Common use of Sublicensing Clause in Contracts

Sublicensing. With respect to the rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and (ii) ensure that any amendment of the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains consistent with the terms of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-How.

Sublicensing. With respect Genentech shall have the right, but not the obligation, to grant sublicenses under the rights licenses granted in Sections 4.2(a7.1(a) and 4.2(d7.1(b) to its Affiliates and Third Parties (including, without limitation, the right of those parties to grant further sublicenses); provided, however, that any such sublicense shall be subject to and in all material respects consistent with the material terms and conditions of this Agreement. Such sublicenses may only be granted to the extent that Genentech or the sublicensee deems that the sublicenses are reasonably needed for the development and commercialization of Collaboration Products and the maximization of sales. The sublicenses between Genentech and each permitted sublicensee (and each sublicensee of Genentech and its permitted further sublicensees) shall be subject to a written sublicense agreement and shall be consistent with and not in violation of this Agreement and all of the applicable terms, conditions, obligations, restrictions and other covenants of the Existing License Agreements that protect or benefit The Regents’ (and, if applicable, the U.S. Government’s and other sponsors’) rights and interests. Genentech and its Affiliates shall insure that each sublicense agreement and further sublicense agreement includes or requires: (i) appropriate audited and auditable reporting from each sublicensee and each sublicensee’s further sublicensees to establish all amounts owed under this Agreement; (ii) that each sublicense and each further sublicense include an indemnity of Genentech, indemnification procedures and insurance coverages that are comparable to those which Genentech provides to Renovis hereunder; (iii) that each sublicensee and further sublicensee provide Genentech with all necessary reports and documentation sufficient to permit Genentech to comply with the reporting obligations of this Agreement, including without limitation Section 6.3, Section 9.1 and the audit obligations set forth in Section 9.4 of this Agreement; (iv) only with respect to those agreements that sublicense a Patent licensed under the Berkeley License and solely as necessary to comply with Section 4.1(a) of the Berkeley License, a statement setting forth the date upon which Renovis’ exclusive rights, privileges and licenses under the Berkeley License will expire; (v) only with respect to those agreements that sublicense a Patent licensed under the Berkeley License and solely as necessary to comply with Section 4.1(b) of the Berkeley License, a statement that, to the extent applicable, the non-payment obligations of the Berkeley License will be binding upon the sublicensee, subject to Section 4.5 of the Berkeley License; and (vi) only with respect to those agreements that sublicense a Patent licensed under the Berkeley License and solely as necessary to comply with Section 4.1(c) of the Berkeley License, a statement that the payment obligations under such sublicense may be at higher rates than provided in the Berkeley License. A copy of the Existing License Agreements, with redactions approved by Renovis, shall be attached to each sublicense agreement. Within thirty (30) days of the effective date of each sublicense granted by Genentech or its Affiliates, Genentech shall provide Renovis with a copy of such sublicense, with redactions for provisions that do not pertain to the licensed rights granted hereunder. Within thirty (30) days of the effective date of each sublicense granted by Genentech’s or its Affiliates’ sublicensees to a further sublicensee, Genentech shall provide Renovis with notice of the identity of each further sublicensee, a summary of each such sublicense (such summary to include the scope and restrictions of the sublicensed rights, the term of the sublicensed rights, confirmation that the reporting, audit and indemnification obligations are consistent with the requirements of this Agreement, evidence that the definition of net sales in such sublicense is consistent with the definition of Net Sales provided in this Agreement and such additional assurances with respect to such sublicenses as are reasonably requested by Renovis. Genentech shall summarize and submit to Renovis appropriate audited and auditable reporting from each sublicensee and each sublicensee’s further sublicensees to establish all amounts owed under this Agreement and from which Renovis may determine all amounts owed to the Regents under the Existing License Agreements. Genentech and its Affiliates shall enforce all of the provisions set forth in this Section with respect to its sublicensees and shall require its sublicensees to enforce all of the provisions set forth in this Section with respect to their sublicensees. Notwithstanding anything in this Section 7.2(c) to the contrary, solely with respect to those Renovis Patents licensed to Renovis under the Oakland License (the “Oakland Patents”), respectively, Legacy Genentech shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(athree (3) and Section 5.1(b) of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and (ii) ensure that any amendment of the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains consistent with the terms of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations sublicenses under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How Oakland Patents with respect to any each Genentech Product. In addition, each such sublicense by Genentech shall limit the number of further sublicenses that can be granted under the foregoingOakland Patents to three (3) additional sublicenses with respect to each Genentech Product. Legacy shallExcept as explicitly provided for under this Section 7.2(c), to the extent available no further sublicenses may be granted by Genentech or known to Legacy its Affiliates or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-Howsublicensees.

