Licensee shall include prior review be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. 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 by between Licensee and the NIH 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 which subject to provisions at least as stringent as those set forth in Article VI, and Protiva shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense an express third party beneficiary of such agreement, if including provisions related to use and disclosure of Confidential Information. Subject to the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice foregoing provisions of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseethis Section 2.2(a), the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Sublicensees shall have the right to enter into such further sublicense agreement. The NIH hereby provides written approval for Protiva Intellectual Property in the Collaboration and Option Agreement with the following stipulations: [***]Agricultural Field to Third Parties. 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to (b) Unless otherwise provided in this Agreement. 4.3 Any sublicenses granted by the , Licensee shall notify Protiva within thirty (30) days after execution of a sublicense entered into hereunder and provide for the termination a copy of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked to Protiva within [***] the same time, which shall be treated as Confidential Information of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceLicensee under Article VI.

Sublicensing. 4.1 Upon Prior to the fourth (4th) anniversary of the Initial Sale Date, Purchaser shall not sublicense or (except as permitted by Section 10.1 with respect to the sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assign any of the licenses granted to Purchaser under this Agreement, without Reliant’s prior written approvalconsent, which may be granted or withheld in Reliant’s sole discretion. From and after the fourth (4th) anniversary of the Initial Sale Date, and subject to the terms and conditions of this Agreement, 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 include prior review of be required for any sublicense agreement or (unless otherwise permitted by Section 10.1 with respect to the NIH sale of substantially all of the stock or assets of the Purchaser or any merger, consolidation or similar transaction involving Purchaser) assignment of the license granted under Section 2.6(a)(iii), which consent Reliant may withhold only in the event and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements for so long as Reliant is unable to obtain any consent of Lilly required under the Licensed Patent RightsLilly Agreement (which Reliant shall use commercially reasonable efforts to obtain) to permit such sublicense or assignment. With respect to any proposed Any such permitted sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH or assignment granted by Purchaser shall be deemed subject in all respects to have given its approval of 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 agreement 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 Licensee event such license grant terminates pursuant to the terms of this Agreement. Notwithstanding the foregoing, Purchaser shall at all times have the right to enter into 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 (it being agreed that, during such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee time as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion Purchaser is subject to the NIH approvalDetailing requirements under Section 7.9(b), which will Purchaser shall not be unreasonably withheld, and contingent upon acceptance by have the sublicensee right to engage any contract sales organization or other third party to perform any such Detailing requirements in lieu of the remaining provisions of this AgreementPurchaser (including, without limitation, pursuant to a co-promotion or similar arrangement). 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval(a) The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, which 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 include prior review require that the terms of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option rights in this Agreement are fully in compliance with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms and conditions of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreementand of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. 4.3 Any (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 granted by in the Licensee 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 provide for require that the termination terms 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 any sublicense under its rights in this Agreement under Article 13. This conversion is subject to are fully in compliance with the NIH approval, which will not be unreasonably withheld, terms and contingent upon acceptance by the sublicensee of the remaining provisions conditions of this Agreement. 4.4 The Licensee agrees to forward (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the NIH terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. 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 complete 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 each the fully executed sublicense agreement postmarked to the other Party within [***] the 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 execution 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. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the agreement. To Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the extent permitted Effective Date to any Third Party pursuant to 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 lawTekmira, the NIH rights of the applicable Third Party shall not 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 maintain each sublicense 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. (f) Notwithstanding Sections 2.3(a) and 2.3(b), 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 (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize 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 Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement in confidencecontaining reasonably customary terms and conditions.

Sublicensing. 4.1 Upon written approval(a) Vaxcyte shall have the right to extend Vaxcyte’s rights and obligations hereunder (including the right to sublicense the Manufacturing Rights through multiple tiers) to its Affiliates (for clarity, which shall include prior review including both current and future Affiliates, but only for so long as the applicable entity is an Affiliate of Vaxcyte); provided, that [***]. In the event that any Affiliate of Vaxcyte enters into an agreement with an Approved CMO or 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 this Section 2.3(b) shall be granted pursuant to a written agreement by between the NIH Approved CMO or Approved Contractor and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent RightsVaxcyte that [***]. With respect to any Approved CMO, and any Approved Contractor that will have access to, or use, Sutro Core Know-How: (i) Vaxcyte shall provide to Sutro Vaxcyte’s proposed sublicense agreement, if the NIH does not provide the Licensee agreement with a written objection thereof within such Approved CMO or Approved Contractor at least [***] after prior to Vaxcyte executing such agreement, and Vaxcyte shall [***]; (ii) In the date event any Approved CMO or Approved Contractor breaches such agreement with Vaxcyte with respect to provisions of such agreement relating to safeguarding the NIH receives Notice 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 Approved Contractor in respect of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseesuch breach, the NIH [***]. Any amounts recovered by Sutro or Vaxcyte in enforcing any such claim shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulationspaid as follows: [***]; and 4.2 The Licensee agrees that (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 sublicenses granted 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 it Sutro in writing). Vaxcyte shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination Sutro copies of the sublicense, applicable contractual provisions in such agreement related to protection of Sutro’s intellectual property with such Approved CMO or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheldApproved Contractor, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within shall [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence].

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

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

Sublicensing. 4.1 Upon written ‌ (a) 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, which shall include prior review but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of any sublicense agreement by the NIH sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and which shall not be unreasonably withheldsubject to the further requirements under this clause 3.3, the Licensee may enter into sublicensing agreements under sublicence the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy IPR without further approval of the proposed sublicense from Licensor:‌ (i) as agreed in the LicenseeCommercialisation Business Plan; or (ii) to users of Products, but only to the extent required to enable use of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor in writing, the NIH shall sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be deemed personal to have given its approval of such sublicense agreement the sublicensee and will not be assignable, nor will the Licensee shall sublicensee have the right to enter into 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 to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations sublicence is capable of being terminated, or novated to the NIH of Paragraphs 5.1-5.4Licensor, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee at the Licensor's sole discretion at the same time as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of (or exercise by the sublicense, Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the conversion to a license directly between the sublicensees and the NIH, at the option Licensor has audit rights in respect of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject sublicensee equivalent to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by Licensor’s rights to audit the sublicensee of the remaining provisions Licensee under clause 6 of this Agreement. 4.4 The Licensee agrees to forward (d) In addition to the NIH 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 complete copy of each fully executed sublicense agreement postmarked within [***] the sublicence terms (excluding for this purpose financial payment terms and any personal information). 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 the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceLicensee.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the 6.1 Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to sublicense any proposed sublicense agreement, if the NIH does not provide the and all rights licensed hereunder provided that Licensee notifies University in writing and provides University with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such each sublicense agreement and the each amendment thereto within *** days after their execution. Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval grant sublicensing rights to Sublicensees. 6.2 Licensee shall not grant sublicenses to the rights granted hereunder for the Collaboration and Option Agreement with the following stipulations: [*** or solely ***]. 4.2 The 6.3 Licensee agrees shall require that any sublicenses granted by it shall provide that the obligations agreement granting a third party rights to the NIH of Paragraphs 5.1-5.4Patent Rights: (i) be consistent with the terms, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 conditions and limitations of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement.; 4.3 Any sublicenses granted by (ii) contain the Licensee shall provide for the termination Sublicensee’s acknowledgment of the sublicensedisclaimer of warranty and limitation on University’s liability, or as provided by Article 10 below; (iii) shall require Sublicensee to indemnify University for any actions of Sublicensee(s); (iv) provide Licensee the conversion right to a license directly between assign its rights under the sublicensees and sublicense to University in the NIH, at the option of the sublicensee, upon termination of event that this Agreement under Article 13. This conversion is subject to the NIH approvalterminates; and (v) comply with Sections 2.4, which will not be unreasonably withheld2.5, 13.10, 13.11 and contingent upon acceptance by the sublicensee of the remaining provisions 13.12 of this Agreement. 4.4 The 6.4 Licensee agrees to forward shall require compliance of the applicable terms of this Agreement by each of its Sublicensees under each sublicense agreement. 6.5 If Licensee has exercised the Option, then after the *** of the Effective Date, a party shall provide written notice to the NIH other party of any request made by a third party for a sublicense to develop a Proposed Product in a specific indication not being developed by Licensee and in the territory of ***, within *** of receiving such third party request. For purposes of this Agreement, *** will be considered as a single indication. 6.5.1 In the event that 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 Sublicensee of either of the foregoing has initiated commercially reasonable efforts 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 (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 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 be defined *** categorized as “***” 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 Section 6.5.1 (iii), Licensee shall make a good faith effort to complete negotiations with the prospective Sublicensee within *** from the date on which it began negotiations (the “Negotiation Period”). For the purposes of this Section 6.5.2, Licensee shall have made a good faith effort to complete negotiations if it has offered a sublicense to the prospective Sublicensee the terms of which include: (i) reasonable financial terms taking into account the field in which the sublicense is being offered and Licensee’s obligations to University pursuant to this Agreement, (ii) minimum performance requirements which would not be unreasonably burdensome upon the prospective Sublicensee, and (iii) non-financial terms which are consistent with Licensee’s obligations to University under this Agreement. 6.5.3 Within *** of the end of the *** Negotiation Period, Licensee shall: (i) provide University a copy of each the fully executed sublicense agreement postmarked within [***] with such third party, or (ii) meet with University representatives and provide documentation of reasons that (a) Licensee and/or such third party chose not to proceed with good faith negotiation or (b) negotiations between Licensee and such third party failed. 6.5.4 In the execution event 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 (iii), Licensee fails to make a good faith effort as required by Section 6.5.2 and such third party still desires to develop, 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 immediately grant back to University limited rights in its rights in the agreement. To Patent Rights under this Agreement for the extent permitted by law, sole purpose of University licensing such rights to the NIH agrees to maintain each sublicense agreement in confidencethird party.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensor hereby grants to Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicensing agreements with Sublicensees, provided 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 agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it Licensee to a Sublicensee shall provide that incorporate all of the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms and conditions of this Agreement Agreement, which shall be explicitly binding to sublicensee upon each Sublicensee as if it such Sublicensee were a party to this Agreement. 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. 4.3 Any sublicenses granted 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 for the termination of the sublicense, or the conversion to Licensor with a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] granted by Licensee hereunder, and any amendments thereto or terminations thereof; and (b) receipt, summarize and deliver copies of all reports due to Licensee from Sublicensee(s). d. If this Agreement is terminated for any reason, Licensor shall have the sole option to (a) terminate any or all sublicense(s) and all rights granted thereunder, or (b) require Licensee to immediately 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, prior to execution of each sublicense, make the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceintended Sublicensee(s) aware of this contingency.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within (a) [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to grant sublicenses to Commercialize the Product in the Field in the Territory, through multiple tiers, under the rights granted to Licensee under Section 4.1, to its Affiliates and 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 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 (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 Licensee’s express rights under this Agreement. (b) Takeda shall have the right to grant one or more licenses or sublicenses, as the case may be, under the 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 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 sublicense must be consistent in all material respects with the terms and conditions of this Agreement. Each Party shall remain responsible for the performance of this Agreement and the performance of its sublicensees hereunder. (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 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 sublicense agreementrights 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. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

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

Sublicensing. 4.1 Upon written approvalIn accordance with all terms, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheldsubject to all conditions, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreementset forth in this Agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy as of the proposed sublicense from the LicenseeDistribution Date, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into grant 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 agreementexceed the scope of the rights and licenses granted to Licensee in this Article 2. The NIH hereby provides written approval for Parties acknowledge and agree that, as of immediately prior to the Collaboration 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 Option Agreement with therefore shall be deemed “Permitted Sublicensees” hereunder; provided, however, that if Licensee notifies Parent within thirty (30) days of the following stipulations: [***] 4.2 The Licensee agrees 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 granted hereunder. Licensee shall cause each Permitted Sublicensee to 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 it shall provide that any Permitted Sublicensee of any terms and conditions set forth herein, as if performed (or failed to be performed) by Licensee itself. Notwithstanding the obligations foregoing, in the event any Permitted Sublicensee ceases to be a Subsidiary of SpinCo, except as and to the NIH of Paragraphs 5.1-5.4extent provided in Section 10.1(c), 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement such Person shall immediately cease to be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any “Permitted Sublicensee” and all sublicenses granted by to it under the Licensee rights and licenses hereunder shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementautomatically terminate forthwith. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval(a) The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, which 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 include prior review require that the terms of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option rights in this Agreement are fully in compliance with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms and conditions of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreementand of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. 4.3 Any (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 granted by in the Licensee 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 provide for require that the termination terms 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 any sublicense under its rights in this Agreement under Article 13. This conversion is subject to are fully in compliance with the NIH approval, which will not be unreasonably withheld, terms and contingent upon acceptance by the sublicensee of the remaining provisions conditions of this Agreement. 4.4 The Licensee agrees to forward (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the NIH terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. 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 complete 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 each the fully executed sublicense agreement postmarked to the other Party within [***] the 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 execution 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. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the agreement. To Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the extent permitted Effective Date to any Third Party pursuant to 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 lawTekmira, the NIH rights of the applicable Third Party shall not 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 maintain each sublicense 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. (f) Notwithstanding Sections 2.3(a) and 2.3(b), 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 (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize 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 Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement in confidencecontaining reasonably customary terms and conditions.

