Common use of Sublicensing Clause in Contracts

Sublicensing. 8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy of the agreement or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. 8.1 LICENSEE 4.1 Upon written approval, which shall include prior review of any sublicense agreement by IC, and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements for the Licensed Patent Rights and Licensed Materials. These sublicenses will not have a further right of sublicense and must be granted in accordance with the exclusive right WHO C-TAP Development Plan as described in Appendix C. Sublicenses must also be issued by the Licensee without discrimination to grant sublicenses any sublicensee with the demonstrated commitment, ability, and readiness to its rights under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely use the sublicense but in no instance shall a sublicense be issued for use in the Field of Usea country under Government sanction. 8.2 LICENSEE 4.2 The Licensee agrees that any sublicenses granted by it shall notify ESCALON provide that the obligations to the IC of every Paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.6, and 13.7-13.9 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these paragraphs to all sublicense agreements. 4.3 Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.4 The Licensee agrees to forward to IC a complete copy of each fully executed sublicense agreement and each amendment thereto, postmarked within thirty (30) days after its execution, and provide a full copy of the execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement or amendment within such time periodin confidence. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. 8.1 6.1 LICENSEE shall have may sublicense any or all of the exclusive right rights licensed hereunder, provided that (1) such sublicenses (a) cover rights to grant sublicenses to its rights under Section 3 above to Sublicenseesdiscover, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON of every sublicense agreement and each amendment thereto, within thirty (30) days after its executiondevelop and/or commercialize one or more COMPANY PRODUCTS or LICENSED PRODUCTS, and provide a full copy of the agreement (b) (i) cover patent rights which are owned or amendment within such time period. 8.3 Any sublicense granted licensed by LICENSEE under this Section 8 shall provide for its termination upon termination (other than the PATENT RIGHTS), or (ii) are granted as part of this Agreement. 8.4 All a bona fide collaboration, (2) all such sublicenses shall be are consistent with the terms requirements set forth in Article 11 and conditions Sections 2.8, 4.2, 4.3, 9.2, 9.3, 9.4, 12.1.1, 12.1.3, 12.4, 12.5 and 12.7 of this AgreementLICENSE AGREEMENT, and shall (3) all such sublicenses contain acknowledgments by the Sublicensee sublicensee’s acknowledgment of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALONUNIVERSITY’s liability, as provided by Section 12 Article 10 below, and (4) LICENSEE notifies UNIVERSITY in writing and provides UNIVERSITY with a copy of each such sublicense agreement and each amendment thereto within [**] days after their execution. All LICENSEE shall only grant sublicenses shall also contain provisions that comport with the above requirements. 6.2 With respect to sublicenses granted by LICENSEE under which the Sublicensee accepts duties which this Article 6, LICENSEE’s royalty obligations on NET SALES of LICENSED PRODUCTS made by sublicensees shall be at least equivalent to those accepted by the LICENSEE as set forth in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmlessSection 3.3 above, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance LICENSEE’s milestone payment obligations on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses COMPANY PRODUCTS or LICENSED PRODUCTS shall provide for each Sublicensee to pay taxes due, if any, in the same manner be as set out forth in Section 3.4 (a)-(e) above. 6.3 Notwithstanding the execution of any sublicense agreement, LICENSEE agrees to remain primarily liable to UNIVERSITY for performance of all of LICENSEE’s duties and obligations contained in this LICENSE AGREEMENT. 6.4 aboveUpon termination of this LICENSE AGREEMENT for any reason, or all sublicense agreements shall provide survive such termination and remain in force and effect in accordance with their terms and shall be assigned to, and assumed by UNIVERSITY, provided, that the Sublicensee will be responsible for such taxes should sublicensee is in material compliance with the terms and conditions of its sublicense. LICENSEE shall cause every sublicense be assigned agreement to ESCALON. 8.6 All sublicenses shall provide for LICENSEE the right of LICENSEE to assign its rights under the sublicense to ESCALONUNIVERSITY in the event that this LICENSE AGREEMENT terminates. For such assignment to be effective, UNIVERSITY must accept such assignment in writing, such written acceptance by UNIVERSITY not to be unreasonably withheld, conditioned or delayed, it being understood that each sublicense agreement that survives termination hereunder shall survive even if its assignment to UNIVERSITY is not accepted by UNIVERSITY. Upon LICENSEE’s request, UNIVERSITY shall enter into a “stand-by” license agreement directly with the applicable sublicensee on customary terms.

