Common use of Third Party Licenses Clause in Contracts

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (ai) Intrexon shall obtainIf NVS reasonably determines that rights to a Third Party’s Intellectual Property Rights are [***] in connection with the Development, at its sole expenseManufacture or Commercialization of a Candidate or Product, any licenses from then NVS will have the right to enter into a Third Parties that are required Party License in order to permit such Development, Manufacture or Commercialization. Notwithstanding the foregoing, where NVS reasonably determines that rights to a Third Party’s Patent Rights or Third Party Know-How are [***] for NVS to practice the Intrexon Channel HMI Platform Technology in accordance with the Field where licenses granted to NVS pursuant to Section 4.1 (License Grants to NVS) (such Third Party Patent Rights “HMI Necessary Rights”), NVS will first provide HMI with written notice of any such Third Party License that it intends to enter, and HMI will have the licensed intellectual property is reasonably necessary right to enter into such Third Party License itself within [***] of HMI’s receipt of such notice on terms and conditions determined by HMI with HMI responsible for Intrexon all costs and expenses incurred in connection with securing any such license. If HMI fails to conduct genetic enter into any such Third Party License within such [***] period, then will NVS have the right to enter into any such Third Party License itself. If NVS does enter into such Third Party License in accordance with this paragraph, then NVS may determine the terms and cell engineering conditions of any such Third Party License and related analytic activities under JSCsubject to this remainder of this Section 11.7.2(c) (Third Party Licenses), will be responsible for all costs and expenses incurred in connection with securing any such license. (ii) Subject to Section 11.7.3 (Cumulative Effect of Royalty Reductions), the amount of any Royalties due to HMI pursuant to Section 11.7.1 (Royalty Rates) with respect to the applicable Product in such country during such Calendar Quarter will be reduced, on a Product-approved project plans for the Aquaculture Program by-Product and country-by-country basis, by an amount equal to: (but specifically excluding intellectual property directed A) [***]% of any royalty or other payments paid by NVS or its Affiliates pursuant to any specific target genes, genetic transformation methodologies, (1) Third Party License entered into by NVS or processes its Affiliates for; or methods for harvesting, culturing, formulating, (2) Third Party Infringement Losses incurred by or otherwise manufacturing AquaBounty Products) on behalf of NVS and its Affiliates with respect to any Product (“Supplemental excluding In-Licensed Vivo [***] Products in the U.S.) for in each of (1) and (2), HMI Necessary Rights with respect to a Product in the applicable country; and (B) [***]% of any royalty or other payments paid by NVS or its Affiliates pursuant to any (1) other Third Party IP”License entered into by NVS or its Affiliates with respect to such Product in such country or (2) Third Party Infringement Losses incurred by or on behalf of NVS or its Affiliates with respect to any Product (excluding In-Vivo [***] Products in the U.S.). Other , in each of (1) and (2), other than with respect to Supplemental In-Licensed Third Party IPthe HMI Necessary Rights. (iii) Notwithstanding anything to the contrary in this Agreement, AquaBounty HMI shall be remain solely responsible for obtainingthe payment of any royalty, at its sole expensemilestone, any licenses from and other payment obligations, if any, due to Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, connection with any HMI Licensed Technology or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred Licenses that (A) has been licensed to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty HMI or its Affiliates or threatens and is sublicensed to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations NVS under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents (B) relates to covenants or other intellectual property rights owned obligations agreed by HMI or controlled by that its Affiliates prior to the Effective Date with any Third PartyParty relating to any HMI Licensed Technology or any Candidate or Product, (collectively, the receiving “HMI Third Party Obligations”), including pursuant to the COH License and the Caltech License. All such payments in respect of the HMI Third Party Obligations shall inform be made promptly by HMI in accordance with the other party thereof within five (5) business daysterms of the applicable Third Party License.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Fibroblast Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Fibrocell Products or Improved Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Fibrocell Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Fibrocell Products, AquaBounty Fibrocell shall use commercially reasonable efforts to ensure that AquaBounty Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Fibrocell or shall disclose in writing to AquaBounty Fibrocell all of such terms and conditions that are applicable to AquaBountyFibrocell. AquaBounty Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (aI) Intrexon shall obtain, at its sole expense, [**] deems necessary for a license or other rights or to incur an obligation to make payments to any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary return for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such noticePatent Rights and other intellectual property rights necessary or useful to make or have made Collaboration Product in any country in the Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in a Collaboration Product in the Territory. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [**] shall have the right to pursue incorporate Third Party payments made to any Third Party within the [**] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [**] shall provide to [**] a summary of the subject matter of the proposed license and the proposed financial terms and consider in good faith any comments or suggestions [**] may timely provide in relation thereto. In the event that ViaCell becomes aware of any Third Party intellectual property rights that ViaCell believes in good faith would be necessary or useful in connection with the manufacturing or Commercialization of Collaboration Products, ViaCell shall identify such Third Party intellectual property rights to Amgen and the parties shall discuss in good faith whether obtaining a license under Complementary In-Licensed would be beneficial. (II) [**] deems necessary for a license or other rights or to incur an obligation to make payments to any Third Parties in return for a license to Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP Patent Rights and other intellectual property rights necessary or useful to make or have made Cell Therapy Product(s) in any country in the Field except Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in cooperation a Cell Therapy Product in the Territory. [**] shall have the right to incorporate Third Party payments made to any Third Party within the [**] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [**] shall provide to [**] a summary of the subject matter of the proposed license and the proposed financial terms and consider in good faith any comments or suggestions [**] may timely provide in relation thereto. In the event that Amgen becomes aware of any Third Party intellectual property rights that Amgen believes in good faith would be necessary or useful in connection with AquaBounty the manufacturing or future Commercialization of Cell Therapy Products, Amgen shall identify such Third Party intellectual property rights to ViaCell and for the benefit of an AquaBounty Product or Parties shall discuss in good faith whether obtaining a license would be beneficial. Notwithstanding the Aquaculture Program. For the avoidance of doubtforegoing, Intrexon ViaCell may at any time not obtain a license under Complementary In-Licensed to Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides Patent Rights to seek to obtain such make or have made a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains Cell Therapy Product without the prior written consent of Intrexon Amgen if the license requires ViaCell to pay, on a product-by-product basis a percentage-based royalty that exceeds (A) [**] or (B) together with all other percentage-based royalties owed to Third Parties for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely make or have made such Cell Therapy Products entered into by IntrexonViaCell without Amgen's prior written consent, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[**]. (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Bacteriophage Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologiesmethods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing AquaBounty Ampliphi Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Ampliphi Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Ampliphi Products and to the Field. As provided above in Section 3.8(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-In- Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Notwithstanding the foregoing sentence, [*****] shall have the right to acquire exclusive rights to Supplemental In-Licensed Third Party IP outside the Field if (i) such rights outside the Field are limited specifically to non-genetically modified bacteriophages and, (ii) [*****] provides [*****] with thirty days notice prior to execution of any such exclusive rights to Supplemental In-Licensed Third Party IP. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Ampliphi or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Ampliphi Products, AquaBounty Ampliphi shall use commercially reasonable efforts to ensure that AquaBounty Ampliphi will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Ampliphi under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Ampliphi or shall disclose in writing to AquaBounty Ampliphi all of such terms and conditions that are applicable to AquaBountyAmpliphi. AquaBounty Ampliphi shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Ampliphi as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense[*****], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic identify and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program characterize human antibodies (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, expressing monoclonal antibodies from cloned cells or otherwise manufacturing AquaBounty Productsmethods of treating humans with antibodies for purposes of therapy) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense[*****], any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Synthetic Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Synthetic Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense[*****], provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. For purposes of clarity, the foregoing requirement shall not restrict [*****] ability with respect to licensing intellectual property owned by a Third Party that is not required in order for [*****] to lawfully make, use, sell, offer for sale, or import Synthetic Products. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Synthetic or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Synthetic Products, AquaBounty Synthetic shall use commercially reasonable efforts to ensure that AquaBounty Synthetic will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Synthetic under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Synthetic or shall disclose in writing to AquaBounty Synthetic all of such terms and conditions that are applicable to AquaBountySynthetic. AquaBounty Synthetic shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Synthetic as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses Takeda understands and acknowledges that certain rights contained within the Affymax Technology have been licensed to Affymax from certain Third Parties pursuant to those license agreements entered into as of the Effective Date and set forth in Exhibit I (the "Existing Third Party License Agreements") and that Takeda's rights under such Affymax Technology are required subject to the following terms and conditions set forth in order such agreements: (i) [*] Nektar Agreement, which provides that [*] (including without limitation [*] granted to practice Takeda under this Agreement) shall [*], and (ii) [*] Nektar Agreement, which provides that the Intrexon Channel Technology terms [*] the terms and conditions [*]. Promptly after the Effective Date, Affymax shall use commercially reasonable efforts to request [*] that, in the event that [*] (other than [*] this Agreement), Affymax shall be entitled to receive [*] for [*] contemplated hereunder, provided that in no event shall the failure [*] commercially reasonable efforts [*]. Affymax shall allow and fully cooperate with Takeda in connection with [*]; if Affymax fails to [*] within a reasonable time, then Takeda upon reasonable advance written notice to Affymax, may [*]. The foregoing provision of this Section 6.7(a) shall apply mutatis mutandis to the situation where the [*] is actually terminated for any reason and both Parties need a license under the [*] for the purpose of this Agreement. Affymax shall, during the Term, maintain the Third Party License Agreements in full force and effect and shall not amend or modify such Third Party License Agreements in a manner that would reasonably be expected to have an adverse affect on Takeda's rights and obligations hereunder and Takeda's efforts to Develop and Commercialize the Product in the Field where and in the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”Territory. (b) In the event that either a Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue believes that a license under Supplemental In-Licensed certain Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not technology would be obligated to) obtain such a license directly if the Third Party owner necessary or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP useful with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed Development and Commercialization of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth Product in the applicable upstream license agreementLicensed Territory, subject then such Party shall notify the JSC. The Parties, working through the JSC, shall cooperate to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of obtain any such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of licenses under such terms and conditions that are applicable to AquaBountyas may be authorized by the JSC. AquaBounty Any acquisition or license agreement entered into by the Parties in accordance with this Section 6.7(b) shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from hereinafter called a "Future Third Party concerning activities License Agreement." The effects of a payments made under Future Third Party taken License Agreements on royalties payable hereunder are described in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business daysSection 8.6(b).