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

Sublicensing. 4.1 Upon written approval2.3.1 Licensee may sublicense the rights granted to it under Section 2.1 (License Grants) through one or more tiers to one or more of its Affiliates or Third Parties at any time (each Third Party to which sublicense is granted is hereinafter referred to 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 include prior review 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 Licensee becomes aware of a material breach of any such sublicense agreement by the NIH and which Sublicensee, Licensee shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy promptly notify Orion of the proposed sublicense from particulars of same and use its commercially reasonable efforts to enforce the Licensee, the NIH shall be deemed to have given its approval 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 take other appropriate action that it has the initial right to initiate or take pursuant to Section 2.3.3 above, 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 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 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 shall, from the effective date of such termination, automatically become a direct licensee of Orion with respect to the 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 provided further that such Sublicensee is not in breach of its sublicense agreement and such Sublicensee agrees in writing to comply with all of the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms of this Agreement shall be explicitly binding and assumes the responsibilities of Licensee hereunder to sublicensee as if the extent applicable from the rights originally sublicensed to it were a party to this Agreementfrom Licensee. 4.3 Any sublicenses granted by the 2.3.6 Should Licensee shall provide for the termination enter into a sublicense after Orion has given notice of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination breach of this Agreement under Article 13. This conversion is subject Section 14.4, either in its entirety or on a country-by-country and/or product-by-product basis, then such notice of breach shall be effective also against the relevant sublicensee and any cure period for such breach shall continue with respect to such sublicensee to the NIH approvalextent the sublicense relates to products and countries affected by the notice of breach. For purposes of clarity, which will such sublicensee shall not be unreasonably withheld, and contingent upon acceptance by entitled to restart the sublicensee of the remaining provisions of this Agreementcure period. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

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

Sublicensing. 4.1 Upon 2.2.1 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 approvalconsent, which shall include prior review of any sublicense agreement by the NIH and which shall such consent not to be unreasonably withheld, the Licensee may enter into sublicensing agreements 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 Patent RightsProduct, 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 proposed sublicense agreementbreach has occurred under this Agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice acts and omissions in relation to this Agreement of Licensee’s intent any sublicensee of LICENSEE hereunder will be attributable to sublicense LICENSEE as though taken or omitted by LICENSEE, itself, (ii) LICENSEE will be jointly and a copy severally liable for any damage arising out of the proposed sublicense from acts or omissions of any of LICENSEE’s sublicensees of the Licensee, the NIH shall be deemed LICENSEE’s licensed rights hereunder and (iii) LICENSEE will remain obligated to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreementperform LICENSEE’s own obligations under this Agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: 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 [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.3 2.2.2 Any sublicenses granted by sublicense under the Licensee shall provide for the License will automatically terminate upon any termination of the sublicense, or License. 2.2.3 No sublicensee of LICENSEE under the conversion License will have the right to a license directly between further sublicense its rights under any such sublicensing arrangement without the sublicensees and the NIH, at the option prior written consent of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approvalCouncil, which consent will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementwithheld or delayed. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval(a) Subject to the terms and conditions of this Agreement and W▇▇▇ License Agreement, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Century shall have the right to enter into 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 agreement. The NIH hereby provides written approval 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 the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees Sublicensee to have further rights to sublicense; provided further that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement sublicense shall be explicitly binding pursuant to sublicensee as if it were a party written agreement and each sublicense shall be subject to terms and conditions no less restrictive than those set forth in this Agreement. For the avoidance of doubt, each sublicense terminates automatically upon the termination of this Agreement. 4.3 Any (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 granted and any breach by a Sublicensee under any such sublicense shall be deemed to be a breach of Century under this Agreement. Century will provide CDI with the Licensee 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 the termination of the sublicenseany reason other than by Century pursuant to Section 9.6, or the conversion to a license directly between the sublicensees and the NIHthen, at the option of any Sublicensee not in default of the sublicensee, upon termination applicable sublicense (or any provision of this Agreement under Article 13. This conversion is 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 NIH approvalterms and conditions of, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee (a) Each Party shall have the right to enter into 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 agreementgranted to a Third Party shall be pursuant to a written agreement and each sublicense shall be subject to all relevant restrictions and limitations set forth in this Agreement. The NIH hereby provides written approval Each Party shall be responsible for the Collaboration and Option Agreement each of its Sublicensees complying with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the all obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of such Party under this Agreement that are applicable to sublicenses and any breach by a Sublicensee under any such sublicense shall be explicitly binding deemed to sublicensee as if it were be a party to breach of such Party under this Agreement. Each Party shall notify the other Party in writing of the identity of Sublicensees without delay. 4.3 Any sublicenses granted (b) If this Agreement is terminated for any reason other than by the Licensee shall provide for the termination of the sublicensea Party pursuant to Section 9.6, or the conversion to a license directly between the sublicensees and the NIHthen, at the option of any Sublicensee of a terminating Party not in default of the sublicensee, upon termination applicable sublicense (or any provision of this Agreement under Article 13. This conversion is 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 NIH approvalterms and conditions of, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees (c) Century shall use Commercially Reasonable Best Efforts to forward 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 NIH 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) pursuant to the terms and conditions of this Agreement. 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 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 complete copy Third Party (or any further sublicenses by the applicable Sublicensee) of each any rights granted by 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 the 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 executed sublicense agreement postmarked 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) 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, CDI shall ensure to make such licenses and rights sublicensable to Century (through multiple tiers) to Exploit the Licensed Products in the Field in the Territory. (e) For purposes of Sections 2.5(c) and 2.5(d), “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 execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each applicable sublicense agreement in confidencethe 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. 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. 4.1 Upon written approval(a) The licenses granted to Tekmira in Section 2.1 include the right for Tekmira to grant sublicenses, which 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 include prior review require that the terms of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option rights in this Agreement are fully in compliance with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms and conditions of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreementand of the Alnylam Existing In-Licenses governing Alnylam’s rights under the Alnylam Licensed Technology. 4.3 Any (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 granted by in the Licensee 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 provide for require that the termination terms 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 any sublicense under its rights in this Agreement under Article 13. This conversion is subject to are fully in compliance with the NIH approval, which will not be unreasonably withheld, terms and contingent upon acceptance by the sublicensee of the remaining provisions conditions of this Agreement. 4.4 The Licensee agrees to forward (c) Any sublicense granted by a Party hereunder shall be subject and subordinate to the NIH terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. 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 complete 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 each the fully executed sublicense agreement postmarked to the other Party within the same time frame (with such reasonable redactions as the sublicensing Party may make, provided that [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 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 execution 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. (e) Tekmira hereby waives the foregoing sublicensing restrictions and requirements of Section 2.2(c), Section 2.2(d) and this Section 2.3 with respect to the Alnylam Existing Sublicenses. In addition, to the extent that Alnylam as of the agreement. To Effective Date has licensed or sublicensed any Patent or Know-How Controlled by Tekmira as of the extent permitted Effective Date to any Third Party pursuant to 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 lawTekmira, the NIH rights of the applicable Third Party shall not 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 maintain each sublicense 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. (f) Notwithstanding Sections 2.3(a) and 2.3(b), 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 (i) such Party does not grant any such Permitted Contractor or Institutional Collaborator any license to Commercialize 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 Institutional Collaborator unless such Third Party shall have executed a binding confidentiality agreement in confidencecontaining reasonably customary terms and conditions.

Sublicensing. 4.1 Upon written approval, which shall include prior review Vertex may grant sublicenses through multiple tiers to one or more Sublicensees of any sublicense agreement and all rights granted to Vertex by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements CRISPR under the Licensed Patent Rights. With Exclusive License; provided that Vertex, its Affiliates and its Sublicensees shall only be permitted to grant a Sublicense to conduct any Commercialization activities with respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within Product [***] after the date the NIH receives Notice of Licenseewith CRISPR’s intent prior written consent, such consent not to sublicense be unreasonably withheld, conditioned or delayed and provided, further, that no such consent will be needed with respect to any Sublicense (a) granted to a copy of the proposed sublicense from the Licensee, the NIH shall be deemed Third Party to have given its approval of such sublicense agreement conduct Commercialization activities with respect to a Product in [***] (and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: not any other [***] 4.2 The Licensee agrees that ), (b) granted to a Distributor or other Third Party to conduct activities on Vertex’s or its Affiliates’ or any sublicenses Sublicensee’s behalf or (c) granted by it shall provide that to a Third Party to Manufacture Products on Vertex’s or its Affiliates’ or any Sublicensee’s behalf. Each such Sublicense will be subject and subordinate to, and consistent with, the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms and conditions of this Agreement shall be explicitly binding and will require such Sublicensee to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination comply with all applicable terms of this Agreement under Article 13. This conversion is subject and all Third Party Obligations to the NIH approval, which will not be unreasonably withheldextent the provisions of such obligations or agreements are specifically disclosed to Vertex in writing (or via electronic data room). Vertex, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH each Sublicensee that grants a complete further Sublicense, shall promptly provide CRISPR with a copy of each fully executed Sublicense agreement that includes any sublicense agreement postmarked within [***] 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 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 execution benefit of Vertex, its Affiliates or any Sublicensee pursuant to this Agreement. Vertex shall remain primarily liable to CRISPR for the agreement. To the extent permitted by lawperformance of all of Vertex’s obligations under, the NIH agrees to maintain each sublicense agreement in confidenceand Vertex’s compliance with all provisions of, this Agreement.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the The Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for grant sublicenses to third parties with respect to the Collaboration and Option Agreement Technology with the following stipulations: [***]prior written consent of the University, not to be unreasonably withheld. 4.2 The Licensee agrees that any shall have the right to grant sublicenses granted by it shall provide that the obligations to Affiliates with respect to the NIH Technology without the prior written consent of Paragraphs 5.1-5.4the University, 8.1provided 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, 10.1absolutely and irrevocably covenant and agree with the University as primary obligor, 10.2to adopt as its own obligations every obligation of the Licensee contained or set forth in this Agreement, 12.5including without limitation, 13.6-13.8 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 explicitly binding joint and several and the University shall not be obliged to sublicensee as if seek recourse against an Affiliate before enforcing its rights against the Licensee. For greater certainty it were is hereby confirmed that any default or breach by an Affiliate of any term of this Agreement will also constitute a party to default by 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 sublicenses sublicense (including any sublicense granted to an Affiliate) granted by 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 Article 4.1, the University will upon request by the approved sublicensee, provide for 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) takes any other action pursuant to Articles 17.1 or 17.2 of this Agreement to terminate this Agreement, then, prior to any termination of this Agreement, the sublicenseUniversity will give such sublicensee written notice of such default or intention to terminate this Agreement, and in the event of any breach or default by the conversion Licensee, which may be cured pursuant to a license directly between Article 17.3, will for [*] days from the sublicensees and the NIH, at the option date of such notice to the sublicensee, upon termination give the sublicensee the opportunity to cure such default or breach on the terms provided in Article 17.3 of this Agreement, mutatis mutandis. If this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheldterminated, and contingent upon acceptance by 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 remaining provisions of same terms and conditions as are contained in this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review (a) Except as set out in item 5 of any sublicense agreement by the NIH and which shall not be unreasonably withheld, Details Schedule: (i) the Licensee may enter into sublicensing agreements only grant sublicences of the Licence granted to it under 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 Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide IPR by the Licensee with a written objection thereof within [***] after to: (i) any sublicensees and for the date purposes set out in the NIH receives Notice Commercialisation Business Plan; and (ii) purchasers of Licensee’s intent Product, but only to sublicense and a copy the extent required to enable those customers to receive the benefit of the proposed sublicense from Product. (c) The Licensee must ensure that all sublicences of the LicenseeLicensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the NIH shall sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be deemed personal to have given its approval of such sublicense agreement the sublicensee and will not be assignable, nor will the Licensee shall sublicensee have the right to enter into such sublicense agreement. The NIH hereby provides written approval for sublicense; (iii) the Collaboration and Option Agreement with Licensee may terminate the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by it shall provide that the obligations Licensee, give the Licensor the right to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to terminate this Agreement.; 4.3 Any sublicenses granted by (iv) such sublicence is capable of being terminated at the Licensee shall provide for Licensor's sole discretion at the same time as the termination of (or exercise by the sublicense, Licensor of its rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (v) the conversion to a license directly between the sublicensees and the NIH, at the option Licensor has audit rights in respect of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject sublicensee equivalent to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by Licensor’s rights to audit the sublicensee of the remaining provisions Licensee under clause 6 of this Agreement. 4.4 (d) The Licensee agrees to forward to must notify the NIH Licensor promptly of any sublicence entered into and provide the Licensor with a complete copy of each fully executed sublicense agreement postmarked within [***] the sublicence terms (excluding financial payment terms and any personal information). 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 the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceLicensee.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review (a) Except as set out in item 5 of any sublicense agreement by the NIH and which shall not be unreasonably withheld, Details Schedule: (i) the Licensee may enter into sublicensing agreements only grant sublicences of the Licence granted to it under 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 Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide IPR by the Licensee with a written objection thereof within [***] after to: (i) any sublicensees and for the date purposes set out in the NIH receives Notice Commercialisation Business Plan; and (ii) purchasers of Licensee’s intent Product, but only to sublicense and a copy the extent required to enable those customers to receive the benefit of the proposed sublicense from Product. (c) The Licensee must ensure that all sublicences of the LicenseeLicensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the NIH shall sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be deemed personal to have given its approval of such sublicense agreement the sublicensee and will not be assignable, nor will the Licensee shall sublicensee have the right to enter into such sublicense agreement. The NIH hereby provides written approval for sublicense; (iii) the Collaboration and Option Agreement with Licensee may terminate the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by it shall provide that the obligations Licensee, give the Licensor the right to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to terminate this Agreement.; 4.3 Any sublicenses granted by (iv) such sublicence is capable of being terminated at the Licensee shall provide for Licensor's sole discretion at the same time as the termination of (or exercise by the sublicense, Licensor of its rights under clause 15.4 in respect of) this Agreement or any licences granted under it; and (v) the conversion to a license directly between the sublicensees and the NIH, at the option Licensor has audit rights in respect of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject sublicensee equivalent to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by Licensor’s rights to audit the sublicensee of the remaining provisions Licensee under clause 6 of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