Sublicensing. With respect (a) Subject to the rights granted in Sections 4.2(a) terms and 4.2(d)conditions of this Agreement including Licensor’s Right of Negotiation under Section 4.9, respectively, Legacy Licensee shall only have the right to sublicense such grant sublicenses under the license granted to it under Section 2.1 hereof, and to grant other rights to the extent necessary Licensed Compound or Licensed Product, in each case to enable Legacy to grant Affiliates and Third Parties through multiple tiers (each, a “Sublicensee”); provided that [***]. Notwithstanding the rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreementforegoing, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement a customary Third Party wholesaler or distributor who does not market or promote a Licensed Product, and (ii) a Third Party contract sales force that details or promotes (but does not book sales of or distribute) a Licensed Product, and where in each of cases (i) and (ii) the Licensed Product is sold under the brand of Licensee or a Related Party (and not a brand of the wholesaler, distributor or contract sales force), shall not be deemed a “Sublicensee” for purposes of this Agreement and this Section 2.3(a) shall not prevent Licensee or its Sublicensees from granting to such wholesalers, distributors and contract sales force rights to conduct such activities with respect to the Licensed Product. Licensee shall ensure that each such Sublicensee is bound by a written agreement, and in the case of any amendment such sublicense granted to a Qualified Sublicensee, that an executed copy of such agreement (as well as an executed copy of any subsequent material amendments thereto), shall be provided to Licensor promptly following the Existing Ag Agreement permitted execution of each such agreement or amendment, [***]. Licensee shall also ensure that each Sublicensee expressly agrees in writing to be bound by all of Licensee’s obligations under this Agreement ensures that to the Existing Ag Agreement remains consistent with extent applicable to such Sublicensee, including without limitation, the terms of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the following provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially (as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained if such Sublicensee were expressly named in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any each such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shallprovision, to the extent available or known to Legacy or any Affiliate thereofSublicensees are not so named therein): Sections 2.2(b) (Licensor Right of Reference and Access); 2.5 (Subcontractors), promptly provide Primary a copy of any license or sublicense executed by Ag Partner2.7 (Improvements), any Affiliate thereof, or any other Legacy Licensee granting any 2.8 (Third Party any rights Technologies); 2.10 (Exclusivity of Efforts); 4.3(b) (Regulatory Cooperation in the Territory), 4.4(b) (Clinical Trials by Licensee Outside the Territory); 5.2 (Responsibility for Supply), but only if such Sublicensee is or has a right to any VDCsbe a Contracting Party; 5.4 (Licensor’s Right to Take Supply of Product Materials from Qualified CMOs), CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, but only if such Sublicensee is or Primary Know-How.has a right to be a Contracting Party or manufacture the Licensed Product; 7.7 (Patent Marking) and 11.5(d) (transition obligations on termination). Finally,

Sublicensing. With respect The licenses contained in Sections 7.1.1(b) and (c) and 7.1.2(a), (b) and (c) shall be sublicensable (through multiple tiers) in connection with the Development, Manufacturing and/or Commercialization of any [***] (subject to the rights granted in Sections 4.2(a) and 4.2(dStandalone Product Limitation), respectivelyand Assigned Software, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreementas applicable, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall provided that (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth material DexCom Background IP and/or [***] is included in Section 5.1(c) of the Existing Ag Agreement such sublicense, and (ii) ensure DexCom retains a material involvement in the Development, Manufacturing and/or Commercialization of such [***], as applicable, which sublicense shall not be effective until DexCom delivers to Verily an executed copy of any such sublicense agreement, provided that DexCom may reasonably redact from any amendment such sublicense agreement any confidential information of DexCom or the applicable sublicensee, [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. EXECUTION COPY and further provided that upon such delivery to Verily, the sublicense will be deemed effective as of the Existing Ag Agreement permitted date specified in the applicable sublicense agreement. Delivery to Verily of a standard sublicense template used by this Agreement ensures that the Existing Ag Agreement remains consistent DexCom with the terms of this Agreementmultiple customers, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensedresellers, or controlled by distributors in the ordinary course of its business will be sufficient for purposes of the delivery condition set forth in the preceding sentence. Without limiting the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, Parties will use good faith efforts to implement shared procedures to limit the Primary Patent Rights, and administrative burdens associated with complying with the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-Howforegoing delivery obligation.