Sublicensing. 8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Section Article 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON MICHIGAN of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy of the agreement or amendment within such time periodamendment. 8.3 Any sublicense granted by LICENSEE under this Section Article 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALONMICHIGAN’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALONMICHIGAN’s liability, as provided by Section Article 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sectionsparagraphs: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALONMICHIGAN 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALONMICHIGAN’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section Paragraph 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALONMICHIGAN. 8.6 All sublicenses shall provide for the right of for LICENSEE to assign its rights under the sublicense to ESCALONMICHIGAN.

Sublicensing. 8.1 4.01 Upon written approval by OHSU, which approval will not be unreasonably withheld, LICENSEE shall have may enter into sublicensing agreements for the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely Licensed Screening Patent Rights for use the sole purpose of collaborating with the sublicensee in the discovery and development of Licensed Products or Screening Products in the Licensed Screening Patent Field of Use., provided that 8.2 4.01.1 each sublicense has a grant that is consistent with the terms of Paragraph 3.01.2 herein; 4.01.2 the earned royalty rates on Net Sales in each sublicense shall be the same or greater than as set forth in Paragraph 6.03 herein; and 4.01.3 LICENSEE shall notify ESCALON be responsible for payment of every sublicense agreement and each amendment thereto, within thirty earned royalties to OHSU on Net Sales by sublicensees (30i) days after its executionas if such Net Sales were made by LICENSEE directly, and provide a full copy of the agreement or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with (ii) pursuant to the terms and conditions of this Agreement, and shall contain acknowledgments . 4.02 LICENSEE agrees that any sublicenses granted by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or it shall provide that the Sublicensee will obligations to OHSU of Paragraphs 5.01-5.02, 7.01, 9.01, 9.03, 12.05, and 13.05-13.07 of this Agreement shall be responsible for such taxes should binding upon the sublicensee as if it were a party to this Agreement. LICENSEE further agrees to attach copies of these Paragraphs to all sublicense be assigned to ESCALONagreements. 8.6 All 4.03 Any sublicenses granted by LICENSEE shall provide for the right termination of the sublicense, or the conversion to a license directly between such sublicensees and OHSU, at the option of the sublicensee, upon termination of this Agreement under Article 13. Such conversion is subject to OHSU approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement. 4.04 LICENSEE agrees to assign its rights under forward to OHSU a copy of each fully executed sublicense agreement postmarked within sixty (60) days of the sublicense to ESCALONexecution of such agreement.

Sublicensing. 8.1 LICENSEE BSP shall have the exclusive right to grant sublicenses to its Affiliates and to Third Parties with respect to the rights licensed to BSP under Section 3 above 5.1; provided that any Sublicenses to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy of the agreement or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses 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, and shall contain acknowledgments by not limit the Sublicensee ability of ESCALONBSP (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 termination of this Agreement (in whole or only with respect to the TECHNOLOGY and Licensed Patentsrights that are subject to such Sublicense); however, OncoMed shall have the obligation to license each Sublicensee, at Sublicensee’s option, on substantially similar terms to those granted in such Sublicensee’s respective Sublicense, provided that such Sublicense has not been terminated for such Sublicensee’s breach or insolvency, such Sublicensee is otherwise performing activities in a manner consistent with this Agreement, and the disclaimer terms and conditions of warranty such Sublicense agreement are consistent with the terms and limitation on ESCALON’s liabilityconditions of this Agreement; and 5.2.5 such Sublicensees shall have the right to grant further Sublicenses of same or lesser scope as its sublicense from BSP under the grants contained in Section 5.1 (the other party to such further sublicense also being a “Sublicensee”), as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which that such further Sublicenses shall be at least equivalent in accordance with and subject to those accepted by all of the LICENSEE in the following Sections: 5.3 duty terms and conditions of this Section 5.2 (i.e., such Sublicensee shall be subject to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, this Section 5.2 in the same manner and to the same extent as set out 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 6.4 above2.3.9, or shall provide that where such activity is to be performed at the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 8.6 All sublicenses shall provide direction and control and for the right sole benefit of LICENSEE to assign its BSP under any of BSP’s have made, have used, have sold, have offered for sale or have imported rights granted herein, such retention of the Third Party contractor is not a Sublicense within the meaning of this Section 5.2 but is considered an activity of BSP under the sublicense license granted in Section 5.1. [***] 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 ESCALONthe omitted portions.