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

Sublicensing. 4.1 Upon Mist shall have the right to grant sublicenses under the grant in Section 2.1 to Affiliates and/or Third Parties pursuant to a separate written approvalagreement, subject to the following 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 shall include prior review of any sublicense agreement by the NIH and which consent shall not be unreasonably withheld, delayed or conditioned. 2.2.2 Except to the Licensee may enter into sublicensing agreements extent the Parties otherwise agree pursuant to the terms of a particular sublicense granted under this Section 2.2 any sublicense agreement must be fully consistent with the Licensed Patent Rights. With terms and conditions of this Agreement, 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 granted by Mist pursuant to this Section 2.2 with respect to a sublicensee, provided that (i) such sublicensee is not in breach of any material provision of this Agreement or the applicable sublicense agreement, (ii) such sublicensee shall perform all obligations of Mist under this Agreement, (iii) NovaDel shall have all rights with respect to any proposed and 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 agreement, if a provision in which said sublicensee acknowledges its obligations to NovaDel hereunder and the NIH does not provide the Licensee with rights of NovaDel to terminate such sublicense agreement for a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval material breach of such sublicense agreement and the Licensee shall have the right to enter into by such sublicense agreementsublicensee. The NIH hereby provides written approval failure of Mist to include in a sublicense the provisions referenced in clause (iv) shall render the affected sublicense void. 2.2.5 During the Term, Mist shall remain responsible for the Collaboration complying with all terms and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 conditions of this Agreement regardless of whether a sublicensee performs any part of this Agreement, including royalty payments for Net Sales by Mist or its sublicensees and shall be explicitly binding to sublicensee 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 it such sublicensees were a party to this Agreement. 4.3 Any sublicenses granted by 2.2.6 Nothing herein shall preclude or otherwise prevent Mist or its Affiliates or sublicensees from utilizing the Licensee shall provide for services of a contract sales organization or co-promotion partner to Commercialize the termination of Product in 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 Territory. 2.2.7 Notwithstanding anything herein to the NIH approvalcontrary, which will not be unreasonably withheld, Mist can utilize the services of its Affiliates to Commercialize the Product in the Territory and contingent upon acceptance by grant to such Affiliates such licenses and rights as necessary to Commercialize the sublicensee Product in the Territory and exercise such other rights herein without the consent of the remaining provisions of this AgreementNovaDel. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

Sublicensing. 4.1 Upon 2.2.1 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 Anebulo, 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 Anebulo or a Sublicensee wishes to grant a sub-license to any person that does not meet the above criteria then it shall not do so without Vernalis’ prior written approvalconsent (such consent not to be unreasonably withheld or delayed). Any person to which Anebulo grants a sublicence and to which any further tiers of sublicence are granted, which each pursuant to this Clause 2.2.1, shall include prior review be a “Sublicensee”. In the event that Anebulo grants one or more sublicences pursuant to Clause 2.2.1, Anebulo 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. If the acts or omissions of any sublicense agreement Sublicensee cause Anebulo to be in breach of this Agreement, Anebulo shall be responsible for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Anebulo may have against the Sublicensee for breach of the sublicense; provided, however, that if default by the NIH and which a Sublicensee of its material obligations gives rise to Vernalis’ right of termination under this Agreement, Vernalis shall not be unreasonably withheldentitled to terminate this Agreement if, within sixty (60) days after receipt of written notice thereof from Vernalis (or thirty (30) days in the Licensee 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 sublicences shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Anebulo shall provide a copy of any sublicence agreement executed by Anebulo or any Sublicensee to Vernalis within ten (10) Business Days of its execution, (which copy may enter into sublicensing agreements under be redacted to delete information not relevant to determining whether such sublicense is consistent with the Licensed Patent Rights. With provisions of this Agreement). 2.2.2 In the event of termination of this Agreement with respect to any proposed sublicense agreementVernalis Licensed Compound or Licensed Product, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent any sublicence granted by Anebulo pursuant to sublicense and a copy of the proposed sublicense from the Licensee, the NIH Clause 2.2.1 shall be deemed to have given its approval automatically terminate. In event of such termination, any Sublicensee that Anebulo notifies to Vernalis in writing is in good standing under its sublicense agreement and the Licensee shall with Company will have the right to enter into such sublicense agreement. The NIH hereby provides written approval for request a new direct license with Vernalis on substantially the Collaboration same terms and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of conditions as those in this Agreement and Vernalis agrees to consider such request and negotiate any license in good faith, provided that Vernalis shall be explicitly binding have no obligation to sublicensee as if it were a party grant any such license or assume or agree to any additional obligations beyond those set forth in this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into grant sublicenses or to assign any or all of the rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or bio-diagnostic company which is generally recognized in such sublicense agreement. The NIH hereby provides written approval for industries and which, at the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination time of the sublicense, or the conversion to is in good standing and has a license directly between the sublicensees market capitalization of over $100,000,000; and the NIH(c) an entity which has been approved in writing by CSMC; provided, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will that such approval shall not be unreasonably 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 contingent upon acceptance by the sublicensee CSMC shall advise Licensee of its decision and of the remaining reason for its decision within thirty (30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be referred to as a “Permitted Sublicensee”. In the event CSMC denies a requested sublicense. Licensee shall have the right to petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall 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 agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement. 4.4 The , 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 agrees to shall promptly forward to the NIH CSMC a complete copy of each any and all fully executed sublicense agreement postmarked within [***] 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. Licensee shall also keep CSMC reasonably informed with respect to the execution progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the agreementterm hereof. To the extent Licensee shall provide copies of all audit reports to CSMC on a timely basis. Licensee understands and agrees that none of its permitted by law, the NIH agrees to maintain each sublicense agreement sublicenses hereunder shall reduce in confidenceany manner any of its obligations set forth in this Agreement.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into giant sublicenses or to assign any or all of the rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or bio-diagnostic company which is generally recognized in such sublicense agreement. The NIH hereby provides written approval for industries and which, at the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination time of the sublicense, or the conversion to is in good standing and has a license directly between the sublicensees market capitalization of over $100,000,000; and the NIH(c) an entity which has been approved in writing by CSMC (on behalf Licensors); provided, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will that such approval shall not be unreasonably 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 contingent upon acceptance by the sublicensee CSMC shall advise Licensee of its decision and of the remaining reason for its decision within thirty (30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be referred to as a “Permitted Sublicensee”. In the event CSMC denies a requested sublicense, Licensee shall have the right to petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable for, and shall 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 agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement. 4.4 The , 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 agrees to shall promptly forward to the NIH CSMC (on behalf of Licensors) a complete copy of each any and all fully executed sublicense agreement postmarked within [***] 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. Licensee shall also keep CSMC (on behalf of Licensors) reasonably informed with respect to the execution progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the agreementterm hereof. To the extent Licensee shall provide copies of all audit reports to CSMC (on behalf of Licensors) on a timely basis. Licensee understands and agrees that none of its permitted by law, the NIH agrees to maintain each sublicense agreement sublicenses hereunder shall reduce in confidenceany manner any of its obligations set forth in this Agreement.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee GSK shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval grant sublicenses to (a) Affiliates and/or (b) Third Parties for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that use in any sublicenses granted by it shall provide that the obligations QS-21 Vaccines, to the NIH of Paragraphs 5.1-5.4license rights granted to GSK in Section 2.1 above, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which following terms and conditions: (a) GSK may grant sublicenses to Affiliates and/or Third Parties (i) for Exclusive Vaccines without Antigenics MA’s prior written consent provided that the Sublicensee will not be unreasonably withheld, practice the Licensed Patent Rights and contingent upon acceptance by Licensed Technology only to the sublicensee of extent granted to GSK under this Agreement and GSK and the Sublicensee will comply with the remaining provisions of this Agreement. 4.4 The Licensee agrees Section 2.2; and (ii) for all other QS-21 Vaccines as part of a license or sublicense to forward GSK’s proprietary adjuvant systems, with Antigenics MA’s consent (such consent not to be unreasonably withheld), provided that the NIH a complete copy of each fully executed sublicense agreement postmarked within Sublicensee will practice the Licensed [***] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 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 provided further that Antigenics MA receives Sublicense Revenues in accordance with the terms of the execution 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 agreementevent 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. To the extent permitted by lawFor purpose of clarification, the NIH agrees GSK shall have no obligation to maintain each seek prior consent or notify and/or provide Antigenics MA a copy of such a sublicense agreement in confidencethe 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 termination of this Agreement. In addition, for purposes of clarity, the title of Section 10.4 of the License Agreement is hereby amended to read: “Termination or Continuation for Bankruptcy of Antigenics MA; Effects of Termination of this Agreement”, 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 existing Sublicensee or further Sublicensee shall continue to be a direct Sublicensee(s) of GSK and not become a direct licensee of Antigenics MA.