Sublicensing. With respect to Partner may sublicense the rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall 2.1 to Third Parties provided that (i) use Commercially Reasonable Efforts Ironwood consents in writing to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and proposed sublicense prior to execution, which consent Ironwood may not unreasonably withhold, (ii) ensure that any amendment Partner provides Ironwood a copy of such proposed sublicense prior to execution thereof, and (iii) the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains terms of such sublicense are consistent with the terms of this Agreement, contains terms reasonably sufficient . [**] = Portions of this exhibit have been omitted pursuant to enable Legacy and its Affiliates to comply a confidential treatment request. An unredacted version of this exhibit has been filed separately with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by Commission. Notwithstanding the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of Partner will not under any circumstances grant a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any sublicense of the foregoingrights granted under Section 2.1 in any Major Country, other than to contract sales organizations under agreements pursuant to which Partner records all sales of Product derived from the efforts of such contract sales organization(s). Legacy shall, to Partner will notify Ironwood of the extent available or known to Legacy or any Affiliate thereof, promptly execution of each sublicense hereunder and provide Primary a copy of any such executed sublicense to Ironwood promptly following execution thereof. In addition, each Party will require any licensee or Sublicensee, whether within or outside the Territory, of Technology with respect to the Licensed Compound or the Product, to cross-license or sublicense executed otherwise transfer or convey back to the granting Party all Technology which such licensee or Sublicensee may develop or acquire so that any of such Technology will be Controlled by Ag Partnerthe granting Party for purposes and to the extent of the licenses to the other Party provided by Sections 2.1, any Affiliate thereof2.2, and 2.3 above and to transfer ownership of all Regulatory Submissions and Regulatory Approvals pertaining to the Licensed Compound or any other Legacy Licensee granting any Third Party any rights Product to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-Howupon a termination of this Agreement to the extent necessary for Partner to assign to Ironwood such Regulatory Submissions and Regulatory Approvals under Section 8.2.3(c) hereof.

Sublicensing. With respect to Partner may sublicense the rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall 2.1 to Third Parties provided that (i) use Commercially Reasonable Efforts Ironwood consents in writing to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and proposed sublicense prior to execution, which consent Ironwood may not unreasonably withhold, (ii) ensure that any amendment Partner provides Ironwood a copy of such proposed sublicense prior to execution thereof, and (iii) the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains terms of such sublicense are consistent with the terms of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by . Notwithstanding the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of Partner will not under any circumstances grant a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any sublicense of the foregoingrights granted under Section 2.1 in any Major Country, other than to contract sales organizations under agreements pursuant to which Partner records all sales of Product derived from the efforts of such contract sales organization(s). Legacy shall, to Partner will notify Ironwood of the extent available or known to Legacy or any Affiliate thereof, promptly execution of each sublicense hereunder and provide Primary a copy of any such executed sublicense to Ironwood promptly following execution thereof. In addition, each Party will require any licensee or Sublicensee, whether within or outside the Territory, of Technology with respect to the Licensed Compound or the Product, to cross-license or sublicense executed otherwise transfer or convey back to the granting Party all Technology which such licensee or Sublicensee may develop or acquire so that any of such Technology will be Controlled by Ag Partnerthe granting Party for purposes and to the extent of the licenses to the other Party provided by Sections 2.1, any Affiliate thereof2.2, and 2.3 above and to transfer ownership of all Regulatory Submissions and Regulatory Approvals pertaining to the Licensed Compound [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. or any other Legacy Licensee granting any Third Party any rights Product to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-Howupon a termination of this Agreement to the extent necessary for Partner to assign to Ironwood such Regulatory Submissions and Regulatory Approvals under Section 8.2.3(c) hereof.