Sublicensing. 8.1 LICENSEE BIOTHERAPIES shall have the exclusive right to grant sublicenses to its -4ts rights under Section Article 3 above to Affiliates and Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of UseProducts. 8.2 LICENSEE BIOTHERAPIES shall notify ESCALON MICHIGAN of every sublicense agreement and each amendment thereto, within thirty (30) days after its their execution, and provide a full copy indicate the name of the agreement Sublicensee or amendment within such time periodAffiliate, the terr-tory of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all ---*:ees and royalties --o be paid thereunder. 8.3 Any sublicense granted by LICENSEE BIOTHERAPIES under this Section Article 8 shall provide for its termination upon termination of this Agreement, provided, however, that a sublicense granted to any Sublicensee may permit such Sublicensee, by written notice to MICHIGAN within sixty (60) days of the Sublicensee's receipt of written notice of such termination, to elect to continue its sublicense. No such election will be valid unless (i) the sublicense conforms to the requirements of this Article 8, and (ii) the Sublicensee agrees in writing at the time of election to assume in respect to MICHTGAN all of the obligations (including obligations for payment) contained in its sublicense agreement with BIOTHERAPIES. 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments acknowledgements by the Sublicensee or Affiliate of ESCALON’s MICHIGAN's rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s MICHIGAN's liability, as provided by Section Artic,:e 12 below. All sublicenses shall also contain provisions under which the Sublicensee or Affiliate accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty ; to avoid improper representations or responsibilities 13.1 duty ; to defend, hold harmless, and indemnify ESCALON 13.3 duty MICHIGAN; to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty control export; to restrict the use of ESCALON’s MICHIGAN's name; and to properly ▇▇▇▇ Products with patent notices; which duties shall be at least equ4valent to those accepted by BIOTHERAPIES in Paragraphs 5.3, 12.4 and 13.1, and Articles 17, 19 and 20, respectively, herein. 8.5 All sublicenses shall provide for each Sublicensee or Affiliate to pay taxes due, if any, in the same manner as set out in Section Paragraph 6.4 above, or shall provide that the Sublicensee or Affiliate will be responsible for such taxes should the sublicense be assigned to ESCALONMICHIGAN. 8.6 All sublicenses shall provide for the right of LICENSEE for BIOTHERAPIES to assign assIgn its rights under the sublicense sublicensi to ESCALONMICHIGAN.

Sublicensing. 8.1 LICENSEE Except as otherwise provided in this Section 4.1.3, AstraZeneca shall have the exclusive right to grant sublicenses under the rights granted in Section 4.1.1 through multiple tiers of Sublicensees; provided that: (a) any such sublicense is consistent with and subject to its rights under Section 3 above to Sublicensees, to make, have made, use, market the terms of this Agreement (including this Article 4) and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy of the agreement or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide for its termination terminate automatically upon termination of the corresponding license hereunder; (b) AstraZeneca shall provide written notice to Targacept of any such sublicense and provide copies to Targacept (and, in the case of a sublicense to Targacept Technology licensed by USFRF to Targacept under the USFRF Agreement, to USFRF) of each such sublicense (with confidential and financial information redacted) promptly after the execution thereof; and (c) AstraZeneca shall not be relieved of its obligations pursuant to this Agreement. 8.4 All sublicenses shall be consistent with Agreement as a result of such sublicense except to the terms and conditions extent satisfactorily performed by such Sublicensee. Notwithstanding the foregoing or any other provision of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, except as provided by in Section 12 below7.12.1(d) and except for sublicenses granted to Affiliates of AstraZeneca, neither AstraZeneca nor any Sublicensee shall have the right to grant sublicenses under any of the rights and licenses granted in Section 4.1.1 in ******** without ********. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes dueFor clarity, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 8.6 All sublicenses shall provide for AstraZeneca otherwise has the right to sublicense pursuant to this Section 4.1.3, AstraZeneca shall have the right, without the consent of LICENSEE USFRF, to assign its rights grant sublicenses through multiple tiers of Sublicensees with respect to the Targacept Technology licensed by USFRF to Targacept under the sublicense to ESCALONUSFRF Agreement.