Sublicensing. 4.1 Upon written approvalGritstone may grant sublicenses under Licensed Intellectual Property licensed under Section 2.1 (with the right to sublicense through multiple tiers only as set forth in this Section 2.2) (each, which shall include prior review of any sublicense agreement by the NIH and which a “Sublicense”); provided that: (a) Gritstone shall not have the right to grant a Sublicense (and no Affiliate of Gritstone or Sublicensee shall have the right to grant a sub-Sublicense) (i) to [***] or (ii) with respect to Products that [***], in each case (clauses (i) and (ii)) without Genevant’s prior written consent (which consent may be unreasonably withheldgranted or withheld in Genevant’s sole discretion); (b) except in the case of a Sublicense by Gritstone to an Affiliate, each Sublicense and sub-Sublicense shall be (x) in writing and on terms consistent with, and subject to, the Licensee may enter terms that expressly apply to Sublicensees under this Agreement and (y) granted (i) to a Permitted Contractor or (ii) contemporaneously and in conjunction with 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 [***]; (c) upon termination of this Agreement, any Sublicense shall convert into sublicensing agreements a direct license from Genevant under the Licensed Patent Rights. With respect terms of this Agreement; provided that the scope of the rights licensed under such direct license will be limited to any proposed the scope of the applicable Sublicense; and further provided that the applicable Sublicensee (i) is not then in breach of the applicable sublicense agreement, if (ii) agrees in writing to be bound to Genevant as a licensee under the NIH does not 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; (d) except in the case of a Sublicense by ▇▇▇▇▇▇▇▇▇ to an Affiliate, Gritstone shall provide the Licensee Genevant with a written objection thereof copy of the executed Sublicense within [***] after following its execution or in the date the NIH receives Notice case of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseesub-Sublicense, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] 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 execution 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 agreement. To the extent permitted compliance by lawsuch Sublicensee with any and all terms of this Agreement that expressly apply to such Sublicensees hereunder; provided that, the NIH agrees to maintain each sublicense agreement for clarity, any act or omission by a Sublicensee in confidenceconnection with this Agreement that, if committed by ▇▇▇▇▇▇▇▇▇ would be a breach of this Agreement, shall constitute a breach of this Agreement by Gritstone.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into grant sublicenses or to assign (subject to Section 13.11) any or all of the rights granted hereunder to (a) public companies listed on the NYSE, NYSE MKT, NYSE Arca or NASDAQ stock exchanges; (b) private companies having at least $25 million in annual sales; or (c) entities which have been approved in writing by CSMC (such sublicense agreementconsent not to be unreasonably withheld) (each, “Permitted Sublicensee”). The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it Any such Permitted Sublicensee shall provide that the obligations be subject in all respects to the NIH provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be responsible for monitoring and enforcing, performance of Paragraphs 5.1-5.4all of Licensee’s obligations hereunder by any such Permitted Sublicensee. Without limiting the generality of the foregoing, 8.1as an express condition of any such sublicense, 10.1any such Permitted Sublicensee shall be required to agree in writing to be bound by commercially reasonable reporting and record keeping, 10.2indemnification and inspection provisions, 12.5, 13.6-13.8 and the applicable provisions of this Agreement shall be explicitly binding Agreement, including, without limitation, those pertaining to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination use of the sublicenseCSMC’s name and marks, or the conversion to a license directly between the sublicensees indemnification of CSMC and the NIH, at the option use of the sublicensee, upon termination of this Agreement under Article 13CSMC’s Confidential Information. This conversion is subject to the NIH approvalPermitted Sublicensees may not further sublicense without CSMC’s prior written consent, which will 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 contingent upon acceptance by 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. Licensee shall also keep CSMC reasonably informed with respect to the sublicensee progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the remaining provisions 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 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. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review (a) Except as set out in item 5 of any sublicense agreement by the NIH and which shall not be unreasonably withheld, Details Schedule: (i) the Licensee may enter into sublicensing agreements only grant sublicences of the Licence granted to it under 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 Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide IPR by the Licensee with a written objection thereof within [***] after to: (i) any sublicensees and for the date purposes set out in the NIH receives Notice Commercialisation Business Plan; and (ii) purchasers of Licensee’s intent Product, but only to sublicense and a copy the extent required to enable those customers to receive the benefit of the proposed sublicense from Product. (c) The Licensee must ensure that all sublicences of the LicenseeLicensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the NIH shall sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be deemed personal to have given its approval of such sublicense agreement the sublicensee and will not be assignable, nor will the Licensee shall sublicensee have the right to enter into such sublicense agreement. The NIH hereby provides written approval for sublicense; (iii) the Collaboration and Option Agreement with Licensee may terminate the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by it shall provide that the obligations Licensee, give the Licensor the right to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to terminate this Agreement.; 4.3 Any sublicenses granted by (iv) such sublicence is capable of being terminated at the Licensee shall provide for Licensor's sole discretion at the same time as the termination of (or exercise by the sublicense, Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the conversion to a license directly between the sublicensees and the NIH, at the option Licensor has audit rights in respect of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject sublicensee equivalent to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by Licensor’s rights to audit the sublicensee of the remaining provisions Licensee under clause 6 of this Agreement. 4.4 (d) The Licensee agrees 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). In respect of sublicences to forward 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 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 agree to 'Materials' that the Licensor will provide to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of Licensee to assist with exercising the execution of Licensee's rights. For example, this may include prototypes, samples or documentation. If the agreement. To the extent permitted by lawLicensee requires additional services, the NIH agrees simplest approach is to maintain each sublicense agreement in confidenceuse a separate agreement.

Sublicensing. 4.1 Upon 2.3.1 Subject to Sections 2.3.3 and 2.3.4, Bayer, in its sole discretion, shall 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 tiers of Sublicensees) the rights granted to Bayer under Section 2.1 in the Co-Promotion Territory only upon the prior written approvalconsent of Loxo, which shall include 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 review written consent of any sublicense agreement by the NIH and which shall Loxo, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Bayer may sublicense the Licensee may enter into sublicensing agreements rights granted under Section 2.1 to service providers and manufacturers engaged by Bayer to perform activities within the Licensed Patent Rightsscope of such rights in accordance with the terms of the Agreement. With respect For purposes of this Agreement, each such permitted sublicensee, shall be referred to as a “Sublicensee”. 2.3.3 For clarity, any proposed sublicense agreementgranted by Bayer hereunder shall not relieve Bayer from any of its obligations under this Agreement. 2.3.4 Bayer shall ensure that each sublicense agreement shall require the Sublicensee to comply with all relevant obligations of this Agreement, if the NIH does not provide the Licensee with a written objection thereof within including confidentiality, indemnification and intellectual property ownership. [***] after Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the date Securities and Exchange Commission pursuant to Rule 406 of the NIH receives Notice Securities Act of Licensee’s intent 1933, as amended. Confidential treatment has been requested with respect to sublicense and this information. 2.3.5 Bayer shall provide to Loxo a copy of the proposed any sublicense from the Licensee, the NIH agreement permitted hereunder (other than to an Affiliate of Bayer) promptly following execution of such sublicense. 2.3.6 IIR Agreements and agreements of a similar nature shall not be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval sublicenses for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions purposes of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Curis shall have the right to enter into such 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 of sublicense agreement. The NIH hereby provides written approval for the Collaboration solely in accordance with this Section 8.2, as follows: 8.2.1 each Sublicense or ImmuNext sublicense (as applicable) shall refer to this Agreement and Option Agreement shall be subordinate to and consistent with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees terms and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions conditions of this Agreement., and shall not limit the ability of the granting Party to fully perform its obligations under this Agreement or the other Party’s rights under this Agreement; 4.4 The Licensee agrees 8.2.2 in each Sublicense, the Sublicensee shall agree to forward be subject to, and bound by, the terms and conditions of the applicable Upstream Agreements to the NIH a complete copy extent required under the terms of such Upstream Agreements; 8.2.3 Curis shall remain responsible for 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 fully executed sublicense agreement postmarked within [***] Affiliate and Sublicensee to enable Curis to comply with the terms and conditions of this Agreement; 8.2.4 ImmuNext shall remain responsible for the performance of its obligations under this Agreement and the conduct of 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 (as applicable) shall have the right to grant further Sublicenses or ImmuNext sublicenses (as applicable) of the execution same or lesser scope as its Sublicense or ImmuNext sublicense (as 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 and subject to all of the agreement. To terms and conditions of this Section 8.2 and Section 8.3 (i.e., such initial Sublicensee or ImmuNext sublicensee shall be subject to this Section 8.2.5 in the same manner and to the same extent permitted by law, as the NIH agrees to maintain each sublicense agreement in confidencegranting Party).

Sublicensing. 4.1 Upon ECR shall have the right to grant sublicenses under the grant in Section 2.1 to Affiliates and/or Third Parties pursuant to a separate written approvalagreement, subject to the following 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 shall include prior review of any sublicense agreement by the NIH and which consent shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rightsdelayed or conditioned. With respect to any proposed sublicense agreement, if the NIH If NovaDel does not provide the Licensee with respond to ECR’s request to consent to a sublicense within ten (10) Business Days after receiving a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent request, consent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH such request shall be deemed to have given been given. 2.2.2 Except to the extent the Parties otherwise agree pursuant to the terms of a particular sublicense granted under this Section 2.2, except for financial terms, any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, and provide that the sublicensee will indemnify NovaDel and its approval 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 granted by ECR pursuant to this Section 2.2 with respect to a sublicensee, provided that (i) such sublicensee is not in breach of any material provision of this Agreement or the applicable sublicense agreement, (ii) such sublicensee shall perform all obligations of ECR under this Agreement, (iii) NovaDel shall have all rights with respect to any and 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 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 and the Licensee shall have the right to enter into by such sublicense agreementsublicensee. The NIH hereby provides written approval failure of ECR to include in a sublicense the provisions referenced in clause (iv) shall render the affected sublicense void. 2.2.5 ECR shall remain responsible for the Collaboration complying with all terms and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 conditions of this Agreement regardless of whether a sublicensee performs any part of this Agreement, including royalty payments for Net Sales by ECR’s permitted sublicensees. In addition, ECR shall be explicitly binding ensure that each of its sublicensees accepts, and shall use Commercially Reasonable Efforts to sublicensee ensure that each of its sublicensees complies with, all of the terms and conditions of this Agreement as if it such sublicensees were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written (a) 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, which shall include prior review but may withhold approval (or revoke approval) on reasonable grounds, including based on the risk, financial status or reputation of any sublicense agreement by the NIH sublicensee. (b) Except where sublicence rights are expressly limited in item 5 of the Details Schedule and which shall not be unreasonably withheldsubject to the further requirements under this clause 3.3, the Licensee may enter into sublicensing agreements under sublicence the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy IPR without further approval of the proposed sublicense from Licensor:‌ (i) as agreed in the LicenseeCommercialisation Business Plan; or (ii) to users of Products, but only to the extent required to enable use of the Product. (c) The Licensee must ensure that all sublicences of the Licensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor in writing, the NIH shall sublicence agreement must include provisions to the effect that:‌ (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be deemed personal to have given its approval of such sublicense agreement the sublicensee and will not be assignable, nor will the Licensee shall sublicensee have the right to enter into 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 to be done by the Licensee, give the Licensor the right to terminate this Agreement; (iv) such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations sublicence is capable of being terminated, or novated to the NIH of Paragraphs 5.1-5.4Licensor, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee at the Licensor's sole discretion at the same time as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of (or exercise by the sublicense, Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the conversion to a license directly between the sublicensees and the NIH, at the option Licensor has audit rights in respect of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject sublicensee equivalent to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by Licensor’s rights to audit the sublicensee of the remaining provisions Licensee under clause 6 of this Agreement. 4.4 The Licensee agrees to forward (d) In addition to the NIH 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 complete copy of each fully executed sublicense agreement postmarked within [***] the sublicence terms (excluding for this purpose financial payment terms and any personal information). 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 the execution of 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 agreementparties to agree to 'Materials' and support that the Licensor will provide to the Licensee to assist with exercising the Licensee's rights. To For example, this may include prototypes, samples or documentation. If the extent permitted by lawLicensee requires substantial additional services, the NIH agrees simplest approach is to maintain each sublicense agreement in confidenceuse a separate agreement.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the 6.1 The Licensee shall have the right to enter into grant sublicenses with respect to the Technology without 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 agreement. The NIH hereby provides written approval for violates any terms of this Agreement, then the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it University shall provide that the obligations a written notice to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 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 explicitly binding able to sublicensee as if it were a party refer such matter to this Agreementarbitration for resolution pursuant to Section 19.2. 4.3 6.2 Any sublicenses sublicense granted by the Licensee shall provide 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. 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 other arrangements with a third party for the termination development, testing, and/or test marketing of Products shall not be considered sublicense arrangements subject to any royalty payments that are required to be made pursuant to Section 5.1 herein; provided that if any such arrangements result in Net Sales of Products, then the sublicense, or Licensee shall be required to make the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicenseeroyalty payments required by Section 5.1 herein. 6.5 All sublicenses under this Agreement shall provide that, upon termination of this Agreement under Article 13Section 15, the sublicense shall also terminate. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee Upon termination of the remaining provisions of this Agreementlicense for any reason, any Sublicensee not then in default shall have the right to seek a license from the University. The University shall respond to such requests in good faith. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

Sublicensing. 4.1 Upon written approval2.2.1 Vivelix will have the right to grant sublicenses under the Licensed Patents through multiple tiers of sublicenses; provided that: (a) Vivelix will not have the right to grant any sublicenses under the Licensed Technology with respect to IMO-9200 in the United States until the date of Completion of the first Phase I Trial for IMO-9200 [**], which 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 prior review additional intellectual property rights controlled by Vivelix that are not licensed to it by Idera under this Agreement. For clarity, such additional intellectual property rights include data, results, or other know-how and need not be patent rights. 2.2.2 Vivelix will remain responsible for the performance of 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 acknowledges that in the event (a) of an act or omission by a Sublicensee that has given rise to a right of Idera to terminate this Agreement in accordance with Section 7.3 and (b) Idera has provided notice of termination of this Agreement with respect to the field and country that are the subject of the applicable sublicense agreement by the NIH and which in accordance with Section 7.3, such termination shall not be unreasonably withheldeffective 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. Vivelix will provide Idera with notice of each sublicense promptly, the Licensee may enter into sublicensing agreements under the Licensed Patent Rightsbut in any case within ten (10) business days, after execution of such sublicense agreement. With respect In addition, Vivelix will provide to Idera with such notice a copy of any proposed such sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense provided that Vivelix may redact confidential technical and a financial terms from such copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement agreement. 2.2.3 Each sublicense granted by Vivelix pursuant to Section 2.2.1 will be subject and subordinate to the Licensee terms and conditions of this Agreement and will contain terms and conditions consistent with those in this Agreement. 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 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) shall not have under any such direct license any obligations that are greater than or inconsistent with the obligations of Idera under this Agreement or any fewer rights than it has under this Agreement, 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 enter into 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 sublicense agreement. The NIH hereby provides written approval for further Sublicenses shall be in accordance with and subject to all of the Collaboration terms and Option Agreement with conditions of this Section 2.2 (i.e., such Sublicensee shall be subject to this Section 2.2 in the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations same manner and to the NIH of Paragraphs 5.1-5.4same extent as Vivelix). For clarity, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 any person or entity to whom a Sublicensee grants a sublicense as permitted by the terms of this Agreement shall be explicitly binding deemed to sublicensee as if it were be a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide Sublicensee for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions purposes of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalapproval from Licensor, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under with Sublicensees, provided that Licensee has current exclusive rights thereto in the Licensed Patent Rights. With respect Territory being sublicensed pursuant to any proposed Section 2.1 and subject to the following: a) Any sublicense agreement, if the NIH does not provide the granted by Licensee with to a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy Sublicensee shall incorporate all of the proposed sublicense from the Licenseeterms and conditions of this Agreement, the NIH which shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee upon each Sublicensee as if it such Sublicensee were a party to this Agreement. 4.3 Any sublicenses granted by the . Licensee shall provide 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 termination sublicense of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicenseePatent Rights will, upon termination written notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of this Agreement under Article 13. This conversion is subject to the NIH approvalLicensee; c) Licensee shall within thirty (30) days of: (a) execution, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH provide Licensor with a complete copy of each fully executed sublicense agreement postmarked within [***] granted by Licensee hereunder, and any 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 reason, Licensor shall have the sole option to (a) terminate any or all sublicense(s) and all rights granted thereunder, or (b) require Licensee to immediately 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, prior to execution of each sublicense, make the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceintended Sublicensee(s) aware of this contingency.