Sublicensing. With The license contained in Section 2.1(a) includes the right to grant sublicenses in the PV Field only to Third Parties other than TISICS Competitors (each Third Party sublicensee, a “ESLR1 Sublicensee”), provided that ESLR1 shall remain responsible for the performance of the ESLR1 Sublicensees hereunder and any such sublicense granted by ESLR1 shall be pursuant to a written agreement that is at least as protective of TISICS, with respect to the rights granted license contained in Sections 4.2(a) and 4.2(dSection 2.1(a), respectivelyas this Agreement and provided that TISICS has consented to the granting of such sublicense, Legacy such consent not to be unreasonably withheld or delayed, provided further that ESLR1 may grant Evergreen and Evergreen’s Affiliates a sublicense without TISICS’ consent or any requirement of a written agreement (but subject to prior written notice of such sub-license being given to TISICS). ESLR1 Sublicensees shall only not have the right to grant any further sublicenses under any such sublicense such rights to granted by ESLR1. The terms of the extent necessary to enable Legacy to agreement with ESLR1 Sublicensees will expressly prohibit in writing all of its ESLR1 Sublicensees from exercising the license grant the rights set forth contained in Section 5.1(a2.1(a) and (but not any other sublicenses such ESLR1 Sublicensee may be granted, for example, under the Composite Field License Agreement or Other Fields License Agreement) outside the PV Field. Subject to Section 5.1(b) of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.42.5, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies purchaser of SiC Fiber in the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and (ii) ensure that any amendment of the Existing Ag Agreement permitted PV Field shall, by this Agreement ensures that the Existing Ag Agreement remains consistent with the terms operation of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have receive the right to subcontract sell, offer for sale, resell, offer for resale, import and otherwise use such SiC Fiber in the production PV Field by operation of a Legacy Royalty Product to a third party without approval of Primarythe patent exhaustion/first sale doctrine, provided that any such subcontract but otherwise shall contain confidentialityreceive no licenses, intellectual property, and sublicenses or other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations rights under the Existing Ag Agreement (TISICS IP by virtue of its purchase of SiC Fiber in the PV Field from ESLR1 or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-HowESLR1 Sublicensee.

Sublicensing. With respect to the rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to Alpharma may grant the rights set forth in Section 5.1(a) and Section 5.1(b) sublicenses of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement licenses granted to Alpharma under Section 12.47.1; provided, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates however, that no sublicense granted by Alpharma pursuant to this Section 7.2 shall be valid unless: (i) use Commercially Reasonable Efforts Alpharma shall submit all proposed sublicense agreements to ensure that any Downstream Agreement satisfies the requirements set forth Tris for approval, which approval shall not be unreasonably withheld or delayed and which approval shall not be required in Section 5.1(c) connection with a sublicense to an Affiliate of the Existing Ag Agreement and Alpharma; (ii) ensure that Alpharma shall guarantee and be responsible for the making of all payments due, and the making of any amendment reports under this Agreement, with respect to sales of the Existing Ag Agreement permitted Products by this Agreement ensures that the Existing Ag Agreement remains consistent its Affiliates or sublicensees and their compliance with the all applicable terms of this Agreement, contains terms reasonably sufficient ; (iii) each Affiliate or sublicensee agrees in writing to enable Legacy maintain books and its Affiliates records and permit licensor to comply review such books and records pursuant to the relevant provisions; (iv) such sublicense agreement requires it to continue in full force and effect in accordance with the provisions terms and conditions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective the respective sublicense agreement upon the termination of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, and permits licensee to assign to licensor such sublicense agreements; and (v) such sublicense agreement requires such sublicensee to observe all other applicable terms of this Agreement. In addition, no sublicense granted by Alpharma pursuant to this Section 7.2 shall be valid unless each such Affiliate or sublicensee agrees in VDCswriting to maintain appropriate records and permit Tris, CDCsjointly with Alpharma to inspect such records and visit such facilities pursuant to the relevant provisions of Sections 5.2.8, Viamet Derived Products, Ag Partner Collaboration Derived Products6.5 and 6.6, and to observe all Patent Rights and Know-How with respect to any other applicable terms, of the foregoingthis Agreement. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, Alpharma shall promptly provide Primary Tris with notice of any sublicense granted pursuant to this Section 7.2, and provide a copy of any license or the executed sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights agreement to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-HowTris upon its request.