Third Party Licenses. (ai) Intrexon Subject to Sections 8.4(h)(ii) and 8.4(h)(iii), (x) SANOFI-AVENTIS shall obtainreimburse MERRIMACK for the [**], at its sole expensethat become payable after the Effective Date, any of all Existing Third Party Licenses and (y) SANOFI-AVENTIS shall be responsible for the [**], of all Third Party licenses from (for clarity excluding licenses for Listed Third Party Patents) entered into by SANOFI-AVENTIS with Third Parties after the Effective Date that are required in order necessary so as not to practice the Intrexon Channel Technology infringe any Third Party Patent Rights in the Field where the licensed intellectual property is reasonably necessary manufacture, use, offer for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program sale, sale or importation of Collaboration Compounds or Licensed Products hereunder (but specifically excluding intellectual property directed to any specific target geneseach such arrangement, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other other than with respect to Supplemental In-Licensed any Listed Third Party IPPatent, AquaBounty a “Third Party License”, and the [**], of all such Third Party Licenses as set forth in clauses (x) and (y), excluding costs related to licenses for Listed Third Party Patents, “Third Party License Costs”). The Parties agree that SANOFI-AVENTIS shall take the lead in negotiating and entering into any Third Party Licenses after the Effective Date, provided that [**] percent ([**]%) of the Third Party License Costs directly paid by SANOFI-AVENTIS to the applicable licensors shall be subject to deduction by SANOFI-AVENTIS pursuant to Section 8.4(h)(iii). (ii) Notwithstanding the foregoing, as between the Parties, MERRIMACK shall take the lead in negotiating and entering into appropriate licensing arrangements for the Listed Third Party Patents, and shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”)[**]. Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 MERRIMACK shall keep the other Party SANOFI-AVENTIS reasonably informed of the status of such negotiations. If MERRIMACK determines that, despite MERRIMACK’s good faith efforts, MERRIMACK is or will likely be unable to successfully negotiate and enter into appropriate licensing arrangements for any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Listed Third Party IP shall be borne solely by IntrexonPatent(s), and (ii) or MERRIMACK otherwise determines to terminate efforts to negotiate licensing arrangements for any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Listed Third Party IP (and, to the limited extent provided in subsection (bPatent(s), Supplemental InMERRIMACK shall notify SANOFI-Licensed AVENTIS thereof and SANOFI-AVENTIS shall have the right to assume responsibility for negotiating and entering into appropriate licensing arrangements for such Listed Third Party IP) Patent(s), in which event SANOFI-AVENTIS shall be use comparable Commercially Reasonable Efforts to negotiate and enter into such licensing arrangements on the most favorable financial terms possible [**] resulting from such licensing arrangements, provided however that [**] (so that all such costs are ultimately borne solely by AquaBounty except [**] as set forth in Section 10.4(h). (d) For any if [**] has entered itself into such licensing arrangements for such Listed Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(hPatent(s)). (eiii) The licenses granted to AquaBounty under Section 3.1 SANOFI-AVENTIS may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions deduct from any royalties that are applicable subsequently due to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations MERRIMACK under this Agreement, which notice alleges infringement on a Therapeutic Product-by-Therapeutic Product and country-by-country basis, up to [**] percent ([**]%) of any Third Party License Costs actually paid by SANOFI-AVENTIS pursuant to Section 8.4(h)(i) above, either as a reimbursement to MERRIMACK with respect to Existing Third Party ofLicenses or directly to SANOFI-AVENTIS’s Third Party licensor(s), or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, as the receiving Party shall inform the other party thereof within five (5) business dayscase may be.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Alkaloid Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologiesactive pharmaceutical ingredients or chemical intermediates thereof, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing AquaBounty Genopaver Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Genopaver Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Genopaver Products and to the Field. As provided above in Section 3.8(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. Notwithstanding the foregoing, [*****] shall not be required to provide drafts or an unexecuted version of a definitive license agreement with respect to Complementary In-Licensed Third Party IP if and to the extent that (i) doing so would result in a loss of the protections granted under Fed. R. Evid. 408, and (ii) the Parties after duly consulting with one another have not executed a suitable common legal interest or other agreement to prevent such loss of protections. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Genopaver or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Genopaver Products, AquaBounty Genopaver shall use commercially reasonable efforts to ensure that AquaBounty Genopaver will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Genopaver under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Genopaver or shall disclose in writing to AquaBounty Genopaver all of such terms and conditions that are applicable to AquaBountyGenopaver. AquaBounty Genopaver shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Genopaver as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days. (g) Intrexon may notify Genopaver from time to time that it has, as expressly permitted under Section 3.6, entered into a definitive commercial agreement with a Third Party, including with another channel collaborator, which agreement involves the use of Alkaloids outside of the Field. To the extent that such commercial agreement with the Third Party grants exclusive rights under or to the Intrexon IP, and to the extent that Genopaver’s activities Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. otherwise permitted under Section 3.1(c) could or does overlap with those exclusive rights granted to the Third Party, Genopaver’s rights under Section 3.1(c) upon such notice shall be automatically and immediately restricted such that Genopaver would no longer be licensed under the Intrexon IP to make, use, sell, or offer for sale the Genopaver Products for any Permitted Ancillary Commercial Uses that would conflict with the exclusive rights so-granted to the Third Party. Any notice by Intrexon under this Section 3.8(f) will explain with sufficient detail the scope of rights granted to any such Third Party and the effective date and term of such rights to permit Genopaver to assess the scope of such restriction hereunder, and will identify any significant prior Genopaver activities known to Intrexon that were previously permitted under Section 3.1(c) but that would thereafter be prohibited by operation of this Section 3.8(g) and such notice. Nothwithstanding the foregoing, Genopaver will be give sixty (60) days from receipt of any such notice under this Section 3.8(g) to sell, use, or otherwise dispose of any inventory (including for Permitted Ancillary Commercial Uses) affected by such notice.