Sublicensing. 8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 6.1 LICENSEE shall notify ESCALON DUKE in writing of every sublicense agreement and each amendment thereto, thereto within thirty (30) days after its their execution, and indicate the name of the SUBLICENSEE, the territory of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder, and whether or not the SUBLICENSEE has greater or fewer than 500 employees. Upon request, LICENSEE shall provide DUKE with a full copy of sublicense agreements, which LICENSEE may redact in its reasonable discretion to protect the agreement confidentiality of any SUBLICENSEE’s proprietary or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall provide confidential information that is not necessary for its termination upon termination of DUKE to determine compliance with this Agreement. 8.4 All sublicenses 6.2 LICENSEE shall not receive from SUBLICENSEES anything of value other than cash payments in consideration for any sublicense under this Agreement, without the express prior written permission of DUKE. 6.3 LICENSEE shall require that all sublicenses: (a) not be consistent inconsistent with the terms and conditions of this Agreement, and shall ; (b) contain acknowledgments by the Sublicensee SUBLICENSEE’S acknowledgment of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s DUKE and NCI's liability, as provided by Section 12 Article 9 below. All sublicenses shall also ; and (c) contain provisions under which the Sublicensee SUBLICENSEE accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 Paragraphs: 4.4 (duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 ), 10.1 (duty to defend, hold harmless, and indemnify ESCALON 13.3 DUKE and NCI), 10.3 (duty to carry insurance maintain insurance), 2.4 (unless insurance on their behalf maintained by LICENSEE) 18 duty to properly mark LICENSED PRODUCTS with patent notices), and 15.5 (duty to restrict the use of ESCALONDUKE and NCI's name). 6.4 Upon termination of this Agreement, any sublicenses granted by LICENSEE under the PATENT RIGHTS shall, to the extent provided in such sublicense, remain in effect and be deemed to have been assigned by LICENSEE to DUKE immediately prior to such termination provided that: (a) the sublicensing agreement requires the SUBLICENSEE to thereafter pay DUKE any consideration that would have been due to LICENSEE with respect to the rights granted under this Agreement and (b) LICENSEE remains responsible for all other obligations thereunder to the extent applicable to LICENSEE and in excess of DUKE’s name 8.5 All sublicenses shall provide for each Sublicensee obligations under this Agreement. If any terms of such sublicense agreements fail to pay taxes due, if any, in comply with the same manner as set out in Section 6.4 aboverequirements of Article 6 herein relating to sublicensing, or shall provide that the Sublicensee are otherwise inconsistent with this Agreement, and DUKE provides notice thereof to SUBLICENSEE such terms will be responsible renegotiated between DUKE and the SUBLICENSEE; provided, such sublicense will remain in effect pending resolution and mutual agreement upon of such renegotiated terms. Any sublicense executed by LICENSEE must contain language to implement this Paragraph 6.4 in order for such taxes should any SUBLICENSEE to enjoy the sublicense be assigned to ESCALONbenefits of this Paragraph 6.4. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. 8.1 LICENSEE NEPHRION shall have the exclusive right to grant sublicenses to its rights under Section Article 3 above to Sublicensees, to make, have made, use, market and sell sell, in the Territory, Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE NEPHRION shall notify ESCALON MICHIGAN of every sublicense agreement and each amendment thereto, within thirty (30) 30 days after its their execution, and provide a full copy indicate the name of the agreement or amendment within such time periodSublicensee, the territory of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. 8.3 Any sublicense granted by LICENSEE NEPHRION under this Section Article 8 shall provide for its termination upon termination of this Agreement. 8.4 All Any sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments acknowledgements by the Sublicensee of ESCALONMICHIGAN’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s MICHIGAN’S liability, as provided by Section Article 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties to keep records; to avoid improper representations or responsibilities; to defend, hold harmless, and indemnify MICHIGAN; to control export; to restrict the use of MICHIGAN’S name; and to properly mark Products with patent notices; which duties shall be at least equivalent to those accepted by the LICENSEE NEPHRION in the following Sections: 5.3 duty to keep records Paragraphs 5.3, 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmlessand 13.1, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s nameArticles 17, 19 and 20, respectively, herein. 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section Paragraph 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the such sublicense be assigned to ESCALONMICHIGAN. 8.6 All sublicenses shall provide for the right of LICENSEE for NEPHRION to assign its rights under the sublicense to ESCALONMICHIGAN.