Sublicensing. With 2.2.1. Granting Licensee shall have the right to provide TSRI with one or more lists of potential sublicensees for preapproval, which preapproval shall not be unreasonably withheld or delayed by TSRI and which preapproval shall only be effective for [**] years. In connection with providing any list of potential sublicensees for preapproval, Licensee shall also indicate the expected indication(s) for Licensed Products for which it may be seeking sublicensees, which indication(s) is for informational purposes only and shall not be binding or a restriction or [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of the exhibit has been filed separately with the Commission. condition to Licensee’s ability or right to sublicense. Licensee shall have the right to grant sublicenses with respect to the rights granted conferred upon Licensee under this Agreement to any party on the list(s) who has been preapproved within the last [**] years; provided, however, that any such sublicense shall be subject in all respects to the provisions contained in this Agreement (excluding the payments due under Sections 4.2(a3 and 4, which are Licensee’s responsibility). Licensee’s sublicensee(s) and 4.2(d), respectively, Legacy shall only not have the right to further sublicense such without TSRI’s prior written consent, which consent shall not be unreasonably withheld or delayed. TSRI shall consider requests by Licensee’s sublicensee(s) to further sublicense on a case-by-case basis, which consideration shall take into account (a) the identity of the proposed sublicensee and (b) a review of selected provisions (or a redacted form) of an unexecuted draft of the proposed further sublicense agreement to confirm that TSRI’s rights are properly protected with respect to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(a) and Section 5.1(b) scope of the Existing Ag Agreementsublicense (Section 2.1), respectively (orthe corollary provisions of Section 2.4, upon any termination of the Existing Ag Agreement not triggering termination 2.5 and 9 of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner in the further sublicense agreement and its Affiliates shall (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and (ii) ensure that any amendment of the Existing Ag Agreement permitted by this Agreement ensures requirement that the Existing Ag Agreement remains consistent with the terms of this Agreement, contains terms reasonably sufficient further sublicense is subject in all respects to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement (excluding the payments due under Sections 3 and 4, which are protective of Primary, its Affiliates, Licensee’s responsibility). Any further sublicense agreement is subject in all respects to the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of contained in this Agreement (excluding the payments due under Sections 3 and sufficient 4, which are Licensee’s responsibility). Licensee shall forward to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary TSRI a copy of any license and all fully executed sublicense agreements (including further sublicenses by a sublicensee) within [**] days of execution, which copies may be redacted (except for the financial terms related to Sublicense Revenue) to preserve confidentiality. Notwithstanding the foregoing, Licensee and its preapproved sublicensees (including their further sublicensees to which TSRI has given consent) may sublicense their Affiliates without the preapproval or consent of TSRI and need not provide TSRI a copy of any executed sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-Howagreement with their Affiliates.