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon directed to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for Intrexon’s in vivo expression system or the Aquaculture Program specific effector molecule used in the Existing Cancer Programs as of the Effective Date (but specifically excluding intellectual property directed to any other specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Productseffector molecules) (“Supplemental In-Licensed Required Third Party IP”). Other than with respect to Supplemental In-Licensed Required Third Party IP, AquaBounty ZIOPHARM shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty ZIOPHARM determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty ZIOPHARM Products (“Complementary In-Licensed Blocking Third Party IP”). Supplemental In-Licensed Required Third Party IP and Complementary In-Licensed Blocking Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”). (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Required Third Party IP or Complementary In-Licensed Blocking Third Party IP, such Party shall so notify the other PartyParty in writing, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the AquaBounty ZIOPHARM Products and to the Field. As provided above in Section 3.8(a3.7(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Required Third Party IP, and AquaBounty ZIOPHARM hereby covenants that it shall not itself directly license such Supplemental In-Licensed Required Third Party IP at any time, provided that AquaBounty ZIOPHARM may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Required Third Party IP brings an infringement action against AquaBounty ZIOPHARM or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Required Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Blocking Third Party IP, subject to Section 3.8(c3.7(c), AquaBounty ZIOPHARM shall have the right to pursue a license under Complementary In-Licensed Blocking Third Party IP, at AquaBountyZIOPHARM’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Blocking Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBountyZIOPHARM. (c) AquaBounty ZIOPHARM shall provide the proposed terms of any license under Complementary In-Licensed Blocking Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Blocking Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty ZIOPHARM obtains a license under Supplemental In-Licensed Required Third Party IP, AquaBounty ZIOPHARM shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Required Third Party IP to the IPC. If AquaBounty ZIOPHARM acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.8 3.7 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Required Third Party IP shall be borne solely by IntrexonIntrexon and shall not be included as an Allowable Expense, and (ii) any costs incurred by AquaBounty ZIOPHARM in obtaining and maintaining licenses to Complementary In-Licensed Blocking Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Required Third Party IP) shall be borne solely by AquaBounty except treated as set forth an Allowable Expense in Section 10.4(h)determining Product Profit. (d) For any Third Party license under which AquaBounty ZIOPHARM or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization commercialization of AquaBounty ZIOPHARM Products, AquaBounty ZIOPHARM shall use commercially reasonable efforts to ensure that AquaBounty ZIOPHARM will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty ZIOPHARM under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.7(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty ZIOPHARM or shall disclose in writing to AquaBounty ZIOPHARM all of such terms and conditions that are applicable to AquaBountyZIOPHARM. AquaBounty ZIOPHARM shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty ZIOPHARM as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Melioidosis Program (but Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. specifically excluding intellectual property directed to any specific target genesantibodies, genetic transformation methodologiesmethods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing AquaBounty Soligenix Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Soligenix Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Soligenix Products and to the Field. As provided above in Section 3.8(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as set forth in Section 10.4(h)amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) For any Third Party license under which AquaBounty Soligenix or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Soligenix Products, AquaBounty Soligenix shall use commercially reasonable efforts to ensure that AquaBounty Soligenix will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Soligenix under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any All such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Soligenix or shall disclose in writing to AquaBounty Soligenix all of such terms and conditions that are applicable to AquaBountySoligenix. AquaBounty Soligenix shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Soligenix as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Fibroblast Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Fibrocell Products or Improved Products, or Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Fibrocell Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Fibrocell Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as set forth in Section 10.4(h)amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) For any Third Party license under which AquaBounty Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Fibrocell Products, AquaBounty Fibrocell shall use commercially reasonable efforts to ensure that AquaBounty Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Fibrocell or shall disclose in writing to AquaBounty Fibrocell all of such terms and conditions that are applicable to AquaBountyFibrocell. AquaBounty Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense[*****], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards the manufacture of gene constructs, genetic transformation, methods for Intrexon to conduct altering or controlling genetic and expression, or cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program lines (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty ProductsLantibiotic) (“Supplemental In-Licensed [*****] Third Party IP”). Other than with respect to Supplemental In-Licensed [*****] Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Oragenics Products (“Complementary In-Licensed [*****]Third Party IP”). Supplemental In-Licensed [*****] Third Party IP and Complementary In-Licensed [*****] Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed [*****] Third Party IP or Complementary In-Licensed [*****]Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the AquaBounty Oragenics Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed [*****] Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed [*****] Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed [*****] Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed [*****] Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed [*****] Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed [*****] Third Party IP, at AquaBounty’s [*****] sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. doubt, Intrexon may at any time obtain a license under Complementary In-Licensed [*****] Third Party IP outside the Field, at Intrexon’s [*****] sole expense, provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed [*****] Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed [*****] Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed [*****] Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed [*****] Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed [*****] Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed [*****] Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed [*****] Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Oragenics Products, AquaBounty Oragenics shall use commercially reasonable efforts to ensure that AquaBounty Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Oragenics or shall disclose in writing to AquaBounty Oragenics all of such terms and conditions that are applicable to AquaBountyOragenics. AquaBounty Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. If any Third Party holds a Patent Right (aa “Blocking Patent”) Intrexon shall obtain, at that claims a Collaboration Compound or its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology manufacture or use in the Field in the United States or Japan or in a country in the Territory where the licensed intellectual property a Licensed Product including such Collaboration Compound is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genesbeing manufactured, genetic transformation methodologies, used or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Partysold, and if it should prove in ▇▇. ▇▇▇▇’▇ (in the IPC shall discuss such In-Licensed Program IP and its applicability to case of the AquaBounty Products and to Territory) or Targacept’s (in the Field. As provided above in Section 3.8(a)case of the United States or Japan) bona fide, Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that good faith judgment impractical or impossible for it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens Sublicensees to bring commence or continue the manufacture, use or sale of such action Licensed Product in such country without obtaining a license under such Blocking Patent (a “Third Party License”) and if the other Party does not deliver to the extent licensee Party an opinion without material qualifications from nationally recognized patent counsel in such threats would reasonably be considered country to subject the effect that such manufacture, use or sale does not and will not infringe such Blocking Patent: (a) if the Blocking Patent is held in the Territory, then Targacept shall have the right, for a period of [********], to use commercially reasonable, good faith efforts to negotiate and obtain a Third Party owner or licensee License on commercially reasonable terms acceptable to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such noticethe Parties and thereafter ▇▇. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty ▇▇▇▇ shall have the right to pursue a license under Complementary In-Licensed use commercially reasonable, good faith efforts to negotiate and obtain such Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use License on commercially reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP acceptable to the IPC for review and discussion prior to signingParties, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP either case with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) the cost of obtaining such license (including any costs incurred by Intrexon in obtaining and maintaining licenses up-front license fees or other up-front payments) to Supplemental In-Licensed Third Party IP shall be borne solely equally by Intrexonthe Parties, and (ii) any royalties or other amounts payable in the future and ▇▇. ▇▇▇▇’▇ share of the costs incurred by AquaBounty in of obtaining and maintaining licenses to Complementary In-Licensed such license, amortized over the term of the Third Party IP (andLicense, to be added to the limited extent provided in subsection Cost of Goods Sold for purposes of calculating Net Profit from the sale of Licensed Products payable pursuant to Section 7.2; (b), Supplemental In-Licensed ) if the Blocking Patent is held by any Third Party IPin the United States or Japan, Targacept shall have the right to use commercially reasonable, good faith efforts to negotiate and obtain a Third Party License on commercially reasonable terms, with the cost of obtaining such license (including any up-front license fees or other up-front payments) shall to be borne solely by AquaBounty except Targacept, and any royalties or other amounts payable in the future to be allocated between the Parties so that the ratio of Targacept’s portion to ▇▇. ▇▇▇▇’▇ portion is equal to the ratio of Targacept’s historic (or, if sales of such Licensed Product have not commenced, based on Targacept’s good faith projection of) net profits on Net Sales of the Licensed Products in the United States or Japan (as the case may be) to ▇▇. ▇▇▇▇’▇ royalties from the sale of Licensed Products in such country during the Full Royalty Term (or [********] of such royalties during the Partial Royalty Term), with ▇▇. ▇▇▇▇’▇ share of such costs to be set forth off against any payments owed to ▇▇. ▇▇▇▇ by Targacept pursuant to Section 7.3; provided, however, that in no event shall the aggregate amount set off in any calendar quarter against royalties payable under Section 10.4(h).7.3 in such calendar quarter exceed [********] thereof; (c) if such Third Party License for a Blocking Patent in any country in the Territory cannot be obtained on terms reasonably acceptable to ▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇ may terminate its license rights hereunder with respect to such Licensed Product in such country upon sixty (60) days written notice to Targacept, whereupon ▇▇. ▇▇▇▇, its Affiliates and Sublicensees shall have no further license rights in such country regarding such Licensed Product and Targacept shall have no further obligations to ▇▇. ▇▇▇▇ regarding commercialization of such Licensed Product in such country; and (d) For any Third Party license the provisions of this Section 7.9 do not apply to Blocking Patents, the existence of which constitute a breach by Targacept of its representations and warranties under which AquaBounty Section 12.2 (a) or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)b). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. intellectual property is reasonably necessary for Intrexon directed to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for Intrexon’s in vivo expression system or the Aquaculture Program specific effector molecule used in the Existing Cancer Programs as of the Effective Date (but specifically excluding intellectual property directed to any other specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Productseffector molecules) (“Supplemental In-Licensed Required Third Party IP”). Other than with respect to Supplemental In-Licensed Required Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty ZIOPHARM Products (“Complementary In-Licensed Blocking Third Party IP”). Supplemental In-Licensed Required Third Party IP and Complementary In-Licensed Blocking Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”). (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Required Third Party IP or Complementary In-Licensed Blocking Third Party IP, such Party shall so notify the other PartyParty in writing, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the AquaBounty ZIOPHARM Products and to the Field. As provided above in Section 3.8(a3.7(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Required Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Required Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Required Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Required Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Blocking Third Party IP, subject to Section 3.8(c3.7(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Blocking Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Blocking Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Blocking Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Blocking Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Required Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Required Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.8 3.7 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Required Third Party IP shall be borne solely by Intrexon[*****] and shall not be included as an Allowable Expense, and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Blocking Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Required Third Party IP) shall be borne solely by AquaBounty except treated as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty ZIOPHARM or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization commercialization of AquaBounty ZIOPHARM Products, AquaBounty ZIOPHARM shall use commercially reasonable efforts to ensure that AquaBounty ZIOPHARM will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (e) The licenses granted to AquaBounty ZIOPHARM under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.7(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty ZIOPHARM or shall disclose in writing to AquaBounty ZIOPHARM all of such terms and conditions that are applicable to AquaBountyZIOPHARM. AquaBounty ZIOPHARM shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty ZIOPHARM as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense[*****], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Collaboration Products, or to any methods of treating humans with fibroblasts or administering fibroblasts for purposes of therapy in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense[*****], any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Collaboration Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense[*****], provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Fibrocell or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Collaboration Products, AquaBounty Fibrocell shall use commercially reasonable efforts to ensure that AquaBounty Fibrocell will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Fibrocell under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Fibrocell or shall disclose in writing to AquaBounty Fibrocell all of such terms and conditions that are applicable to AquaBountyFibrocell. AquaBounty Fibrocell shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Fibrocell as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party Party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon [*****] to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, cells lines or genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Oragenics Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s [*****] sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s [*****] sole expense, provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Oragenics Products, AquaBounty Oragenics shall use commercially reasonable efforts to ensure that AquaBounty Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Oragenics or shall disclose in writing to AquaBounty Oragenics all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentenceOragenics. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtainIf the Exploitation of Licensed Product by Salix, at its sole expense, Sublicensees or any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed of its or their respective Affiliates hereunder infringes or misappropriates any Patent or other intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from right of a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPin the Territory, such Party shall so notify that Salix, its Sublicensees or any of its or their respective Affiliates cannot Exploit the other Licensed Product in the Territory as permitted hereunder without infringing the Patent or intellectual property right of such Third Party, and the IPC shall discuss such In-Licensed Program IP and then Salix (or its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon Sublicensees or any of its or their respective Affiliates) shall have the sole right and responsibility first right, but not the obligation, to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if take the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to lead in negotiating the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit terms of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a appropriate license under Complementary In-Licensed from such Third Party IP outside the Field, at Intrexon’s sole expenseParty, provided that if Intrexon decides to seek to Salix (or its Sublicensees or any of its or their respective Affiliates) does not take such lead, then Lupin may do so; provided further, that the negotiating Party shall obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field other Party prior to entering into any such license, such consent not to be exclusiveunreasonably withheld or delayed. Any Irrespective of the Party that is pursuing a license actually obtains such license, Salix shall be entitled to any In-Licensed Program IP with respect deduct from royalties it would otherwise owe to Lupin pursuant to Section 7.2 an amount equal to the Field under this Section 3.8 shall keep lesser of (a) [*] *Confidential treatment requested; certain information omitted and filed separately with the other Party reasonably informed SEC. percent ([*]%) of the status amount of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon (A) [*] (including [*]), (B) [*] (including [*]), and (C) [*], in obtaining each case ((A), (B) and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, (C)) due under any such license and (ii) any costs incurred by AquaBounty [*], in obtaining each case ((i) and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (bii), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent payable to such Third Party in consideration for rights [*] and (b) [*] percent ([*]%) of the amount of [*] such [*] percent ([*]%) amount to be [*]; provided that, notwithstanding the foregoing, Salix shall have no right to any such provisions have been disclosed deduction with respect to AquaBounty as provided in the preceding sentence[*]. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense[*****], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Ophthalmic Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologiesmethods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing AquaBounty JV Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense[*****], any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty JV Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party Program IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty JV Products and to the Field. As provided above in Section 3.8(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. [*****] For the avoidance of doubt, Intrexon [*****] may at any time obtain a direct license from the Third Party under Complementary In-Licensed Third Party IP for use outside the Field, at Intrexon’s sole expense[*****], provided that if Intrexon [*****] decides to seek to obtain such a license, it shall notify the JSC of such, shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****], and shall ensure that any license obtained from such licensing activities does not conflict with the rights granted to [*****] under this Agreement. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the status Securities Exchange Act of any negotiations relating thereto1934, as amended. For purposes A complete copy of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that this document has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to filed separately with the terms Securities and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentenceExchange Commission. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determinesIf Gilead, in its sole discretion, are required in order determines that any Third Party Intellectual Property Rights [***] hereunder, then the Parties shall [***] such Third Party Intellectual Property Rights (such license, a “Necessary Third Party License”), with the right to lawfully makesublicense such Third Party Intellectual Property Rights to the other Party to the extent necessary for the other Party to exercise its rights and perform its obligations under this Agreement. If Merus obtains any Necessary Third Party License [***], useMerus shall [***]. For clarity, sella Third Party License will be deemed a Necessary Third Party License if, offer for saleat the time it is executed by ▇▇▇▇▇ or Gilead, (i) [***], or import AquaBounty Products (“Complementary In-Licensed ii) [***], and in each case of (i) and (ii), where Merus is the Party entering into such Third Party IP”)License, Merus is [***]. Supplemental In-Licensed If ▇▇▇▇▇ enters into any Third Party IP and Complementary In-Licensed License that does not constitute a Necessary Third Party IP License, but the relevant Patent rights that are collectively referred the subject of such Third Party License cover [***], then such Patent rights shall be [***] to as “In-Licensed Program IP”a Third Party. (b) In the event that either Party desires to license If Merus or its Affiliates obtain Control of any Know-How or Patent rights from a Third Party any Supplemental Inafter the Effective Date and such Know-Licensed Third Party IP How or Complementary In-Licensed Third Party IPPatent rights (i) [***], and (ii) [***], such Party Know-How and Patent rights shall so notify be excluded from the other Party[***], unless Gilead agrees in writing to (A) comply with the applicable terms and conditions of the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license agreement under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty which Merus or its Affiliates obtain Control of such Know-How or threatens to bring such action Patent rights (to “Optional Third Party License”); and (B) [***], but in each case under (A) and (B) [***]. To the extent Merus is aware that such threats would reasonably be considered to subject the Third Party owner Know How or licensee to declaratory judgment jurisdiction) andPatents cover any Candidate or Product being Exploited by Gilead, after Merus will provide Gilead with prompt written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[***]. (c) AquaBounty Merus will not [***] shall provide the proposed terms of any license under Complementary In-Licensed be deemed a Necessary Third Party IP and the final version of the definitive license agreement License for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)7.9. (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Probiotics Program (but specifically excluding intellectual property directed to any specific target genes, cells lines or genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Oragenics Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s [*****] sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s [*****] sole expense, provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Oragenics Products, AquaBounty Oragenics shall use commercially reasonable efforts to ensure that AquaBounty Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Oragenics or shall disclose in writing to AquaBounty Oragenics all of such terms and conditions that are applicable to AquaBountyOragenics. AquaBounty Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Probiotics Program (but specifically excluding intellectual property directed to any specific target genes, cells lines or genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Oragenics Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s [*****] sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. IP outside the Field, at Intrexon’s [*****] sole expense, provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Oragenics Products, AquaBounty Oragenics shall use commercially reasonable efforts to ensure that AquaBounty Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Oragenics under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Oragenics or shall disclose in writing to AquaBounty Oragenics all of such terms and conditions that are applicable to AquaBountyOragenics. AquaBounty Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Third Party Licenses. (a) Intrexon [*****]shall obtain, at its sole expense[*****], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic identify and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program characterize human antibodies (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, expressing monoclonal antibodies from cloned cells or otherwise manufacturing AquaBounty Productsmethods of treating humans with antibodies for purposes of therapy) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense[*****], any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Synthetic Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Synthetic Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense[*****], provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. For purposes of clarity, the foregoing requirement shall not restrict [*****]ability with respect to licensing intellectual property owned by a Third Party that is not required in order for [*****]to lawfully make, use, sell, offer for sale, or import Synthetic Products. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****]in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****]in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Synthetic or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Synthetic Products, AquaBounty Synthetic shall use commercially reasonable efforts to ensure that AquaBounty Synthetic will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Synthetic under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Synthetic or shall disclose in writing to AquaBounty Synthetic all of such terms and conditions that are applicable to AquaBountySynthetic. AquaBounty Synthetic shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Synthetic as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtainIf Bausch Health or its Affiliates or sublicensees are subject to any claim or proceeding (including an Infringement Claim) and Bausch Health (after consultation with Eyenovia) in good faith reasonably believes that it is necessary to obtain a license under any Patent Rights or Know-How of a Third Party that would be infringed or be deemed misappropriated or otherwise violated by the Development, at its sole expenseManufacture, any licenses from Third Parties that are required in order to practice or Commercialization of the Intrexon Channel Technology Licensed Products in the Licensed Field where in the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for Licensed Territory (including as a result of a decision by the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, applicable court or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed arbiter that such Third Party IPIntellectual Property Rights have been infringed), then Bausch Health shall have the right to negotiate and execute a license agreement (a “Third Party License”). Other than with respect to Supplemental In-Licensed The mere existence of a claim or proceeding alone shall not constitute the basis for a good faith, reasonable belief of Bausch Health that such Third Party IPLicense is required; provided that Bausch Health may consider, AquaBounty shall be solely responsible for obtainingamong other things, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, the merits of such claim and/or the relative economic benefit of pursuing a proceeding or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”obtaining a license. (b) In Without limiting Bausch Health’s rights under Article IX and notwithstanding any other provision of this Agreement, Bausch Health shall be entitled to deduct up to [ ] ([ ]%]) of the event that either Party desires damages, royalties, milestone payments, or other payments paid or payable to license from a such Third Party any Supplemental In-Licensed in respect of such claim or proceeding or pursuant to such Third Party IP License from the royalties and milestone payments payable by Bausch Health to Eyenovia hereunder; provided that, in no event shall any royalties, milestone payments or Complementary In-Licensed Third Party IPother payments payable by Bausch Health to Eyenovia hereunder be reduced by more than [ ] ([ ]%) (the “Floor”). Notwithstanding the foregoing sentence, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it Floor shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (apply to the extent such threats would reasonably be considered damages, royalties, milestone payments, or other payments paid or payable to subject the such Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon in respect of such action, Intrexon fails to obtain a license claim or proceeding or pursuant to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion License relate to Patent Rights or Know-How of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreementthat would be infringed or be deemed misappropriated or otherwise violated by the Development, which notice alleges infringement by a Party ofManufacture, or offers license underCommercialization of the Device itself, Patents [ ]. Any damages, royalties, milestone payments, or other intellectual property rights owned payments paid or controlled by that payable to such Third Party, the receiving Party which cannot be deducted in accordance with this Section 6.6 in a given Calendar Quarter shall inform the other party thereof within five (5) business daysbe carried forward and Bausch Health shall be entitled to deduct such amounts from payments to Eyenovia in future Calendar Quarters in accordance with this Section 6.6(b).