Sublicensing. 4.1 Upon (i) Other than with respect to subcontractor agreements entered into in accordance with Section 4.10(e), Serenity shall not sublicense the rights granted under Sections 2.4(a) or 2.4(b) without the prior written approvalconsent of Allergan. For clarification, which shall include prior review an agreement with a contractor, contract research organization, contract manufacturer or other Third Party performing contracted services related to Development of any sublicense agreement by the NIH and which a Product shall not be unreasonably withhelda Sublicensee thereof, provided such agreement is a fee-for-service arrangement and does not grant the Licensee may Third Party the right to sell or promote such Product, and Serenity shall not enter into sublicensing agreements under the Licensed Patent Rights. With respect any such agreement except in accordance with Section 4.7 and 4.10(b), respectively. (ii) Subject to any proposed sublicense agreementSection 2.5, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Serenity shall have the right to enter grant sublicenses, through multiple tiers of sublicenses, under the license in Sections 2.4(c) to Third Parties, ***. 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 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 such sublicense agreement prior to entering into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [For clarity, any sublicense agreement between ***] 4.2 The Licensee agrees Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. Serenity and the 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 any sublicenses granted are no less stringent than those determined by it shall 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 that Information to Serenity for disclosure to Allergan, to provide to Allergan the obligations right of first negotiation and refusal set forth in Section 2.5, and to indemnify Allergan, each such term to be consistent with the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to terms and conditions contained in this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination . If Allergan consents in writing to Serenity’s grant of the such sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] , such PNE Development Entity ***. For the avoidance of doubt, *** as set forth in this Agreement. For clarity, in the execution event of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceany ***.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter grant sublicenses or to assign any or all of the rights granted hereunder only to an entity which has been approved in writing by CSMC (each, " Permitted Sublicensee"), which approval shall not be unreasonably withheld or delayed. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall 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 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 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 no event more than thirty (30) days following execution or receipt thereof, as applicable. Licensee shall also keep CSMC reasonably informed with respect to the progress of any relations entered into such sublicense agreementwith any Pe1mitted Sublicensees. 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 NIH hereby provides written approval 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 assignment shall run for the Collaboration 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. Licensee understands and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that none of its permitted sublicenses hereunder shall reduce in any sublicenses granted by it shall provide that the manner any of its obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to set forth in this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13(a) Royalty-Free Sublicenses. This conversion is subject to the NIH approval, which will not be unreasonably withheldIf, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementonly if, Licensee pays all royalties due CSMC from a Permitted Sublicensee's Net Sales, Licensee may grant that Permitted Sublicensee a royalty-free or non-cash sublicense or cross-license. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Each Party shall have the right to enter into sublicense the rights granted to such Party hereunder, subject to the terms and conditions of this Section 4.3 (Sublicensing). Novartis shall have the right to sublicense the rights granted it hereunder (i) as mutually agreed by the Parties, (ii) to contractors (e.g., contract research organizations, distributors, wholesalers, contract sales forces) in the Territory provided that Novartis remains primarily responsible for the activities of any such contractors, (iii) in connection with country-specific (i.e., not international or multi-national) co-marketing arrangements and (iv) to country-specific (i.e., not international or multi-national) distributors; provided that any sublicense under the foregoing clause (iii) or (iv) shall be subject to Amgen’s consent, not to be unreasonably withheld, solely in the event that the marketing authorization for the applicable Licensed Product in the applicable country will be transferred to such sublicensee. Amgen shall have the right to sublicense the rights granted it hereunder (i) as mutually agreed by the Parties and (ii) to those parties to which Amgen (or its Affiliate or licensee) is also granting licenses to Amgen patents or know-how relating to the applicable Licensed Product(s) or the use thereof (other than a global sublicense of all rights to Develop the applicable Licensed Product(s)). The Party granting the sublicense hereunder will remain responsible for the full Amgen Ref. No. 2015641252 Page 25 and complete performance of all of such Party’s obligations and duties under this Agreement and compliance of any such Third Party and sublicense with the terms of this Agreement. Each Party shall promptly notify the other Party of the grant of each sublicense (other than a sublicense with a contractor). Novartis shall provide Amgen a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement (including financial terms). Any such sublicense agreementagreement shall obligate the sublicensee to comply with all relevant restrictions, limitations and obligations in this Agreement including those relating to confidentiality of the other Party’s Confidential Information. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted Any use by it shall provide that the a Party of a Third Party (including contractors) to perform obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of under this Agreement shall be explicitly binding pursuant to sublicensee a written agreement that is materially as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination protective of the sublicense, or other Party and its intellectual property and proprietary rights as the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions terms of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approvalapproval from Licensor, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under with Sublicensees, provided that Licensee has current exclusive rights thereto in the Licensed Patent Rights. With respect Territory being sublicensed pursuant to any proposed Section 2.1 and subject to the following: a) Any sublicense agreement, if the NIH does not provide the granted by Licensee with to a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy Sublicensee shall incorporate all of the proposed sublicense from the Licenseeterms and conditions of this Agreement, the NIH which shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee upon each Sublicensee as if it such Sublicensee were a party to this Agreement. 4.3 Any sublicenses granted by the . Licensee shall provide 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 termination sublicense of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicenseePatent Rights will, upon termination written notice from Licensor to any such Sublicensee, become payable directly to Licensor by Sublicensee for the account of this Agreement under Article 13. This conversion is subject to the NIH approvalLicensee; c) Licensee shall within thirty (30) days of: (a) execution, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH provide Licensor with a complete copy of each fully executed sublicense agreement postmarked within [***] granted by Licensee hereunder, and any 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 reason, Licensor shall have the sole option to (a) terminate any or all sublicense(s) and all rights granted thereunder, or (b) require Licensee to immediately 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, prior to execution of each sublicense, make the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceintended Sublicensee(s) aware of this contingency.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee LICENSEE shall have the right to enter into 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 agreement. The NIH hereby provides the same, Any sublicense granted by LICENSEE or its sublicensee shall be subject to the terms and conditions of 'this 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 signed photocopy of LICENSEE'S written approval for the Collaboration and Option Agreement agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted sublicensee, and LICENSEE promptly shall upon request by it shall provide that UNIVERSITY furnish UNIVERSITY with copies of all accounting and notices between LICENSEE and such sublicensee during the obligations to entire life of the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreementsublicense. 4.3 Any In the event the rights and licenses granted herein are terminated in accordance with this Agreement, LICENSEE immediately shall assign to UNIVERSITY any and all sublicenses and sublicensees immediately shall begin paying all monies or other consideration due LICENSEE under the sublicense to UNIVERSITY upon notice to such sublicensees from UNIVERSITY and LICENSEE shall include a provision to this effect in any sublicense granted by LICENSEE. 4.4 If LICENSEE grants a sublicense to 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 be on terms such that UNIVERSITY receives the Licensee shall provide for the termination of the sublicenseROYALTY, as provided in Article 5 below, or the conversion to a license directly between the sublicensees and the NIHSUBLICENSE ROYALTY, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion whichever is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementgreater. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. 2.4.1 With respect to any proposed sublicense agreementthe licenses and sublicenses granted to Hana under Section 2.1, if subject to the NIH does not provide terms and conditions set out in the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement BCCA Agreements and the Licensee MD ▇▇▇▇▇▇▇▇ License and Hana’s assumption of any and all license fees, annual fees, milestone payments and royalty obligations set forth in this Agreement, Hana shall have the right to enter into grant sublicenses to its Affiliates and to Third Parties. 2.4.2 All sublicensees granted under this Section 2.4 shall be subject to the following: (a) Hana will cause each Affiliate so sublicensed to perform the terms of this Agreement as if such sublicense agreement. The NIH hereby provides written approval for 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 Collaboration and Option 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 with to the following stipulations: [***]extent the performance or lack of performance is a breach of this Agreement; 4.2 The Licensee agrees that any sublicenses granted by it shall provide that (d) the obligations to the NIH and liabilities of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of each Affiliate and Hana under this Agreement shall be explicitly binding joint and several and INEX shall not be obliged to sublicensee seek recourse against an Affiliate before enforcing its rights against Hana. For greater certainty it is hereby confirmed that any default or breach by an Affiliate of any term of this Agreement will also constitute a default by Hana under this Agreement, and INEX shall be entitled to 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 breach 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 it the further sublicense were a party sublicense hereunder, 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; (k) all sublicenses shall include an obligation for each Sublicensee to account 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. 4.3 Any 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 INEX of their obligations hereunder, and shall incorporate terms and conditions for Hana’s benefit comparable to those set forth in Section 2.4.2 applicable to sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this AgreementHana. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon Wyeth may grant to one or more Third Parties sublicenses of the rights granted to it under Section 2.1 hereof at any time; provided that Wyeth shall execute a written approvalagreement with each such sublicensee and shall comply with the following: Each such sublicense (a) shall be subject and subordinate to, which and consistent with, the terms and conditions of this Agreement, (b) shall include prior review 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 each such sublicense agreement by within thirty (30) days after the NIH execution thereof. Such copy may be redacted to exclude confidential, non-Licensed Product-related information and which 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 not be unreasonably withheld, exercise its right to conduct an audit of a sublicensee’s books and records pertaining to the Licensee may enter into sublicensing agreements sale of a Licensed Product under any such sublicense agreement at the Licensed Patent Rights. With respect to any proposed next time that conducting such an audit is permissible under such sublicense agreement, if the NIH does not . Wyeth shall provide the Licensee Trubion with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from report of the Licenseefindings made in any such audit. If such audit reveals that such sublicensee has understated its Net Sales by ten percent (10%) or more, the NIH Wyeth shall be deemed to have given responsible for the costs of the audit. Wyeth shall remain responsible for its approval obligations hereunder and for the performance of its 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 any uncured material breach by any sublicensee under a sublicense agreement that would constitute a breach of Wyeth’s obligations under this Agreement, Wyeth will promptly inform Trubion in writing and the Licensee shall have the right to enter into take such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees action which in Wyeth’s reasonable business judgment will address such default; provided, however, any such uncured material breach by such sublicensee of an obligation that any sublicenses granted by it shall provide that the would constitute a breach of Wyeth’s obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of under this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreementdeemed an uncured material breach of Wyeth hereunder unless Wyeth cures such material breach within the time provided under Section 9.5 hereof. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee GSK shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval grant sublicenses to (a) Affiliates and/or (b) Third Parties for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that use in any sublicenses granted by it shall provide that the obligations QS-21 Vaccines, to the NIH of Paragraphs 5.1-5.4license rights granted to GSK in Section 2.1 above, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which following terms and conditions: (a) GSK may grant sublicenses to Affiliates and/or Third Parties (i) for Exclusive Vaccines without Antigenics MA’s prior written consent provided that the Sublicensee will not be unreasonably withheld, practice the Licensed Patent Rights and contingent upon acceptance by Licensed Technology only to the sublicensee of extent granted to GSK under this Agreement and GSK and the Sublicensee will comply with the remaining provisions of this Agreement. 4.4 The Licensee agrees Section 2.2; and (ii) for all other QS-21 Vaccines as part of a license or sublicense to forward GSK’s proprietary adjuvant systems, with Antigenics MA’s consent (such consent not to be unreasonably withheld), provided that the NIH a complete copy of each fully executed sublicense agreement postmarked within Sublicensee will practice the Licensed [***] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 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 provided further that Antigenics MA receives Sublicense Revenues in accordance with the terms of the execution 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 agreementevent 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. To the extent permitted by lawFor purpose of clarification, the NIH agrees GSK shall have no obligation to maintain each seek prior consent or notify and/or provide Antigenics MA a copy of such a sublicense agreement in confidencethe 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 termination of this Agreement.