Sublicensing. With respect Egalet may grant sublicenses of the licenses granted to Egalet under Section 7.1, subject to Acura’s prior written consent for a sublicense in the rights United States to a Third Party to market or sell the Product (other than sublicenses granted in Sections 4.2(a) and 4.2(dto Third Parties acting as distributors or wholesalers or to Third Parties providing products or non-marketing/selling services to or on behalf of Egalet or its Affiliates), respectivelysuch consent not to be unreasonably withheld, Legacy shall only have delayed or conditioned, except in the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth case of [*****] which consent Acura may withhold in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreementits sole discretion (a “U.S. Sublicensee”); provided, respectively (orhowever, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall that (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) Egalet shall submit a copy of the Existing Ag Agreement draft of each such sublicense agreement with a U.S. Sublicensee to Acura at least [*****] before execution, which copy may be redacted as to financial information and Third Party confidential information not directly related to Products; (ii) ensure that Egalet shall submit a copy of each such executed sublicense agreement (other than sublicenses granted to Third Parties acting as distributors or wholesalers or to Third Parties providing products or non-marketing/selling services to or on behalf of Egalet or its Affiliates) to Acura, which copy may be redacted as to financial information and Third Party confidential information not directly related to Product; (iii) Egalet shall guarantee and be responsible for the making of all payments due, and the making of any amendment reports under this Agreement, with respect to sales of the Existing Ag Agreement permitted Product by this Agreement ensures that the Existing Ag Agreement remains consistent its Affiliates or sublicensees and their compliance with the all applicable terms of this Agreement; (iv) each Affiliate or sublicensee agrees in writing to maintain appropriate books and records relating to the Product and to permit Acura to review such books and records and visit such facilities for such review, contains terms reasonably sufficient pursuant to enable Legacy and its Affiliates to comply with the provisions of this Agreement Sections 5.2.5 and satisfy their obligations hereunder, 6.11; (v) such sublicense agreement requires it to continue in full force and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as effect in accordance with the terms contained in this Agreement are protective and conditions of Primary, its Affiliates, the Primary Patent Rights, and respective sublicense agreement upon the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production termination of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and permits Egalet to assign to Acura such sublicense agreements; and (vi) such sublicense agreement requires such sublicensee to observe all Patent Rights other applicable terms of this Agreement. No sublicense granted by Egalet shall be valid unless it has complied with this Section 7.2. ***** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Know-How Exchange Commission; omitted portions have been separately filed with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-HowCommission.

Sublicensing. With respect Egalet may grant sublicenses of the licenses granted to Egalet under Section 7.1, subject to Acura’s prior written consent for a sublicense in the rights United States to a Third Party to market or sell the Product (other than sublicenses granted in Sections 4.2(a) and 4.2(dto Third Parties acting as distributors or wholesalers or to Third Parties providing products or non-marketing/selling services to or on behalf of Egalet or its Affiliates), respectivelysuch consent not to be unreasonably withheld, Legacy shall only have delayed or conditioned, except in the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth case of [*****] which consent Acura may withhold in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreementits sole discretion (a “U.S. Sublicensee”); provided, respectively (orhowever, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall that (i) use Commercially Reasonable Efforts to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) Egalet shall submit a copy of the Existing Ag Agreement draft of each such sublicense agreement with a U.S. Sublicensee to Acura at least [*****] before execution, which copy may be redacted as to financial information and Third Party confidential information not directly related to Products; (ii) ensure that Egalet shall submit a copy of each such executed sublicense agreement (other than sublicenses granted to Third Parties acting as distributors or wholesalers or to Third Parties providing products or non-marketing/selling services to or on behalf of Egalet or its Affiliates) to Acura, which copy may be redacted as to financial information and Third Party confidential information not directly related to Product; (iii) Egalet shall guarantee and be responsible for the making of all payments due, and the making of any amendment reports under this Agreement, with respect to sales of the Existing Ag Agreement permitted Product by this Agreement ensures that the Existing Ag Agreement remains consistent its Affiliates or sublicensees and their compliance with the all applicable terms of this Agreement; (iv) each Affiliate or sublicensee agrees in writing to maintain appropriate books and records relating to the Product and to permit Acura to review such books and records and visit such facilities for such review, contains terms reasonably sufficient pursuant to enable Legacy and its Affiliates to comply with the provisions of this Agreement Sections 5.2.5 and satisfy their obligations hereunder, 6.11; (v) such sublicense agreement requires it to continue in full force and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as effect in accordance with the terms contained in this Agreement are protective and conditions of Primary, its Affiliates, the Primary Patent Rights, and respective sublicense agreement upon the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production termination of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and permits Egalet to assign to Acura such sublicense agreements; and (vi) such sublicense agreement requires such sublicensee to observe all Patent Rights other applicable terms of this Agreement. No sublicense granted by Egalet shall be valid unless it has complied with this Section 7.2. ***** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Know-How Exchange Commission; omitted portions have been separately filed with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-How.Commission