Sublicensing. 8.1 LICENSEE shall have Subject to the exclusive right restrictions set forth in Sections 2.3, 2.4 and 2.5 and the terms of this Agreement, Licensee may sublicense the rights granted to grant sublicenses to its rights it under Section 3 above 2.1 to Sublicenseesany Affiliate of Licensee or to any Third Party; provided, however, that such sublicense is in writing and: (a) Licensee shall be responsible for the operations and activities of any Sublicensee as if such operations and activities were carried out by Licensee itself, including without limitation the payment of milestones, royalties, or other payments due to makeDyax hereunder, have maderegardless of whether the terms of any such sublicense provide for such amounts to be paid by the Sublicensee directly to Dyax; (b) any such sublicense shall bind the Sublicensee in writing to all the applicable terms and conditions of this Agreement for the benefit of Dyax, useincluding, market without limitation Sections 2.3, 2.4 and sell Products designed 2.5 and marketed solely for use shall require that the Sublicensee shall make reports and keep and maintain records of sales to at least the same extent required under this Agreement, allowing Dyax the same access and audit rights permitted under this Agreement; (c) Licensee agrees to deliver to Dyax, subject to the terms of confidentiality set forth in Article 7, a copy of the Field of Use. 8.2 LICENSEE shall notify ESCALON of every written agreement evidencing such sublicense agreement and each amendment thereto, within thirty (30) days after following its execution, and execution (Licensee being entitled to provide a full redacted copy, the sole purpose of such copy of being to allow Dyax to ensure that the agreement or amendment within such time period.sublicense meets the obligations set forth in Section 2.2 (b) above); and 8.3 Any sublicense granted by LICENSEE (d) in the event that Licensee’s rights under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent Agreement are terminated in accordance with the terms and conditions of this AgreementArticle 11, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses such sublicense shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALONterminate. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. 8.1 LICENSEE shall have The license contained in Section 2.1(a) includes the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the PV Field only to Third Parties other than TISICS Competitors (each Third Party sublicensee, a “ESLR1 Sublicensee”), provided that ESLR1 shall remain responsible for the performance of Use. 8.2 LICENSEE the ESLR1 Sublicensees hereunder and any such sublicense granted by ESLR1 shall notify ESCALON be pursuant to a written agreement that is at least as protective of every TISICS, with respect to the license contained in Section 2.1(a), as this Agreement and provided that TISICS has consented to the granting of such sublicense, such consent not to be unreasonably withheld or delayed, provided further that ESLR1 may grant Evergreen and Evergreen’s Affiliates a sublicense without TISICS’ consent or any requirement of a written agreement and each amendment thereto, within thirty (30) days after its execution, and provide a full copy but subject to prior written notice of such sub-license being given to TISICS). ESLR1 Sublicensees shall not have the right to grant any further sublicenses under any such sublicense granted by ESLR1. The terms of the agreement with ESLR1 Sublicensees will expressly prohibit in writing all of its ESLR1 Sublicensees from exercising the license grant contained in Section 2.1(a) (but not any other sublicenses such ESLR1 Sublicensee may be granted, for example, under the Composite Field License Agreement or amendment within such time period. 8.3 Any sublicense granted Other Fields License Agreement) outside the PV Field. Subject to Section 2.5, any purchaser of SiC Fiber in the PV Field shall, by LICENSEE under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with the terms and conditions operation of this Agreement, receive the right to sell, offer for sale, resell, offer for resale, import and shall contain acknowledgments by the Sublicensee of ESCALON’s rights otherwise use such SiC Fiber in the TECHNOLOGY and Licensed PatentsPV Field by operation of the patent exhaustion/first sale doctrine, and the disclaimer of warranty and limitation on ESCALON’s liabilitybut otherwise shall receive no licenses, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its other rights under the sublicense to ESCALONTISICS IP by virtue of its purchase of SiC Fiber in the PV Field from ESLR1 or a ESLR1 Sublicensee.