Sublicensing. 4.1 Upon Sorrento shall have the right to grant Sublicenses to any party with respect to the rights conferred upon Sorrento under the License, provided, however, that any such Sublicense shall be subject in all respects to the provisions contained in this Agreement. Sublicensees shall not further sublicense to other than an Affiliate of Sorrento without BGN’s prior written approvalconsent, which shall include prior review of any sublicense agreement by the NIH and which approval shall not be unreasonably withheld, conditioned or delayed. 4.2 All Sublicenses shall in all cases be for consideration, on arms’ length terms and pursuant to written agreements consistent with the Licensee may enter into sublicensing agreements under terms and conditions of this Agreement, and Sorrento shall be entitled to determine the Licensed Patent Rights. With respect to commercial terms and conditions of any proposed sublicense such Sublicense Agreement (each such agreement, if the NIH does not a “Sublicense Agreement”). 4.3 Sorrento shall provide the Licensee BGN with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of each Sublicense Agreement promptly following its execution. 4.4 Each Sublicense Agreement shall contain, inter alia, provisions necessary to ensure Sorrento’s ability to perform its obligations under this Agreement, including with respect to reporting requirements and audit rights. Furthermore, Each Sublicense Agreement shall contain undertakings by the proposed sublicense Sublicensee to observe and perform provisions substantially similar to those contained in this Agreement with regard to, inter alia, confidentiality, non-assignability, liability, insurance, BGN’s proprietary rights, development and termination. 4.5 Without derogating from the Licenseeabove, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee each Sublicense Agreement should include specific provisions, whereby BGN shall have a right, at reasonable times and upon reasonable notice, to examine those records of the right Sublicensee as may be necessary to enter into such sublicense agreement. The NIH hereby provides written approval for determine the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that correctness or completeness of any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to payment made under this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for 4.6 Upon the termination of the sublicensethis Agreement, or the conversion to a license directly between the sublicensees howsoever arising, any existing Sublicense Agreement may by mutual consent of BGN and the NIH, at Sublicensee remain in effect; such Sublicense Agreement shall be assigned to BGN as direct licensor. 4.7 Without derogating from the option of the sublicensee, upon termination provisions of this Agreement under Article 13. This conversion Section 4 above, it is subject to agreed that Sorrento will be responsible vis-à-vis BGN for its obligations hereunder and for the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee performance of the remaining its Sublicensees consistent with all relevant provisions of this Agreement, and Sorrento shall use commercially reasonable efforts to ensure that its Sublicensees comply with the Sublicense Agreement as it relates to Sorrento’s obligations under all relevant provisions of this Agreement. Accordingly, any act or omission by any Sublicensee, which are not remedied within 60 (sixty) days from the date of receipt of written notice by BGN to Sorrento of such act/omission (including, if necessary the termination of such Sublicense Agreement) and which would have constituted a breach of this Agreement by Sorrento had it been the act/omission of Sorrento, shall constitute a breach of this Agreement by Sorrento unless Sorrento has terminated the relevant Sublicense Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the 6.1 Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to sublicense any proposed sublicense agreement, if the NIH does not provide the and all rights licensed hereunder provided that Licensee notifies University in writing and provides University with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such each sublicense agreement and the each amendment thereto within *** days after their execution. Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval grant sublicensing rights to Sublicensees. 6.2 Licensee shall not grant sublicenses to the rights granted hereunder for the Collaboration and Option Agreement with the following stipulations: [*** or solely ***]. 4.2 The 6.3 Licensee agrees shall require that any sublicenses granted by it shall provide that the obligations agreement granting a third party rights to the NIH of Paragraphs 5.1-5.4Patent Rights: (i) be consistent with the terms, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 conditions and limitations of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement.; 4.3 Any sublicenses granted by (ii) contain the Licensee shall provide for the termination Sublicensee’s acknowledgment of the sublicensedisclaimer of warranty and limitation on University’s liability, or as provided by Article 10 below; (iii) shall require Sublicensee to indemnify University for any actions of Sublicensee(s); (iv) provide Licensee the conversion right to a license directly between assign its rights under the sublicensees and sublicense to University in the NIH, at the option of the sublicensee, upon termination of event that this Agreement under Article 13. This conversion is subject to the NIH approvalterminates; and (v) comply with Sections 2.4, which will not be unreasonably withheld2.5, 13.10, 13.11 and contingent upon acceptance by the sublicensee of the remaining provisions 13.12 of this Agreement. 4.4 The 6.4 Licensee agrees to forward shall require compliance of the applicable terms of this Agreement by each of its Sublicensees under each sublicense agreement. 6.5 If Licensee has exercised the Option, then after the *** of the Effective Date, a party shall provide written notice to the NIH other party of any request made by a third party for a sublicense to develop a Proposed Product in a specific indication not being developed by Licensee and in the territory of ***, within *** of receiving such third party request. For purposes of this Agreement, *** will be considered as a single indication. 6.5.1 In the event that 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 Sublicensee of either of the foregoing has initiated commercially reasonable efforts 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 (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 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 be defined *** categorized as “***” 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 Section 6.5.1 (iii), Licensee shall make a good faith effort to complete negotiations with the prospective Sublicensee within *** from the date on which it began negotiations (the “Negotiation Period”). For the purposes of this Section 6.5.2, Licensee shall have made a good faith effort to complete negotiations if it has offered a sublicense to the prospective Sublicensee the terms of which include: (i) reasonable financial terms taking into account the field in which the sublicense is being offered and Licensee ’s obligations to University pursuant to this Agreement, (ii) minimum performance requirements which would not be unreasonably burdensome upon the prospective Sublicensee, and (iii) non-financial terms which are consistent with Licensee’s obligations to University under this Agreement. 6.5.3 Within *** of the end of the *** Negotiation Period, Licensee shall: (i) provide University a copy of each the fully executed sublicense agreement postmarked within [***] with such third party, or (ii) meet with University representatives and provide documentation of reasons that (a) Licensee and/or such third party chose not to proceed with good faith negotiation or (b) negotiations between Licensee and such third party failed. 6.5.4 In the execution event 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 (iii), Licensee fails to make a good faith effort as required by Section 6.5.2 and such third party still desires to develop, 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 immediately grant back to University limited rights in its rights in the agreement. To Patent Rights under this Agreement for the extent permitted by law, sole purpose of University licensing such rights to the NIH agrees to maintain each sublicense agreement in confidencethird party.

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

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

Sublicensing. 4.1 Upon written approval, which 8.1 The LICENSEE has the exclusive right to grant sublicenses to its rights granted under Article 3 to Affiliates and Sublicensees. 8.2 The LICENSEE shall include prior review notify MICHIGAN in writing of any every sublicense agreement by and each material amendment thereto, and indicate the NIH and which shall not be unreasonably withheldname of the Sublicensee or Affiliate, the Licensee may enter into territory of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all sublicensing agreements under fees and royalties to be paid thereunder. Such notice shall be provided to MICHIGAN at the Licensed Patent Rightssame time as the Royalty reports. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after Certain information in this document has been omitted and filed separately with the date Securities and Exchange Commission. Confidential treatment has been requested with respect to the NIH receives Notice of Licensee’s intent omitted portions. 8.3 The LICENSEE shall ensure that its agreements with Affiliates and Sublicensees impose no obligations upon MICHIGAN, do not authorize conduct from which the LICENSEE is prohibited in engaging by this Agreement, contain an agreement or covenant not to sublicense and a copy ▇▇▇ MICHIGAN for claims relating to the Technology, Licensed Patents, and/or the terms of the proposed sublicense from Sublicense agreement and not to assist others in suing MICHIGAN, and impose contractual conditions sufficient to permit the LicenseeLICENSEE to be accountable to MICHIGAN as required by this Agreement (for example, the NIH duty to maintain records sufficient to permit accurate royalty calculations, the duty to restrict the use of MICHIGAN’s name, and the duty to properly ▇▇▇▇ Products with patent notices), and contain an acknowledgment of MICHIGAN’s rights in the Licensed Patents. If practicable, the LICENSEE shall be deemed seek to have given its approval of such include provisions in the sublicense agreement whereby the limitations of liability, disclaimers of warranty, insurance, indemnification, hold harmless, duty to defend, and other risk management terms inure to the Licensee benefit of MICHIGAN. 8.4 LICENSEE shall have cause every sublicense to provide LICENSEE the right to enter into assign its rights under the sublicense to MICHIGAN. Any such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations assignment is subject to the NIH limitations of Paragraphs 5.1-5.4Article 15 herein and, 8.1to be effective, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this AgreementMICHIGAN must first accept such assignment in writing. 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 8.5 Upon termination of this Agreement under Article 13. This conversion is subject or the license set forth in Paragraph 3.1, any sublicense agreement between LICENSEE and a Sublicensee may continue in force in accordance with its terms (but without any renewals, extensions or the like unless specifically agreed to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance in writing by the sublicensee MICHIGAN) if all of the remaining provisions following conditions are met: (1) each sublicense agreement with Sublicensees is consistent with the terms of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain ; (2) each sublicense agreement incorporate with full force and effect therein the document attached hereto as Exhibit A; (3) said Sublicensee is not then in confidencedefault of its material obligations under its sublicense agreement; and (4) the termination of this Agreement occurs at least one year after the Effective Date. The specific language of Exhibit A may be amended only by mutual written agreement of the Parties. Any sublicense agreement that does not meet each of these conditions shall terminate concurrently with the termination of this Agreement or the license provided under Paragraph 3.1 herein. 8.6 Upon termination of this Agreement, sublicense agreements between LICENSEE and its Affiliates may be assigned to MICHIGAN by agreement in writing of the Affiliate and MICHIGAN. If MICHIGAN and the Affiliate(s) do not reach such an agreement, the sublicense agreement shalt be deemed terminated as of the same date the license from MICHIGAN to LICENSEE terminates.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee JV-Company shall have the right to enter 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 non-exclusive, non-sublicensable sublicenses that are transferable only from JV-Company to LanzaTech HK under certain conditions; (b) JV-Company will notify LanzaTech HK prior to entry into such negotiations of a potential Sublicense with a potential Sublicensee where at the 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 obtain the prior consent of LanzaTech HK when granting a sublicense agreementto a third party, provided that JV-Company fully fulfills its obligation under this Section 3.3; (c) JV-Company shall provide LanzaTech HK with a copy of each executed Sublicense agreement (“Sublicense Agreement”) and ensure the terms and conditions of each Sublicense Agreement complies with the principles of sublicensing established this Agreement. The NIH hereby provides written approval for Sublicense Agreements shall include the Collaboration provisions of the Sections set out in Exhibit D to the largest extent; (d) JV Company shall supervise and Option Agreement cause the Sublicensees to comply with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination requirements of the sublicense, or 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 result of JV-Company sublicensing its rights under the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 (f) JV-Company shall not grant to its Sublicensees any LanzaTech HK rights not conveyed to JV-Company and permitted for Sublicenses by this Agreement. The Licensee agrees royalty paid to forward to the NIH a complete copy LanzaTech HK under Sublicenses for all monies or other consideration of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted whatever kind received by law, the NIH agrees to maintain each sublicense agreement JV-Company shall be as set out in confidenceSection 5.