Sublicensing. With respect to the rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(a) and Section 5.1(b) Sublicenses of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement licenses granted to River’s Edge under Section 12.42.1.1 may be granted by River’s Edge; provided, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates however, in all cases, no sublicense granted by River’s Edge pursuant to this Section 2.2 shall be valid unless: (i) use Commercially Reasonable Efforts River’s Edge shall submit the proposed sublicense or distribution agreement to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and DUSA for written approval prior to execution, which approval shall not be unreasonably withheld or delayed; (ii) ensure that River’s Edge shall guarantee and be responsible for, as applicable, the performance of, or the making of all payments due and the making of any amendment of the Existing Ag Agreement permitted by reports under this Agreement ensures that with respect to sales of Licensed Products by its Affiliates and Sublicensees and, in each case, the Existing Ag Agreement remains consistent Affiliate’s and Sublicensee’s compliance with the all applicable terms of this Agreement; (iii) such sublicense agreement shall provide that the Sublicensee shall be jointly and severally liable with River’s Edge for any royalty payments due to DUSA under this Agreement and shall contain the consent to jurisdiction and governing law provisions of this Agreement with respect to the royalty payment obligations; and (iv) as applicable, contains terms reasonably sufficient each Affiliate or Sublicensee agrees in writing to enable Legacy maintain books and records and permit DUSA to review such books and records pursuant to the relevant provisions, and to observe all other applicable terms, of this Agreement. River’s Edge shall promptly provide DUSA with notice of any sublicense granted pursuant to this Section 2.2, and provide a copy of the applicable agreement to DUSA upon its Affiliates request. Notwithstanding anything here and to comply the contrary, River’s Edge may enter into a sublicense agreement with Tiber Laboratories, LLC (“Tiber”) to allow Tiber to market the Licensed Products under Tiber’s label and NDC Number, provided that such agreement binds Tiber to all of the provisions of this Agreement Section 2.2; and satisfy their obligations hereunderfurther provided, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any Tiber may not assign such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereofagreement, or any other Legacy Licensee granting any Third Party any rights to any VDCsobligations thereunder, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-Howwithout DUSA’s prior written consent.

Sublicensing. With respect 3.1. Licensee may not sublicense its rights under this Agreement to any other Person without the prior written consent of Licensor, except that Licensee may sublicense the license rights granted in Sections 4.2(a) and 4.2(d), respectively, Legacy shall only have the right to sublicense such rights to the extent necessary to enable Legacy to grant the rights set forth in Section 5.1(a) and Section 5.1(b) of the Existing Ag Agreement, respectively (or, upon any termination of the Existing Ag Agreement not triggering termination of this Agreement it under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall Article 2 without Licensor’s prior written consent to: (i) use Commercially Reasonable Efforts its Affiliates that are Controlled by Licensee (but which shall in no case include any Prohibited Persons or be subject to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) Part 2 of the Existing Ag Agreement and Schedule 16.5), (ii) ensure that any amendment those manufacturers set forth on Exhibit E who are engaged at such time to manufacture the Licensed Products on Licensee’s behalf, and (iii) those distributors set forth on Exhibit E who are engaged at such time to distribute the Licensed Products on Licensee’s behalf, in each case of the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains consistent with the terms of this Agreement, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunder, and contains terms substantially as protective of Primary, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement foregoing (or any Downstream Agreementii) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreementiii), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How with respect to any of the foregoing. Legacy shall, to the extent available Licensee and such manufacturers or distributors, as applicable, are parties to a Contract which includes substantially the same terms (other than pricing terms) that exist in those Contracts between the Transferred Companies and such third party manufacturers or distributors, as applicable, in existence as of the Effective Date. Any new third party manufacturers or distributors not otherwise provided for under this Section 3.1 may be added to Exhibit E if they (x) are approved in advance by Licensor, such approval not to be unreasonably withheld, conditioned or delayed, or (y) subject in all respects to compliance with this Section 3, are of the same quality, reputation and solvency in all material respects as the manufacturers or distributors already set forth on Exhibit E. Notwithstanding the foregoing, Licensee may not provide Licensed Products to any distributors known by Licensee to Legacy (i) intentionally redistribute, or (ii) repeatedly redistribute, such Licensed Products outside the Territory and to the extent that Licensee becomes aware that any Affiliate thereofdistributors are distributing Licensed Products outside the Territory, Licensee shall promptly provide Primary notify Licensor and, if applicable, stop selling Licensed Products to any such distributors. Notwithstanding anything else in this Agreement, Licensee shall not sublicense its rights under this Agreement to any Prohibited Person and shall not attempt any sublicense subject to Part 2 of Schedule 16.5, and any attempted sublicense to a copy of any license Prohibited Person or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights subject to any VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-HowPart 2 of Schedule 16.5 shall be deemed null and void.