Sublicensing. 8.1 LICENSEE 8.3.1 Prior to granting a Sublicense of the license granted in Section 8.1, Ultragenyx will inform Solid of its intent to grant a Sublicense, the Parties will discuss the same through the JSC and Ultragenyx will reasonably consider Solid’s input with respect to the grant of any such Sublicense. 8.3.2 Each such Sublicense will be consistent with, the terms of this Agreement and any applicable In-License Agreement and will require such Sublicensee to comply with all applicable terms of this Agreement and any applicable In-License Agreement. Ultragenyx will remain responsible for the performance of its Sublicensees. Within [**] after entering into a Sublicense with a Sublicensee, Ultragenyx will provide Solid with a copy of such Sublicense (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 8.3). For the avoidance of doubt, Ultragenyx will have no obligation to provide Solid with any copy of any Subcontractor agreement; provided, however, that each Subcontractor agreement will contain a requirement that the Subcontractor comply with commercially reasonable obligations of confidentiality and non-use provisions with respect to Solid’s Confidential Information. Each Sublicense will contain the following provisions: [**]. 8.3.3 Notwithstanding the foregoing, unless and until the receipt by Solid of a written agreement from an Institution to permit further sublicensing (as applicable) with respect to the Licensed Patents that are the subject of the relevant Existing In-License Agreement, Ultragenyx shall not have the exclusive right to grant sublicenses any Sublicense (other than to its rights Affiliates of such Party and other than as may be agreed in writing by the applicable Institution(s), in each case subject to all restrictions on the granting of Sublicenses herein) under such Licensed Patents. In the event and to the extent that an agreement from an Institution permitting further sublicensing to a Third Party is not obtained, then, upon Ultragenyx’s request, Solid shall promptly grant, without further consideration, a direct license to the applicable Third Party as Ultragenyx directs, as and to the extent permitted under Solid’s obligations to the applicable Institution, and provided that such direct license is within the scope of Ultragenyx’s licenses granted under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 LICENSEE shall notify ESCALON of every sublicense agreement and each amendment thereto, within thirty (30) days after its execution8.1, and provide provided, further, [**]. Solid will keep Ultragenyx informed regarding the negotiation of a full copy of the license agreement or amendment within such time period. 8.3 Any sublicense granted by LICENSEE under this Section 8 shall 8.3.3 and will consider in good faith Ultragenyx’s reasonable and timely requests and suggestions regarding such agreement. Solid will provide for its termination upon termination to Ultragenyx an unredacted copy of each license agreement entered into pursuant to this AgreementSection 8.3.3 within [**] following the execution thereof. 8.4 All sublicenses shall be consistent with the terms and conditions of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALON. 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. 8.1 LICENSEE shall have the exclusive right to grant sublicenses to its rights under Section 3 above to Sublicensees, to make, have made, use, market and sell Products designed and marketed solely for use in the Field of Use. 8.2 6.1 LICENSEE shall notify ESCALON MICHIGAN in writing of every sublicense agreement and each amendment thereto, thereto within thirty (30) days after its their execution, and indicate the name of the SUBLICENSEE and its number of employees, the territory of the sublicense, the scope of the sublicense, and the nature, timing and amounts of all fees and royalties to be paid thereunder. Upon request, LICENSEE shall provide MICHIGAN with a full copy of sublicense agreements. ******** This material has been omitted pursuant to a request for confidential treatment and filed separately with the agreement or amendment within such time periodSecurities and Exchange Commission. 8.3 Any 6.2 Where LICENSEE receives any consideration other than cash from SUBLICENSEES, SUBLICENSE INCOME for said consideration shall be the fair market cash value for such consideration. 6.3 Each sublicense granted by LICENSEE under this Section 8 Agreement shall provide for its termination upon termination of this Agreement. Each sublicense shall terminate upon termination of this Agreement unless LICENSEE has previously assigned its rights under the sublicense to MICHIGAN and MICHIGAN has agreed at its sole discretion in writing to such assignment. 8.4 All sublicenses 6.4 LICENSEE shall require that all sublicenses: (1) be consistent with the terms and conditions of this Agreement, and shall ; (2) contain acknowledgments by the Sublicensee SUBLICENSEE'S acknowledgment of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s MICHIGAN's liability, as provided by Section 12 Article 9 below. All sublicenses shall also ; and (3) contain provisions under which the Sublicensee SUBLICENSEE accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 Paragraphs: 4.4 (duty to keep records 12.4 ); 4.5 (duty regarding Patent Office fees); 9.4 (duty to avoid improper representations or responsibilities 13.1 ); 10.1 (duty to defend, hold harmless, and indemnify ESCALON 13.3 MICHIGAN); 10.3 (duty to carry insurance maintain insurance); 14.5 (unless insurance on their behalf maintained by LICENSEE) 18 duty to properly mark LICENSED PRODUCTS with patent notices); 14.▇ (▇uty to restrict the use of ESCALON’s MICHIGAN's name 8.5 All sublicenses shall provide for each Sublicensee ); 14.8 (duty to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALONcontrol exports). 8.6 All sublicenses shall provide for the right of LICENSEE to assign its rights under the sublicense to ESCALON.

Sublicensing. 8.1 2.2.1 LICENSEE shall will have the exclusive right to grant sublicenses to sublicense its rights under Section 3 above the License to SublicenseesLICENSEE Affiliates and to Third Parties only with Council’s prior written consent, such consent not to makebe unreasonably withheld, have madeconditioned 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, use, market and sell Products designed and marketed solely for use including in the Field case of Use. 8.2 any sublicensee obtaining sublicense rights to Commercialize any Licensed Product, that such writing incorporates the terms of Sections 10.2.1, 12.4 and Article XI. With respect to all sublicenses granted under this Agreement, for purposes of determining whether any breach has occurred under this Agreement, the acts and omissions in relation to this Agreement of any sublicensee of LICENSEE shall notify ESCALON of every sublicense agreement hereunder will be attributable to LICENSEE as though taken or omitted by LICENSEE, itself, (ii) LICENSEE will be jointly and each amendment thereto, within thirty (30) days after its execution, and provide a full copy severally liable for any damage arising out of the agreement acts or amendment within such time period. 8.3 Any sublicense granted by omissions of any of LICENSEE’s sublicensees of the LICENSEE’s licensed rights hereunder and (iii) LICENSEE will remain obligated to perform LICENSEE’s own obligations under this Section 8 shall provide for its termination upon termination of this Agreement. 8.4 All sublicenses shall be consistent with 2.2.2 Any sublicense under the terms and conditions License will automatically terminate upon any termination of this Agreement, and shall contain acknowledgments by the Sublicensee of ESCALON’s rights in the TECHNOLOGY and Licensed Patents, and the disclaimer of warranty and limitation on ESCALON’s liability, as provided by Section 12 below. All sublicenses shall also contain provisions under which the Sublicensee accepts duties which shall be at least equivalent to those accepted by the LICENSEE in the following Sections: 5.3 duty to keep records 12.4 duty to avoid improper representations or responsibilities 13.1 duty to defend, hold harmless, and indemnify ESCALON 13.3 duty to carry insurance (unless insurance on their behalf maintained by LICENSEE) 18 duty to restrict the use of ESCALON’s name 8.5 All sublicenses shall provide for each Sublicensee to pay taxes due, if any, in the same manner as set out in Section 6.4 above, or shall provide that the Sublicensee will be responsible for such taxes should the sublicense be assigned to ESCALONLicense. 8.6 All sublicenses shall provide for 2.2.3 No sublicensee of LICENSEE under the License will have the right of LICENSEE to assign further sublicense its rights under any such sublicensing arrangement without the sublicense to ESCALONprior written consent of the Council, which consent will not be unreasonably withheld or delayed.