Sublicensing. 4.1 Upon written approval2.2.1 Subject to the terms and conditions of the ALZA Third Party Licenses, which Incline may sublicense the rights granted to it under Section 2.1 to one or more of its Affiliates or Third Parties at any time. Each such sublicense (a) shall include prior review be 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 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 each such sublicense agreement 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 the 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 the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements such sublicensee of an obligation that would constitute a material breach of Incline's obligations under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH this Agreement shall be deemed an uncured material breach of Incline hereunder unless Incline cures such material breach within the time and pursuant to have given its approval the terms provided under Section 10.2 hereof. 2.2.3 Upon an early termination of such Incline's license rights under this Agreement, ALZA shall offer any Third Party sublicensee under a sublicense agreement and granted by Incline pursuant to Section 2.2.1 that was in effect on the Licensee shall have 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 sublicense agreement. The NIH hereby provides written approval for rights and licenses were granted to such sublicensee, provided that such sublicensee (a) is not then in breach of its sublicense, (b) agrees to comply with all the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms of this Agreement shall be explicitly binding to sublicensee as if the extent applicable to the rights sublicensed to it were a party to by Incline, and (c) such agreement does not include obligations upon ALZA that exceed the obligations of ALZA under this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon (a) Dicerna may grant written approvalsublicenses (each, which a “Sublicense Agreement”) to the Licensed Intellectual Property (subject to Section 2.4(b)) solely to Develop, Manufacture and Commercialize Products are solely directed to the treatment of PH1 for use in the Field, including to CMOs; provided, however, that any sublicense granted by Dicerna shall include prior review be 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. 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 Sublicense Agreement by a Sublicensee, Dicerna shall promptly notify Protiva of the NIH particulars of same and which 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 be unreasonably withheld, contributed to the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect breach or other circumstance that led to any proposed sublicense agreementtermination, if such Sublicense Agreement will remain in full force and effect and Dicerna will be required, until the NIH does not provide expiration or termination of each Sublicense Agreement, to: (i) remit to Protiva all royalties or other payments Dicerna receives from any Sublicensee regarding the Licensee with a written objection thereof 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 the date the NIH receives Notice execution of Licensee’s intent to sublicense a Sublicense Agreement and provide a copy of the proposed sublicense from fully executed Sublicense Agreement to Protiva within the Licenseesame time, the NIH which shall be deemed to have given its approval treated as Confidential Information of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement Dicerna under Article 13VI. This conversion is subject Dicerna may redact any financial or other competitively sensitive information from any Sublicense Agreement prior to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementdisclosure to Protiva. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon (a) Dicerna may grant written approvalsublicenses (each, which a “Sublicense Agreement”) to the Licensed Intellectual Property (subject to Section 2.4(b)) solely to Develop, Manufacture and Commercialize Products are solely directed to the treatment of PH1 for use in the Field, including to CMOs; provided, however, that any sublicense granted by Dicerna shall include prior review be 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. 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 Sublicense Agreement by a Sublicensee, Dicerna shall promptly notify Protiva of the NIH particulars of same and which 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 be unreasonably withheld, contributed to the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect breach or other circumstance that led to any proposed sublicense agreementtermination, if such Sublicense Agreement will remain in full force and effect and Dicerna will be required, until the NIH does not provide expiration or termination of each Sublicense Agreement, to: (i) remit to Protiva all royalties or other payments Dicerna receives from any Sublicensee regarding the Licensee with a written objection thereof 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 the date the NIH receives Notice execution of Licensee’s intent to sublicense a Sublicense Agreement and provide a copy of the proposed sublicense from fully executed Sublicense Agreement to Protiva within the Licenseesame time, the NIH which shall be deemed to have given its approval treated as Confidential Information of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement Dicerna under Article 13VI. This conversion is subject Dicerna may redact any financial or other competitively sensitive information from any Sublicense Agreement prior to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementdisclosure to Protiva. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into grant 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 sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it Permitted Sublicensee shall provide that the obligations be subject in all respects to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of applicable provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted 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 Licensee shall provide for the termination generality of the foregoing, as an express condition of any such sublicense, or the conversion any such Permitted Sublicensee shall be required to a license directly between the sublicensees agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining applicable provisions of this Agreement. 4.4 The , 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 without CSMC’s prior written consent, subject to the foregoing requirements. Licensee agrees to shall promptly forward to the NIH CSMC a complete copy of each any and all fully executed sublicense agreement postmarked within [***] 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 execution 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 agreementTerritory of its Permitted Sublicensees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. To The covenants pertaining to the extent permitted by lawuse of CSMC’s name and marks, the NIH 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 such covenants set forth in this Agreement. Licensee understands and agrees to maintain each sublicense agreement that none of its permitted sublicenses hereunder shall reduce in confidenceany manner any of its obligations set forth in this Agreement.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee (a) Genentech shall have the right to enter into grant sublicenses of the license granted to Genentech under Section 6.1 for any purposes. (b) Inspire shall have the right to grant sublicenses of the license granted to it under 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 (an "Auditor") to conduct an audit or other examination of the books and records of any such Sublicensee in order to determine the correctness of any royalty payments made pursuant to such sublicense, 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 disclose to the other Party any information, including but not limited to the royalty percentage payable under such sublicense agreementand any other financial terms of such sublicense, except that such Auditor may disclose to the other Party the fact of a deficiency in royalty payments, and the degree thereof, including the dollar amount. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee Except as provided under this Section 6.3(c), each Party agrees that any sublicenses granted by it shall provide that nothing in the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms of this Agreement shall be explicitly binding entitles it to sublicensee as if it were review or receive a party to this Agreementcopy of any sublicense agreement that sublicenses rights hereunder. 4.3 Any sublicenses granted (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 Licensee shall provide for the termination facts and circumstances of the particular 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 13as those set forth on Exhibit F hereto. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement.--------- 4.4 The Licensee (e) Each Party agrees to forward to make the NIH other Party a complete copy third-party beneficiary 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 confidenceregarding any rights covered by this Agreement; provided, however, that the Party shall be a third-party beneficiary only with respect to those provisions enumerated on Exhibit F. --------- (f) Sections 6.3(c), 6.3(d) and 6.3(e) shall not apply to any sublicenses by Genentech to Roche.

Sublicensing. 4.1 Upon 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 approvalagreement with each such sublicensee and shall comply with the following: each such sublicense (a) shall be subject and subordinate to, which shall include prior review and consistent with, the terms and conditions of any sublicense agreement by the NIH and which this Agreement, (b) shall not be unreasonably withheldin any way diminish, the Licensee may enter into sublicensing agreements reduce or eliminate any of ▇▇▇▇▇▇▇’ obligations under the Licensed Patent Rightsthis 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 (either directly or through an independent auditor) such books and records, and (d) shall provide that any such sublicensee shall not further sublicense. With respect to any proposed sublicense agreement, if the NIH does not ▇▇▇▇▇▇▇ shall provide the Licensee DexCom with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of each such sublicense agreement within thirty (30) days after the proposed 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 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 (other than ▇▇▇▇▇▇▇ or its Affiliates, for resale, or such sublicensee’s Affiliates for resale), less the Licenseedeductions described in clauses (a) – (e) of Section 1.58 (Net Sales), to the NIH extent the same are credited or deducted from sales, shall be deemed to have given its approval be part of such sublicense agreement the “Net Sales” under this Agreement upon which Royalties will accrue hereunder and be payable by ▇▇▇▇▇▇▇ to DexCom. Otherwise, Net Sales as defined 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 Licensee sublicensee, rather than DexCom, produces the Sensor Disposable). 6.3.3 In addition, except as provided in Section 6.3.4, ▇▇▇▇▇▇▇ shall have the right pay DexCom an amount equal to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of 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 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 other intellectual property necessary for ▇▇▇▇▇▇▇ to 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 sublicense granted in accordance with this Section 6.3.4: (a) ▇▇▇▇▇▇▇ shall, to the extent practicable and subject to any confidentiality obligations ▇▇▇▇▇▇▇ may have to Third Parties, prior to granting any such sublicense (unless such sublicense is granted following a Change of Control of DexCom), notify DexCom of ▇▇▇▇▇▇▇’ intention to make any such grant, and shall consult in good faith with DexCom with respect thereto over a period that is reasonable in the circumstances (it being understood that DexCom will not thereby be afforded a consent, approval or veto right [*****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. 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 (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 rights to or under any product, service, or Technology substantially developed by or for DexCom or its Affiliates. For clarity, DexCom shall have no right to grant any “naked” sublicenses of its rights under the DexCom License, where “naked sublicenses” are understood to be sublicenses of ▇▇▇▇▇▇▇ Technology or Software Copyrights that are neither (a) granted in conjunction with the grant to the same Person of other Technology rights of or Controlled by DexCom nor (b) 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 following: each such sublicense (a) shall be 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 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 each such sublicense agreement within thirty (30) days after the execution thereof. Such copy may be redacted to exclude confidential information. In the event of the agreement. To the extent permitted any uncured material breach by law, the NIH agrees to maintain each any sublicensee under a sublicense agreement that would constitute a breach of DexCom’s obligations under this Agreement, upon notice thereof, ▇▇▇▇▇▇▇ will promptly inform DexCom in confidence.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 DexCom’s obligations under this Agreement shall be deemed an uncured material breach by DexCom hereunder unless DexCom cures such material breach within the time provided under Section 11.3 hereof

Sublicensing. 4.1 Upon (a) LICENSEE shall 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 approvalconsent, which consent shall include 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. In addition to any other requirements imposed under this Agreement, 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 review written approval of any sublicense agreement by the NIH and FHCRC, which shall not be unreasonably withheld, LICENSEE may sublicense on third party to make the Licensee may enter into sublicensing agreements under LICENSED MONOCLONAL ANTIBODY in Europe on behalf of LICENSEE solely for the Licensed Patent Rightsuse of LICENSEE, its AFFILIATES and sublicensees upon terms and conditions agreeable to FHCRC. With respect 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 any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH enforce those rights shall be deemed a reasonable basis to withhold consent to that sublicense for purposes of this Section 2.2(a). (b) LICENSEE may grant and authorize sublicenses to permit third parties to perform LICENSED SERVICES and to make, have given its approval made, use and sell LICENSED PRODUCTS (but not the LICENSED CELL LINE) within the scope of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 License described in Section 2.1(b) of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approvalwith 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 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 contingent upon acceptance by thereafter endeavor to keep LICENSED PRODUCTS reasonably available to the public. (c) In addition to any other requirements of this Agreement, any sublicense agreement under this Section 2.2 shall bind the sublicensee to meet all LICENSEE's obligations to FHCRC under this Agreement. Royalties charged for sublicenses by LICENSEE shall be commercially reasonable. LICENSEE shall promptly provide FHCRC with a copy of any sublicense agreement subject to the remaining confidentiality provisions of Article 10 of this Agreement. 4.4 The Licensee agrees (d) Notwithstanding 2.2 (a)-(c), LICENSEE may transfer the LICENSED MONOCLONAL ANTIBODY to forward 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 NIH a complete copy third party to whom the transfer is made has agreed (1) in writing to use the LICENSED MONOCLONAL ANTIBODY solely for that limited purpose and has agreed (2) not to make, use or sell or offer for sale or otherwise distribute or exploit the LICENSED MONOCLONAL ANTIBODY or any LICENSED PRODUCT or LICENSED SERVICE and (3) to be bound by the Confidentiality provisions in Article 10 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 confidencethis Agreement.