Sublicensing. With respect to the rights granted in Sections 4.2(aLICENSEE (and its Affiliate sublicensees) and 4.2(d), respectively, Legacy shall only have the right to sublicense such the rights under the Patents, Improvements and Know-How to its Affiliates without the prior approval of RUSH. In addition, upon the prior written approval of RUSH, which approval may not be unreasonably withheld, delayed or conditioned, LICENSEE may sublicense the rights under the Patents, Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL TREATMENT REQUESTED Improvements and Know-how to Third Parties. To the extent necessary a sublicense to enable Legacy a Third Party is approved by RUSH, LICENSEE shall pay to grant the rights RUSH, in lieu of any royalty payment obligation set forth in Section 5.1(a) and Section 5.1(b6.3.1 or 6.3.2 hereof, [***] percent ([***]%) of the Existing Ag Agreement, respectively (or, upon any termination sublicensing revenue received from such Third Party in respect of such sublicense. Such sublicense revenue means any consideration paid to LICENSEE from a Third Party sublicensee of LICENSEE in consideration of the Existing Ag Agreement not triggering termination grant of this Agreement sublicenses under Section 12.4, any Downstream Agreement surviving such termination). Ag Partner and its Affiliates shall (i) use Commercially Reasonable Efforts the rights granted LICENSEE pursuant to ensure that any Downstream Agreement satisfies the requirements set forth in Section 5.1(c) of the Existing Ag Agreement and (ii) ensure that any amendment of the Existing Ag Agreement permitted by this Agreement ensures that the Existing Ag Agreement remains consistent with the terms of this Agreement. Such consideration shall include, contains terms reasonably sufficient to enable Legacy and its Affiliates to comply with the provisions of this Agreement and satisfy their obligations hereunderbut not be limited to, and contains terms substantially as protective of Primaryroyalty payments, its Affiliates, and any successor or assignee thereof, and the intellectual property rights owned, licensed, or controlled by the foregoing, as the terms contained in this Agreement are protective of Primary, its Affiliates, the Primary Patent Rights, and the Primary Know-How. For clarification, Legacy, its Affiliates, and Legacy Licensees have the right to subcontract the production of a Legacy Royalty Product to a third party without approval of Primary, provided that any such subcontract shall contain confidentiality, intellectual property, and other provisions reasonably consistent with those of this Agreement and sufficient to ensure Legacy Licensees’ ability to fulfill their obligations under the Existing Ag Agreement (or any Downstream Agreement) and protect Legacy’s interests under the Existing Ag Agreement (or any Downstream Agreement), and Primary’s interests under this Agreement, in VDCs, CDCs, Viamet Derived Products, Ag Partner Collaboration Derived Products, and all Patent Rights and Know-How equity investments with respect to any amounts in excess of the foregoingfair market value of such equity, milestone payments, up-front or other lump sum payments and payments for research and development services. Legacy shallIf LICENSEE receives anything of value in lieu of cash payments in consideration for the sublicense of the Patents, Improvements and/or Know-how to the extent available or known to Legacy or any Affiliate thereof, promptly provide Primary a copy of any license or sublicense executed by Ag Partner, any Affiliate thereof, or any other Legacy Licensee granting any Third Party any rights sublicensee, then LICENSEE shall assess a sublicense revenue value on such transaction based on the fair market value of such payment. Revenue as described herein does not include revenue generated from services or revenues from sales or licensing of products that are not within the scope of the Technology. In the event this Section 6.3.3 becomes operative such that LICENSEE is obligated to any VDCspay RUSH a portion of sublicensing fee revenue in lieu of royalty payments, CDCsthen, Viamet Derived Productsin addition to the sublicensing fee payments contemplated by this Section 6.3.3, Ag Partner Collaboration Derived Products, Legacy Patents, Legacy Know-How, Primary Patents, or Primary Know-How.LICENSEE shall also make the following payments to RUSH: