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

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

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

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

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

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

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

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

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

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

Sublicensing. 4.1 Upon written approvalapproval by NIH, which shall include prior review Licensee and any sublicensees of any sublicense agreement by the NIH and which shall not be unreasonably withheld, the Licensee Licensed Patent Rights under this Agreement may enter into sublicensing agreements under the Licensed Patent Rights, such approval will not be unreasonably delayed or withheld, unless the provisions set forth in Paragraph 4.2 below are not included and/or otherwise not made binding upon the sublicensee. With respect For purposes of clarification, NIH agrees that modification of the terms of this Agreement will not be a condition for approval by NIH for Licensee or any third party sublicensee to enter into sublicensing agreements. Licensee shall provide written notice to NIH in the event Licensee or any proposed sublicensee desires to grant a sublicense agreement, if to a third party to develop or commercialize a Licensed Product. In the event that NIH does not provide the Licensee with a written objection thereof to Licensee within [***] ten (10) business days after receiving notice under the date the NIH receives Notice of Licensee’s intent to sublicense and a copy of the proposed sublicense from the Licenseepreceding sentence, the NIH shall be deemed to have given its approval of such to the sublicense agreement and arrangement described in the Licensee shall have the right to enter into such sublicense agreement. The NIH hereby provides written approval for the Collaboration and Option Agreement with the following stipulations: [***]notice. 4.2 The Licensee agrees that any sublicenses granted by it or any sublicensee shall provide that the obligations to the NIH PHS of Paragraphs paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, 13.612.5 and 13.7-13.8 13.10 of this Agreement shall be explicitly binding to upon the sublicensee as if it were a party to this Agreement. Licensee further agrees to provide copies of these Paragraphs to all sublicense agreements. 4.3 Any With respect to the rights licensed hereunder, any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the NIH, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the NIH approval, which will not be unreasonably withheld, approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to the NIH PHS a complete copy of each fully executed sublicense agreement entered into by Licensee or any sublicensee, postmarked within [***] thirty (30) days of the execution of the such agreement. To the extent permitted by law, the NIH PHS agrees to maintain each such sublicense agreement in confidence. A-360-2014 NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 3 of 21 [GlobeImmune, Inc.] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.5 Notwithstanding the foregoing, NIH agrees that the conditions of Paragraphs 4.1, 4.3 and 4.4 will not apply to the granting of rights under the Licensed Patent Right by Licensee to an Affiliate of Licensee, or by a sublicensee of Licensee to an Affiliate of the sublicensee, and that such a grant will not be a “sublicense” for purposes of this Agreement [*]. Licensee shall be responsible for any breach of this Agreement by an Affiliate of Licensee.

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

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

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

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

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

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

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

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