Sublicensing. 4.1 Upon written approvalCompany shall have the right to sublicense, which through multiple tiers, the rights licensed to Company hereunder, provided that: (a) Any and all Sublicenses shall include prior review be in writing (and Company shall provide a copy of all such Sublicenses to Flagship upon execution) and consistent with the terms of 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 notify Flagship in writing of any sublicense agreement by the NIH proposed grant of a Sublicense and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect provide to Flagship a copy of any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within Sublicense at least [***] after 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 date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement performance or non-performance under this Agreement and the Licensee relevant Sublicense by any party to those agreements. (c) Company shall enforce all such Sublicenses against its Sublicensees, ensuring its Sublicensees’ performance in accordance with the terms 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. (d) Such Sublicensees shall have the right to enter into grant further sublicenses to Third Parties of same or lesser scope as its sublicense from Company under the licenses contained in Section 2.2, provided that such sublicense agreement. The NIH hereby provides written approval for further Sublicenses shall be in accordance with and subject to all of the Collaboration terms and Option Agreement with conditions of this Section 2.3 (i.e., such Sublicensee shall be subject to this Section 2.3 in the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations same manner and to the NIH of Paragraphs 5.1-5.4same extent as Company). For clarity, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 any Entity to whom a Sublicensee grants a sublicense as permitted by the terms of this Agreement shall be explicitly binding deemed to sublicensee as if it were be a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide Sublicensee for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions purposes of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. GSK shall have the right to grant sublicenses, through multiple tiers of sublicensees, of the license granted to GSK by Mersana under Section 4.1 Upon (License Grant to GSK) to its Affiliates and Third Parties (each, a “Sublicensee”); provided that, prior to the expiration of the [**] and, if Mersana exercises the [**], GSK may not, without the prior written approval, which shall include prior review consent of any sublicense agreement by the NIH and which shall Mersana (such consent not to be unreasonably withheld, the Licensee may enter into sublicensing agreements under conditioned or delayed), grant a sublicense to a Third Party to Develop or Commercialize the Licensed Patent RightsCompound 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 and all sublicenses shall be in writing and shall require the Sublicensee to comply with the applicable terms and conditions of this Agreement. With respect to any proposed such sublicense agreementfor which ▇▇▇▇▇▇▇’s prior written consent is required pursuant to this Section 4.3 (Sublicensing), if the NIH does not GSK shall provide the Licensee Mersana with a written objection thereof copy of any such sublicense agreement with any Third Party within [***] after following the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval execution of such sublicense agreement (which shall be GSK’s Confidential Information); except that any such 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 rights sublicensed or to confirm that such sublicense agreement complies with all applicable terms and the Licensee shall have conditions of this Agreement. 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 pursuant to this Section 4.3 (Sublicensing) (a) pursuant to which GSK grants such Third Party the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that ] the Licensed Compound or any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within Licensed Product [**], or (b) [*] *], in each case ((a) or (b)), except for customary sublicenses and subcontracts granted in the ordinary course of business in such Major Market (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), GSK shall promptly deliver notice to Mersana identifying such Third Party, together with a brief summary of the execution scope of such sublicense grant. GSK shall remain responsible for performance by its Sublicensees of all of its obligations to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the agreement. To the same extent permitted as if such activities were conducted by law, the NIH agrees to maintain each sublicense agreement in confidenceGSK.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into grant sublicenses or to assign any or all of the rights granted hereunder only to (a) an Affiliate; (b) a biopharmaceutical, pharmaceutical or bio-diagnostic company which is generally recognized in such sublicense agreement. The NIH hereby provides written approval for industries and which, at the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination time of the sublicense, or the conversion to is in good standing and has a license directly between the sublicensees market capitalization of over $100,000,000; and the NIH(c) an entity which has been approved in writing by CSMC; provided, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will that such approval shall not be unreasonably 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 contingent upon acceptance by the sublicensee CSMC shall advise Licensee of its decision and of the remaining reason for its decision within thirty (30) days of receiving the request from Licensee. Any sublicensee permitted under subsection (a) or (b) of the preceding sentence shall be referred to as a “Permitted Sublicensee”. In the event CSMC denies a requested sublicense, Licensee shall have the right to petition CSMC in writing for reconsideration of the denial within thirty (30) days. Any such Permitted Sublicensee shall be subject in all respects to the provisions contained in this Agreement and Licensee will remain primarily liable to CSMC for, and shall 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 agree in writing to be bound by commercially reasonable reporting and record keeping, indemnification and inspection provisions, and the applicable provisions of this Agreement. 4.4 The , 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 agrees to shall promptly forward to the NIH CSMC a complete copy of each any and all fully executed sublicense agreement postmarked within [***] 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. Licensee shall also keep CSMC reasonably informed with respect to the execution progress of any relations entered into with any Permitted Sublicensees. If Licensee shall conduct one or more audits of its Permitted Sublicensees hereunder during the agreementterm hereof, Licensee shall provide copies of all audit reports to CSMC on a timely basis. To the extent Licensee understands and agrees that none of its permitted by law, the NIH agrees to maintain each sublicense agreement sublicenses hereunder shall reduce in confidenceany manner any of its obligations set forth in this Agreement.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee 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 advised of the restrictions set forth in this Agreement with respect to the transfer of the rights sublicensed to 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 sublicense agreementnew 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). The NIH hereby provides written approval 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 third party under the licenses granted pursuant to Section 2.1. Sage shall ensure that all Sublicensees will comply with the applicable terms and conditions of this Agreement and shall remain fully responsible for the Collaboration and Option Agreement with the following stipulations: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***] 4.2 The Licensee agrees that any sublicenses granted ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. compliance by it shall provide that such Sublicensees with the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 applicable terms and conditions of this Agreement shall be explicitly binding to sublicensee as if it such Sublicensees were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicenseSage hereunder. For clarity, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheldSage may sublicense its rights, and contingent upon acceptance by the sublicensee supply Captisol or any Licensed Product, to researchers and research institutions for research or development of the remaining provisions any Compound-based Licensed Product, including for any investigator-initiated study of this Agreementany Compound-based Licensed Product. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

Sublicensing. 4.1 Upon written approvalAvigen shall be entitled to grant sublicenses of its rights under this Agreement through one or more tiers of sublicensees without consent, which including to its Affiliates and to Third Parties, 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 prior review of any sublicense agreement by obligations on the NIH and Sublicensee which shall not be unreasonably withheldare sufficient to allow Avigen to fulfil its obligations under this Agreement (e.g., the Licensee may enter into sublicensing agreements under Sublicensee shall report its Net Sales to Avigen on a timeline that enables Avigen to make any royalty payments on the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of LicenseeSublicensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted Net Sales required by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were in a party to this Agreementtimely manner). 4.3 Any 2.3.3 The 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 terminate automatically on termination of this Agreement under Article 13Section 10.2.3 for Avigen’s uncured material breach or insolvency or under Section 10.2.2 by Avigen at will. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions 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 no less favorable to SDI than the terms of this Agreement. * = confidential treatment requested; certain confidential information, in the places marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.4 The Licensee agrees 2.3.4 Within 30 days of the grant of any sublicense Avigen shall provide to forward SDI a true copy of such portions of the sublicense as are necessary to verify that the sublicense is in accordance with this Agreement; and 2.3.5 Avigen shall remain responsible to SDI for any act or omission of a Sublicensee to the NIH extent it constitutes a complete copy of each fully executed sublicense agreement postmarked within [***] breach of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceAgreement.

Sublicensing. 4.1 Upon written approval, which shall include prior review of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee Go shall have the right to enter into grant sublicenses under the license rights granted under Section 2.1, provided such sublicense agreement. The NIH hereby provides written approval for the Collaboration sublicensee is approved by 800 and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to this Agreement. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approvalPiestro (each an “Approved Sublicensee”), which approval will not be unreasonably withheld, conditioned or delayed. For each proposed sublicensee, Go shall submit to 800 and contingent upon acceptance Piestro for approval the (i) identity of the sublicensee and information about its principals and management team; (ii) the reason for the sublicense; (iii) the applicable licensee fees or royalty rates, if any, (iv) other terms and conditions of the 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 non-responding party shall be deemed to have approved of such proposed sublicensee. Any objection by 800 or 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 shall be covered by the sublicensee license granted to Go pursuant to Section 2.1. The approval of sublicenses shall not be unreasonably denied, conditioned or delayed, provided that all sublicenses shall be subject to the remaining provisions 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; (b) in the event of expiration or termination of this Agreement. 4.4 The Licensee agrees , all sublicense rights will terminate automatically effective as of the expiration or termination date of this Agreement (provided, 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 forward agree in writing to be bound by the applicable terms and conditions of this Agreement; and (d) the sublicense agreements shall provide that 800 and Piestro are third party beneficiaries with enforcement rights of such sublicense with respect to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] use of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidencerespective Licensed Marks.

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

Sublicensing. 4.1 Upon written approval, which shall include prior review Subject to the terms and conditions of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement this Agreement and the Licensee In-License Agreements, Teijin shall have the right to enter into sublicense the rights granted to it under Section 2.1 to: 2.2.1 Any of its Affiliates without Versartis’ consent; provided that (i) Teijin provides Versartis with prior notice of the name of the Affiliate and the rights to be sublicensed; (ii) such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement Affiliate agrees in writing to comply with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 terms and conditions of this Agreement shall be explicitly binding that are applicable to sublicensee as if it were a party 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. 4.3 . Any sublicenses sublicense granted by the Licensee Teijin to one of its Affiliates shall provide terminate if such entity is no longer an Affiliate of Teijin and Versartis’ approval is not obtained for the termination continuation of such sublicense [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the sublicenseSecurities Exchange Act of 1934, or as amended. in accordance with subsection 2.2.2 below. Versartis hereby consents to the conversion grant by Teijin of a sublicense of all the rights granted hereunder to Teijin Pharma Limited (“TPL”), a license directly between wholly owned subsidiary of Teijin and organized and existing under the sublicensees laws of Japan, having its registered office at 2-1, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ and Teijin hereby guarantees that TPL will comply with the NIH, at the option of the sublicensee, upon termination terms and conditions of this Agreement that are applicable to TPL’s activities under Article 13such sublicense. This conversion is subject Versartis agrees that the foregoing clauses (i) and (ii) shall not apply to the NIH approvalsuch grant of sublicense to TPL. 2.2.2 Third Parties with Versartis’ prior written consent, which will such consent not to be unreasonably withheld, conditioned, or delayed; provided, that (i) such sublicensee agrees in writing to comply with the term and contingent upon acceptance by 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 of the remaining provisions of in accordance with this Agreement. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

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

Sublicensing. 4.1 Upon written approval(i) Licensee may sublicense the rights granted in Section 2(a) without the right to further sublicense such rights (other than as expressly indicated herein), which 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 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 one or more 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 grant Ancillary Sublicenses but no other sublicenses, 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 include prior review 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 liable to Licensor hereunder for any and all damages suffered by Licensor or its Affiliates due to acts or omissions of any Sublicensee under any sublicense agreement as if such acts or omissions were made by the NIH Licensee directly, provided that Licensor may not make a duplicate recovery against both Licensee and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. With any Sublicensee with respect to any proposed such same act or omission. A material breach by a Sublicensee of its sublicense agreement, if the NIH does not provide the Licensee with a written objection thereof within [***] after the date the NIH receives Notice of (and Licensee’s intent failure to sublicense and prevent same) shall not constitute a copy of the proposed sublicense from the Licensee, the NIH shall be deemed to have given its approval of such sublicense agreement and the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 material breach of this Agreement shall be explicitly binding by Licensee for purposes of termination this Agreement pursuant to sublicensee as if it were Section 7(c)(i) unless (y) such Sublicensee does not cure such material breach within forty-five (45) days after (1) receipt of notice from either Licensor (with a party copy to this Agreement. 4.3 Any sublicenses granted by the Licensee) or Licensee shall provide for the termination or (2) Licensor notifying Licensee of the sublicensesuch matter, or (z) Licensee has not, after using reasonable best efforts to have its Sublicensee cure such material breach, terminated the conversion to a license directly between the sublicensees and the NIH, applicable sublicense at the option end of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreementsuch forty-five (45) day period. 4.4 The Licensee agrees to forward to the NIH a complete copy of each fully executed sublicense agreement postmarked within [***] of the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidence.

Sublicensing. 4.1 Upon written approval, which shall include prior review (a) Except as set out in item 5 of any sublicense agreement by the NIH and which shall not be unreasonably withheld, Details Schedule: (i) the Licensee may enter into sublicensing agreements only grant sublicences of the Licence granted to it under 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 Patent Rights. With respect to any proposed sublicense agreement, if the NIH does not provide IPR by the Licensee with a written objection thereof within [***] after to: (i) any sublicensees and for the date purposes set out in the NIH receives Notice Commercialisation Business Plan; and (ii) purchasers of Licensee’s intent Product, but only to sublicense and a copy the extent required to enable those customers to receive the benefit of the proposed sublicense from Product. (c) The Licensee must ensure that all sublicences of the LicenseeLicensed IPR are consistent with its obligations under this Agreement. Without limitation, unless otherwise approved by the Licensor, the NIH shall sublicence agreement must include provisions to the effect that: (i) the sublicensee must observe terms similar to, consistent with and at least as onerous as those contained in this Agreement so far as they are capable of observance and performance by the sublicensee; (ii) the sublicence will be deemed personal to have given its approval of such sublicense agreement the sublicensee and will not be assignable, nor will the Licensee shall sublicensee have the right to enter into such sublicense agreement. The NIH hereby provides written approval for sublicense; (iii) the Collaboration and Option Agreement with Licensee may terminate the following stipulations: [***] 4.2 The Licensee agrees that any sublicenses granted sublicence without compensation or notice if the sublicensee does anything or omits to do anything which would, if done or omitted to be done by it shall provide that the obligations Licensee, give the Licensor the right to the NIH of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.6-13.8 of this Agreement shall be explicitly binding to sublicensee as if it were a party to terminate this Agreement.; 4.3 Any sublicenses granted by (iv) such sublicence is capable of being terminated at the Licensee shall provide for Licensor's sole discretion at the same time as the termination of (or exercise by the sublicense, Licensor of its rights under clause 15.5 in respect of) this Agreement or any licences granted under it; and (v) the conversion to a license directly between the sublicensees and the NIH, at the option Licensor has audit rights in respect of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject sublicensee equivalent to the NIH approval, which will not be unreasonably withheld, and contingent upon acceptance by Licensor’s rights to audit the sublicensee of the remaining provisions Licensee under clause 6 of this Agreement. 4.4 (d) The Licensee agrees to forward to must notify the NIH Licensor promptly of any sublicence entered into and provide the Licensor with a complete copy of each fully executed sublicense agreement postmarked within [***] the sublicence terms (excluding financial payment terms and any personal information). 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 the execution of the agreement. To the extent permitted by law, the NIH agrees to maintain each sublicense agreement in confidenceLicensee.