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty If Biodel determines, in its sole discretionreasonable judgment (subject to subpart (b) below), that the intellectual property rights of a third party are required necessary for the practice of any Aegis Technology in order accordance with this License Agreement, then, notwithstanding any other remedy that may be available to lawfully makeBiodel under any other provision of this Agreement, usethe royalty and milestone amounts owed to Aegis hereunder for Exploiting the Aegis Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to [**] percent ([**]%) of the amount of any payments that Biodel (or any of its sublicensees) pays such third party to use such third party intellectual property rights; provided, sell, offer for sale, no payment to Aegis shall be reduced by more than [**] percent ([**]%) of the amount payable before any reductions or import AquaBounty Products credits (“Complementary In-Licensed Third Party IP”although any unused excess credit may be carried forward and applied against future payments). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In If Aegis disputes a credit reduction proposed or taken by Biodel pursuant to Section 5.3.7(a) based on Aegis’ determination that the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPtechnology, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain and/or a license to intellectual property rights, of such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following third party is not necessary for the IPC’s discussion practice of any Complementary In-Licensed Third Party IPAegis Technology in accordance with this License Agreement, subject Aegis may submit the issue of such credit reduction to Section 3.8(c)an independent third party arbiter, AquaBounty shall mutually agreed to by the Parties, such agreement not to be unreasonably withheld, delayed, or conditioned, and such arbiter to have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP least ten (10) years' experience in the Field except biopharmaceutical industry overseeing drug development or patent law, who shall determine within [**] days whether, in cooperation the absence of rights granted by such third party, the practice of any Aegis Technology in accordance with AquaBounty this License Agreement would likely or actually infringe or misappropriate such third party’s intellectual property. Such arbiter’s determination shall be final and for binding on the benefit of an AquaBounty Product or Parties with regard to the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides credit reduction otherwise available to seek Biodel pursuant to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBountysection 5.3.7(a). (c) AquaBounty In connection with any third party intellectual property rights described in Section 5.3.7(a), the parties shall provide cooperate with one another in good faith and in alignment with each parties interests in connection with the proposed negotiation and implementation of any related license(s) from one or more third parties; provided, however, that the parties understand and agree that Aegis shall have the first right to enter into any such license(s) and to determine the terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPClicense(s). If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining Aegis fails to secure a license from a third party, with the right to sublicense to Biodel pursuant to the terms of this License Agreement and maintaining licenses there is no pending litigation or arbitration between Aegis and such third party to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexonresolve the claims, and or (ii) any costs incurred Biodel becomes subject to a proceeding in a court of competent jurisdiction in which a third party seeks to enjoin the sale of Products based on claims that the activities undertaken by AquaBounty in obtaining and maintaining licenses Biodel pursuant to Complementary In-Licensed Third Party IP (and, to this License Agreement require the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain taking of a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by from one or more Third Parties. Any third parties; then in each case Biodel in its sole discretion may enter into any such sublicenses may be subject to license(s) and determine the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(cof any such license(s), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards the manufacture of gene constructs, vectors, transgenes, or methods for Intrexon to conduct altering or controlling genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program expression (but specifically excluding intellectual property directed to any stem cells or specific target genesmethods of treating humans, genetic transformation methodologiescollecting or processing autologous stem cells, or processes or methods delivering cells to humans for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Productspurposes of therapy) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty BioLife Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the AquaBounty BioLife Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty BioLife or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty BioLife Products, AquaBounty BioLife shall use commercially reasonable efforts to ensure that AquaBounty BioLife will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty BioLife under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty BioLife or shall disclose in writing to AquaBounty BioLife all of such terms and conditions that are applicable to AquaBountyBioLife. AquaBounty BioLife shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty BioLife as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (aI) Intrexon shall obtain, at its sole expense, [**] deems necessary for a license or other rights or to incur an obligation to make payments to any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary return for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such noticePatent Rights and other intellectual property rights necessary or useful to make or have made Collaboration Product in any country in the Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in a Collaboration Product in the Territory. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [**] shall have the right to pursue incorporate Third Party payments made to any Third Party within the [**] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [**] shall provide to [**] a summary of the subject matter of the proposed license and the proposed financial terms and consider in good faith any comments or suggestions [**] may timely provide in relation thereto. [**]. (II) [**] deems necessary for a license under Complementary In-Licensed or other rights or to incur an obligation to make payments to any Third Parties in return for a license to Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP Patent Rights and other intellectual property rights necessary or useful to make or have made Cell Therapy Product(s) in any country in the Field except Territory, for subsequent use, sale or other exploitation or transfer of physical possession of or title in cooperation with AquaBounty a Cell Therapy Product in the Territory. [**] shall have the right to incorporate Third Party payments made to any Third Party within the [**] as set forth in Exhibit B, provided however that prior to entering into any such agreement, [**] shall provide to [**] a summary of the subject matter of the proposed license and for the benefit of an AquaBounty Product proposed financial terms and consider in good faith any comments or suggestions [**] may timely provide in relation thereto. [**]. Notwithstanding the Aquaculture Program. For the avoidance of doubtforegoing, Intrexon ViaCell may at any time not obtain a license under Complementary In-Licensed to Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides Patent Rights to seek to obtain such make or have made a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains Cell Therapy Product without the prior written consent of Intrexon Amgen if the license requires ViaCell to pay, on a product-by-product basis a percentage-based royalty that exceeds (A) [**] or (B) together with all other percentage-based royalties owed to Third Parties for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely make or have made such Cell Therapy Products entered into by IntrexonViaCell without Amgen's prior written consent, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[**]. (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense[*****], any licenses from Third Parties that are required in order to practice the Intrexon EGI Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards the manufacture of gene constructs, genetic transformation, methods for Intrexon to conduct altering or controlling genetic and expression, or cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program lines (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty ProductsLantibiotic) (“Supplemental In-Licensed [*****] Third Party IP”). Other than with respect to Supplemental In-Licensed [*****] Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Oragenics Products (“Complementary In-Licensed [*****] Third Party IP”). Supplemental In-Licensed [*****] Third Party IP and Complementary In-[*****] Licensed Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed [*****] Third Party IP or Complementary In-Oragenics Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the AquaBounty Oragenics Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed [*****] Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed [*****] Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed [*****] Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed [*****] Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed [*****] Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed [*****] Third Party IP, at AquaBounty’s [*****] sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon EGI may at any time obtain a license under Complementary In-Licensed [*****] Third Party IP outside the Field, at Intrexon’s [*****] sole expense, provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed [*****] Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed [*****] Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed [*****] Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed [*****] Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon EGI for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon EGI in obtaining and maintaining licenses to Supplemental In-Licensed [*****] Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed [*****] Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed [*****] Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Oragenics or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Oragenics Products, AquaBounty Oragenics shall use commercially reasonable efforts to ensure that AquaBounty Oragenics will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon EGI or grant a sublicense to Intrexon EGI thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Oragenics under Section 3.1 may include sublicenses under Intrexon EGI IP that has been or will be licensed to Intrexon EGI by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon EGI shall either provide unredacted copies of such upstream license agreements to AquaBounty Oragenics or shall disclose in writing to AquaBounty Oragenics all of such terms and conditions that are applicable to AquaBountyOragenics. AquaBounty Oragenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Oragenics as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, cells lines or genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty Oragenics shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty Oragenics determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Oragenics Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Oragenics Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty Oragenics hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty Oragenics may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty Oragenics or its Affiliates or threatens to bring such action (solely to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment action jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.ninety

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense[*****], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary directed towards conditional in vivo expression for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program embedded bioreactors (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Productseffector molecules) (“Supplemental In-Licensed Required Third Party IP”). Other than with respect to Supplemental In-Licensed Required Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense[*****], any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Adeona Products (“Complementary In-Licensed Blocking Third Party IP”). Supplemental In-Licensed Required Third Party IP and Complementary In-Licensed Blocking Third Party IP are collectively referred to as “In-Licensed Program Third Party IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Required Third Party IP or Complementary In-Licensed Blocking Third Party IP, such Party shall so notify the other PartyParty in writing, and the IPC shall discuss such In-Licensed Program Third Party IP and its applicability to the AquaBounty Adeona Products and to the Field. As provided above in Section 3.8(a3.7(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Required Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Required Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Required Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****]of such action, Intrexon [*****]fails to obtain a license to such Supplemental In-Licensed Required Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Blocking Third Party IP, subject to Section 3.8(c3.7(c), AquaBounty [*****]shall have the right to pursue a license under Complementary In-Licensed Blocking Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Blocking Third Party IP outside the Field, at Intrexon’s sole expense[*****], provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Blocking Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Blocking Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty Adeona obtains a license under Supplemental In-Licensed Required Third Party IP, AquaBounty Adeona shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Required Third Party IP to the IPC. If AquaBounty Adeona acquires rights under any In-Licensed Program Third Party IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. [*****] - redacted pursuant to a confidentiality request with the United States Securities and Exchange Commission Any Party that is pursuing a license to any In-Licensed Program Third Party IP with respect to the Field under this Section 3.8 3.7 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Required Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Blocking Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Required Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)treated [*****]. (d) For any Third Party license under which AquaBounty Adeona or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization commercialization of AquaBounty Adeona Products, AquaBounty Adeona shall use commercially reasonable efforts to ensure that AquaBounty Adeona will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Adeona under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.7(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Adeona or shall disclose in writing to AquaBounty Adeona all of such terms and conditions that are applicable to AquaBountyAdeona. AquaBounty Adeona shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Adeona as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtainbe responsible for obtaining, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed (i) intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property licenses directed to any specific target genes, genetic transformation methodologies, manufacturing cell lines, bioconversion processes, or intermediates thereof, or processes or methods for harvestingcommercially manufacturing Target Products that [*****] determines, culturingin its own discretion, formulating, or otherwise manufacturing AquaBounty Productsare necessary for activities under the JSC established plans and (ii) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any intellectual property licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Target Products, including licenses under Patents that may pertain to Target Products (collectively, “Complementary In-Licensed Third Party IP”). Accordingly, [*****] shall have no obligation to obtain Complementary In-Licensed Third Party IP or otherwise obtain license rights under any Complementary In-Licensed Third Party IP Controlled by any Third Party. Subject to the foregoing, [*****] may obtain, at its sole option and sole expense, any intellectual property licenses from Third Parties that [*****] determines may be desirable for the general practice of Intrexon’s platform areas and capabilities of the Intrexon Channel Technology (“Supplemental In-Licensed Third Party IP”). For clarity, Supplemental In-Licensed Third Party IP is not (and does not include) Complementary In-Licensed Third Party IP. Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Information or intellectual property from a Third Party IP or Complementary In-Licensed Third Party IPthat may be materially relevant to the Target Products, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its potential applicability to the AquaBounty Target Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental intellectual property of a Third Party that the IPC concludes is not Complementary In-Licensed Third Party IPIP but which the IPC reasonably concludes has a reasonable likelihood of being material to the Biofuels Program, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPCIPC for review and Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty NewCo or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Collaboration Products, AquaBounty NewCo shall use commercially reasonable efforts to ensure that AquaBounty NewCo will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty NewCo under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty NewCo or shall disclose in writing to AquaBounty NewCo all of such terms and conditions that are applicable to AquaBountyNewCo. AquaBounty NewCo shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty NewCo as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon [*****] to conduct genetic identify and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program characterize human antibodies (but specifically excluding intellectual property directed to any specific target geneseffectors, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Productstreating humans with for purposes of therapy of phenylketonuria) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Collaboration Products and to the Field. As provided above in Section 3.8(a3.9(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [*****]shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s [*****] sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s [*****] sole expense, provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. For purposes of clarity, the foregoing requirement shall not restrict Synthetic’s ability with respect to licensing intellectual property owned by a Third Party that is not required in order for Synthetic to lawfully make, use, sell, offer for sale, or import Collaboration Products. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 3.9 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Synthetic or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Collaboration Products, AquaBounty Synthetic shall use commercially reasonable efforts to ensure that AquaBounty Synthetic will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Synthetic under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Synthetic or shall disclose in writing to AquaBounty Synthetic all of such terms and conditions that are applicable to AquaBountySynthetic. AquaBounty Synthetic shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Synthetic as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party Party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Melioidosis Program (but specifically excluding intellectual property directed to any specific target genesantibodies, genetic transformation methodologiesmethods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing AquaBounty Soligenix Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Soligenix Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Soligenix Products and to the Field. As provided above in Section 3.8(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except [*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as set forth in Section 10.4(h)amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) For any Third Party license under which AquaBounty Soligenix or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Soligenix Products, AquaBounty Soligenix shall use commercially reasonable efforts to ensure that AquaBounty Soligenix will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Soligenix under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any All such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Soligenix or shall disclose in writing to AquaBounty Soligenix all of such terms and conditions that are applicable to AquaBountySoligenix. AquaBounty Soligenix shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Soligenix as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty If ARS determines, in its sole discretionreasonable judgment (subject to subpart b below), that the intellectual property rights of a third party are required necessary for the practice of any AEGIS Technology in order accordance with this License Agreement, then the royalty and milestone amounts owed to lawfully makeAEGIS hereunder for Exploiting the AEGIS Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to [***] of the amount of any payments that ARS (or any of its sublicensees) pays such third party to use such third party intellectual property rights; provided, use, sell, offer for sale, no payment to AEGIS shall be reduced by more than [***] of the amount payable before any reductions or import AquaBounty Products credits (“Complementary In-Licensed Third Party IP”although any unused excess credit may be carried forward and applied against future payments). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In If AEGIS disputes ARS’s determination under Section 4.4.6 (a) that the event that either Party desires technology, and/or a license to license from a Third Party intellectual property rights, of such third party is necessary for the practice of any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPAEGIS Technology in accordance with this License Agreement, AEGIS may submit such dispute to an independent third party arbiter, mutually agreed to by the Parties, such Party shall so notify the other Partyagreement not to be unreasonably withheld, delayed, or conditioned, and such arbiter to have at least [***] experience in the IPC biopharmaceutical industry overseeing drug development or patent law, who shall discuss determine within [***] whether, in the absence of rights granted by such In-Licensed Program IP third party, the practice of any AEGIS Technology in accordance with this License Agreement would likely or actually infringe or misappropriate such third party’s intellectual property. Such arbiter’s determination shall be final and its applicability to binding on the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IPParties, and AquaBounty hereby covenants that it shall not itself directly license any dispute with respect to such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but arbiter’s determination shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and submitted for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, resolution pursuant to Section 10.4(h)10.2. Additionally, any determination of likely or actual infringement shall be deemed a determination that such license to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other of a third party thereof within five (5) business daysis “necessary” for purposes of Section 4.4.6(a).

Third Party Licenses. (ai) Intrexon shall obtainIf NVS reasonably determines that rights to a Third Party’s Intellectual Property Rights are [***] in connection with the Development, at its sole expenseManufacture or Commercialization of a Candidate or Product, any licenses from then NVS will have the right to enter into a Third Parties that are required Party License in order to permit such Development, Manufacture or Commercialization. Notwithstanding the foregoing, where NVS reasonably determines that rights to a Third Party’s Patent Rights or Third Party Know-How are [***] for NVS to practice the Intrexon Channel HMI Platform Technology in accordance with the Field where licenses granted to NVS pursuant to Section 4.1 (License Grants to NVS) (such Third Party Patent Rights “HMI Necessary Rights”), NVS will first provide HMI with written notice of any such Third Party License that it intends to enter, and HMI will have the licensed intellectual property is reasonably necessary right to enter into such Third Party License itself within [***] of HMI’s receipt of such notice on terms and conditions determined by HMI with HMI responsible for Intrexon all costs and expenses incurred in connection with securing any such license. If HMI fails to conduct genetic enter into any such Third Party License within such [***] period, then will NVS have the right to enter into any such Third Party License itself. If NVS does enter into such Third Party License in accordance with this paragraph, then NVS may determine the terms and cell engineering conditions of any such Third Party License and related analytic activities under JSCsubject to this remainder of this Section 11.7.2(c) (Third Party Licenses), will be responsible for all costs and expenses incurred in connection with securing any such license. (ii) Subject to Section 11.7.3 (Cumulative Effect of Royalty Reductions), the amount of any Royalties due to HMI pursuant to Section 11.7.1 (Royalty Rates) with respect to the applicable Product in such country during such Calendar Quarter will be reduced, on a Product-approved project plans for the Aquaculture Program by-Product and country-by-country basis, by an amount equal to: (but specifically excluding intellectual property directed A) [***]% of any royalty or other payments paid by NVS or its Affiliates pursuant to any specific target genes, genetic transformation methodologies, (1) Third Party License entered into by NVS or processes its Affiliates for; or methods for harvesting, culturing, formulating, (2) Third Party Infringement Losses incurred by or otherwise manufacturing AquaBounty Products) on behalf of NVS and its Affiliates with respect to any Product (“Supplemental excluding In-Licensed Vivo SCD Products in the U.S.) for in each of (1) and (2), HMI Necessary Rights with respect to a Product in the applicable country; and (B) [***]% of any royalty or other payments paid by NVS or its Affiliates pursuant to any (1) other Third Party IP”License entered into by NVS or its Affiliates with respect to such Product in such country or (2) Third Party Infringement Losses incurred by or on behalf of NVS or its Affiliates with respect to any Product (excluding In-Vivo SCD Products in the U.S.). Other , in each of (1) and (2), other than with respect to Supplemental In-Licensed Third Party IPthe HMI Necessary Rights. (iii) Notwithstanding anything to the contrary in this Agreement, AquaBounty HMI shall be remain solely responsible for obtainingthe payment of any royalty, at its sole expensemilestone, any licenses from and other payment obligations, if any, due to Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, connection with any HMI Licensed Technology or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred Licenses that (A) has been licensed to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty HMI or its Affiliates or threatens and is sublicensed to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations NVS under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents (B) relates to covenants or other intellectual property rights owned obligations agreed by HMI or controlled by that its Affiliates prior to the Effective Date with any Third PartyParty relating to any HMI Licensed Technology or any Candidate or Product, (collectively, the receiving “HMI Third Party Obligations”), including pursuant to the COH License and the Caltech License. All such payments in respect of the HMI Third Party Obligations shall inform be made promptly by HMI in accordance with the other party thereof within five (5) business daysterms of the applicable Third Party License.

Third Party Licenses. (a) Intrexon [***] shall obtain, at its sole expense[***], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where to the licensed intellectual property is extent reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Collaborative Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, cell lines, active pharmaceutical ingredients or chemical intermediates thereof, or processes or methods for harvesting, culturing, formulatingcommercially manufacturing Collaboration Products , or otherwise manufacturing AquaBounty Products) to any methods of treating humans and animals in the Field (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [***] shall be solely responsible for obtaining, at its sole expense[***], any licenses from Third Parties that AquaBounty [***] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Collaborative Program and/or the development and Commercialization of Collaboration Products and to for use in the Field. As provided above in Section 3.8(a3.9(a), Intrexon [***] shall have the sole right and responsibility to pursue a license to rights under Supplemental In-Licensed Third Party IP, and AquaBounty [***] hereby covenants that it shall not itself during the Term directly license such Supplemental In-Licensed Third Party IP at any time; provided, provided that AquaBounty may that, [***] shall have the right (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [***] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [***] of such action, Intrexon [***] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [***] shall have the right to pursue a license under any Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[***]. For the avoidance of doubt, Intrexon [***] may at any time obtain a license under Complementary In-Licensed Third Party IP to use with any product that is not a Collaboration Product and/or for use outside the Field, at Intrexon’s sole expense[***]; provided, provided that that, if Intrexon [***] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[***]. (c) AquaBounty [***] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [***] comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP; provided, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Fieldthat, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, [***] (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant sole right to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms negotiate and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license execute agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.such

Third Party Licenses. (a) Intrexon [*****] shall obtain, at its sole expense, obtain [*****] any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Bacteriophage Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologiesmethods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing AquaBounty Ampliphi Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall be solely responsible for obtaining, at its sole expense, obtaining [*****] any licenses from Third Parties that AquaBounty [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Ampliphi Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Ampliphi Products and to the Field. As provided above in Section 3.8(a), Intrexon [*****] shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty [*****] hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty [*****] may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [*****] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [*****] of such action, Intrexon [*****] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty [*****] shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[*****]. For the avoidance of doubt, Intrexon [*****] may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, Field [*****] provided that if Intrexon [*****] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[*****]. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) AquaBounty [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s [*****] comments thereto in good faith. To the extent that AquaBounty [*****] obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty [*****] shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon [*****] for such license outside the Field to be exclusive. Notwithstanding the foregoing sentence, [*****] shall have the right to acquire exclusive rights to Supplemental In-Licensed Third Party IP outside the Field if (i) such rights outside the Field are limited specifically to non-genetically modified bacteriophages and, (ii) [*****] provides [*****] with thirty days notice prior to execution of any such exclusive rights to Supplemental In-Licensed Third Party IP. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon[*****], and (ii) any costs incurred by AquaBounty [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)[*****]. (d) For any Third Party license under which AquaBounty Ampliphi or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Ampliphi Products, AquaBounty Ampliphi shall use commercially reasonable efforts to ensure that AquaBounty Ampliphi will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Ampliphi under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Ampliphi or shall disclose in writing to AquaBounty Ampliphi all of such terms and conditions that are applicable to AquaBountyAmpliphi. AquaBounty Ampliphi shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Ampliphi as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense****, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon **** to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods genes selected by the JSC for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Productsinclusion into the Universal Cell Line) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty **** shall be solely responsible for obtaining, at its sole expense****, any licenses from Third Parties that AquaBounty **** determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Collaboration Products and to the Field. As provided above in Section 3.8(a), Intrexon **** shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty **** hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty **** may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty **** or its Affiliates or threatens to bring such action (to the extent including, without limitation, if such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon **** of such action, Intrexon **** fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty **** shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s **** sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon **** may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s **** sole expense, provided that if Intrexon **** decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty****. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s **** comments thereto in good faith. To the extent that AquaBounty **** obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. **** shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty **** acquires rights under any Supplemental In-Licensed Third Party Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon **** in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon****, and (ii) any costs incurred by AquaBounty **** in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)****. (d) For any Third Party license under which AquaBounty **** or its Affiliates who are wholly-owned subsidiaries of **** obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Collaboration Products, AquaBounty **** shall use commercially reasonable efforts to ensure that AquaBounty **** will have the ability, pursuant to Section 10.4(h)the extent required by ****, to assign such agreement to Intrexon **** or grant a sublicense to Intrexon **** thereunder (having the scope set forth in Section 10.4(h)****). (e) The licenses granted to AquaBounty Histogenics under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c3.9(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Histogenics or shall disclose in writing to AquaBounty Histogenics all of such terms and conditions that are applicable to AquaBountyHistogenics, in each case prior to or on the date on which the sublicense takes effect. AquaBounty Histogenics shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Histogenics as provided in the preceding sentence. (f) If either Party receives written notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party Party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses Takeda understands and acknowledges that certain rights contained within the Affymax Technology have been licensed to Affymax from certain Third Parties pursuant to those license agreements entered into as of the Effective Date and set forth in Exhibit I (the “Existing Third Party License Agreements”) and that Takeda’s rights under such Affymax Technology are required subject to the following terms and conditions set forth in order such agreements: (i) [ * ] Nektar Agreement, which provides that [ * ] (including without limitation [ * ] granted to practice Takeda under this Agreement) shall [ * ], and (ii) [ * ] Nektar Agreement, which provides that the Intrexon Channel Technology terms [ * ] the terms and conditions [ * ] Promptly after the Effective Date, Affymax shall use commercially reasonable efforts to request [ * ] that, in the event that [ * ] (other than [ * ] this Agreement), Affymax shall be entitled to receive [ * ] for [ * ] contemplated hereunder, provided that in no event shall the failure [ * ] commercially reasonable efforts [ * ]. Affymax shall allow and fully cooperate with Takeda in connection with [ * ]; if Affymax fails to [ * ] within a reasonable time, then Takeda upon reasonable advance written notice to Affymax, may [ * ]. The foregoing provision of this Section 6.7(a) shall apply mutatis mutandis to the situation where the [ * ] is actually terminated for any reason and both Parties need a license under the [ * ] for the purpose of this Agreement. Affymax shall, during the Term, maintain the Third Party License Agreements in full force and effect and shall not amend or modify such Third Party License Agreements in a manner that would reasonably be expected to have an adverse affect on Takeda’s rights and obligations hereunder and Takeda’s efforts to Develop and Commercialize the Product in the Field where and in the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”Territory. (b) In the event that either a Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue believes that a license under Supplemental In-Licensed certain Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not technology would be obligated to) obtain such a license directly if the Third Party owner necessary or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP useful with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed Development and Commercialization of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth Product in the applicable upstream license agreementLicensed Territory, subject then such Party shall notify the JSC. The Parties, working through the JSC, shall cooperate to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of obtain any such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of licenses under such terms and conditions that are applicable to AquaBountyas may be authorized by the JSC. AquaBounty Any acquisition or license agreement entered into by the Parties in accordance with this Section 6.7(b) shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from hereinafter called a “Future Third Party concerning activities License Agreement.” The effects of a payments made under Future Third Party taken License Agreements on royalties payable hereunder are described in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business daysSection 8.6(b).

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty If ARS determines, in its sole discretionreasonable judgment (subject to subpart b below), that the intellectual property rights of a third party are required necessary for the practice of any AEGIS Technology in order accordance with this License Agreement, then the royalty and milestone amounts owed to lawfully makeAEGIS hereunder for Exploiting the AEGIS Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to [***] of the amount of any payments that ARS (or any of its sublicensees) pays such third party to use such third party intellectual property rights; provided, use, sell, offer for sale, no payment to AEGIS shall be reduced by more than [***] of the amount payable before any reductions or import AquaBounty Products credits (“Complementary In-Licensed Third Party IP”although any unused excess credit may be carried forward and applied against future payments). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In If AEGIS disputes ARS’s determination under Section 4.4.6(a) that the event that either Party desires technology, and/or a license to license from a Third Party intellectual property rights, of such third party is necessary for the practice of any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IPAEGIS Technology in accordance with this License Agreement, AEGIS may submit such dispute to an independent third party arbiter, mutually agreed to by the Parties, such Party shall so notify the other Partyagreement not to be unreasonably withheld, delayed, or conditioned, and such arbiter to have at least [***] experience in the IPC biopharmaceutical industry overseeing drug development or patent law, who shall discuss determine within [***] whether, in the absence of rights granted by such In-Licensed Program IP third party, the practice of any AEGIS Technology in accordance with this License Agreement would likely or actually infringe or misappropriate such third party’s intellectual property. Such arbiter’s determination shall be final and its applicability to binding on the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IPParties, and AquaBounty hereby covenants that it shall not itself directly license any dispute with respect to such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but arbiter’s determination shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and submitted for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, resolution pursuant to Section 10.4(h)10.2. Additionally, any determination of likely or actual infringement shall be deemed a determination that such license to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other of a third party thereof within five (5) business daysis “necessary” for purposes of Section 4.4.6(a).

Third Party Licenses. (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture Bacteriophage Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologiesmethods of treatment or therapy, cell lines, active pharmaceutical ingredients, delivery or packaging methods or apparatuses, or processes or methods for harvesting, culturing, formulating, or otherwise commercially manufacturing AquaBounty Ampliphi Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty Ampliphi shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty Ampliphi determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Ampliphi Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty Ampliphi Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty Ampliphi hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty Ampliphi may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty Ampliphi or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty Ampliphi shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBountyAmpliphi’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBountyAmpliphi. (c) AquaBounty Ampliphi shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty Ampliphi obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty Ampliphi shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty Ampliphi acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Notwithstanding the foregoing sentence, Ampliphi shall have the right to acquire exclusive rights to Supplemental In-Licensed Third Party IP outside the Field if (i) such rights outside the Field are limited specifically to non-genetically modified bacteriophages and, (ii) Ampliphi provides Intrexon with thirty days notice prior to execution of any such exclusive rights to Supplemental In-Licensed Third Party IP. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty Ampliphi in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h)Ampliphi. (d) For any Third Party license under which AquaBounty Ampliphi or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Ampliphi Products, AquaBounty Ampliphi shall use commercially reasonable efforts to ensure that AquaBounty Ampliphi will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty Ampliphi under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty Ampliphi or shall disclose in writing to AquaBounty Ampliphi all of such terms and conditions that are applicable to AquaBountyAmpliphi. AquaBounty Ampliphi shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty Ampliphi as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. The licenses granted to Biogen Idec in Section 6.1(a) include sublicenses under Licensed Technology licensed to Sangamo pursuant to Third Party Licenses, which sublicenses are subject to the terms set forth on Schedule 6.6(a), which terms Biogen Idec hereby acknowledges. Schedule 6.6(b) sets forth those obligations under the Third Party Licenses that are obligations of Biogen Idec under this Agreement. Biogen Idec acknowledges that certain of the licenses granted to Sangamo under Third Party Licenses are non-exclusive, and that Biogen Idec’s licenses with respect to the relevant Licensed Technology are exclusive only with respect to Sangamo, and not with respect to its licensor. Sangamo shall promptly provide to Biogen Idec copies of any notices required to be given to any Third Party licensors (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed of Existing Third Party IP”Licenses, on account of the execution of this Agreement (or any other sublicense executed under this Agreement). Other than , (b) of Third Party Licenses entered into after the Effective Date, on account of the grant of a sublicense to Biogen Idec, and (c) of any Third Party License that is terminated during the Term, wherein such notice would be required upon such termination to effect the applicable sublicensee survival provision with respect to Supplemental In-Licensed Biogen Idec’s rights under this Agreement. Sangamo agrees that it shall not provide a copy of this Agreement to any Third Party IPlicensor except to the extent otherwise required under the applicable Third Party License. Prior to providing any such copies, AquaBounty Sangamo shall, (1) unless otherwise required under the applicable Third Party License, redact the terms of this Agreement to the extent not pertinent to an understanding of a Party’s obligations or benefits under this Agreement or a verification of compliance with the applicable Third Party License; (2) provide Biogen Idec a proposed redacted version of this Agreement within a reasonable amount of time to permit Biogen Idec to review and comment thereon, and consider in good faith and take into account and implement Biogen Idec’s reasonable comments with respect to any such proposed redactions; and (3) provide to Biogen Idec a copy of the Agreement provided to the applicable Third Party licensor. Promptly following the Effective Date, Sangamo shall use reasonable efforts to seek to amend to the MIT Agreement and the Utah Agreement to conform the existing indemnification, insurance and mediation/arbitration provisions in such agreements to Biogen Idec’s standard terms for such provisions set forth on Schedule 6.6(c). If any such proposed amendment would include additional payments to the licensor in connection with entering into such amendment, Sangamo shall disclose to Biogen Idec the additional payment terms associated with such amendment, and upon Biogen Idec’s written agreement, Sangamo shall enter into such amendment. Biogen Idec shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, the [***] of aggregate payments incurred by Sangamo and owed to the licensors in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, connection with entering into such Party shall so notify the other Partyamendments, and the IPC Parties shall discuss share equally all such Inamounts in excess of [***]. Biogen Idec shall pay all amounts it owes to Sangamo under the preceding sentence within forty-Licensed Program IP and its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may five (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (9045) days after such notice. Following the IPC’s discussion receipt of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBountyinvoice therefor. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon shall obtainIf the Exploitation of Licensed Product by Salix, at its sole expense, Sublicensees or any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where the licensed of its or their respective Affiliates hereunder infringes or misappropriates any Patent or other intellectual property is reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project plans for right of a Third Party, such that Salix, its Sublicensees or any of its or their respective Affiliates cannot Exploit the Aquaculture Program (but specifically excluding Licensed Product as permitted hereunder without infringing the Patent or intellectual property directed to any specific target genes, genetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed right of such Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any licenses from Third Parties that AquaBounty determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and then Salix (or its applicability to the AquaBounty Products and to the Field. As provided above in Section 3.8(a), Intrexon Sublicensees or any of its or their respective Affiliates) shall have the sole right and responsibility first right, but not the obligation, to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if take the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to lead in negotiating the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit terms of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a appropriate license under Complementary In-Licensed from such Third Party IP outside the Field, at Intrexon’s sole expenseParty, provided that if Intrexon decides to seek to Salix (or its Sublicensees or any of its or their respective Affiliates) does not take such lead, then Lupin may do so; provided further, that the negotiating Party shall obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such other Party prior to entering into any such license, such consent not to be unreasonably withheld or delayed. Irrespective of the Party that actually obtains such license, Salix shall be entitled to deduct from royalties and other amounts it would otherwise owe to Lupin pursuant to Section 7.2 or 7.3 following the date after the Party obtains such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect an amount equal to the Field under this Section 3.8 shall keep the other Party reasonably informed lesser of (a) [*] percent ([*]%) of the status amount of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon (A) [*], (B) [*], and (C) [*], in obtaining each case ((A), (B) and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, (C)) due under any such license and (ii) any costs incurred by AquaBounty [*], in obtaining each case ((i) and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (bii), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent payable to such Third Party in consideration for rights [*] and (b) [*] percent ([*]%) of the amount of [*], with any excess beyond such [*] percent ([*]%) amount to be [*]; provided that, notwithstanding the foregoing, Salix shall have no right to any such provisions have been disclosed deduction with respect to AquaBounty as provided in the preceding sentence[*]. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

Third Party Licenses. (a) Intrexon [***] shall obtain, at its sole expense[***], any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the Field where to the licensed intellectual property is extent reasonably necessary for Intrexon to conduct genetic and cell engineering and related analytic activities under JSC-approved project JSC established plans for the Aquaculture OPC Program (but specifically excluding intellectual property directed to any specific target genes, genetic transformation methodologies, cell lines, active pharmaceutical ingredients or chemical intermediates thereof, or processes or methods for harvesting, culturing, formulatingcommercially manufacturing Collaboration Products or Improved Products, or otherwise manufacturing AquaBounty Productsto any methods of treating humans with OPCs or OPC derived cells in the Field) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty [***] shall be solely responsible for obtaining, at its sole expense[***], any licenses from Third Parties that AquaBounty [***] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import AquaBounty Collaboration Products (“Complementary In-Licensed Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the event that either Party desires to license from a Third Party any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such Party shall so notify the other Party, and the IPC shall discuss such In-Licensed Program IP and its applicability to the AquaBounty OPC Program and/or the development and Commercialization of Collaboration Products and to for use in the Field. As provided above in Section 3.8(a3.9(a), Intrexon [***] shall have the sole right and responsibility to pursue a license to rights under Supplemental In-Licensed Third Party IP, and AquaBounty [***] hereby covenants that it shall not itself during the Term directly license such Supplemental In-Licensed Third Party IP at any time; provided, provided that AquaBounty may that, [***] shall have the right (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty [***] or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon [***] of such action, Intrexon [***] fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c3.9(c), AquaBounty [***] shall have the right to pursue a license under any Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program[***]. For the avoidance of doubt, Intrexon [***] may at any time obtain a license under Complementary In-Licensed Third Party IP to use with any product that is not a Collaboration Product and/or for use outside the Field, at Intrexon’s sole expense[***]; provided, provided that that, if Intrexon [***] decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty[***]. (c) AquaBounty [***] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to ensure that AquaBounty will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to AquaBounty as provided in the preceding sentence. (f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.