Common use of Right to Sublicense Clause in Contracts

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus shall have the right to grant sublicenses (individually, a "Sublicense") under the License to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including The licenses granted in Section 2.1 above, and compliance therewith, Prometheus shall have include the right to grant sublicenses (individuallythrough multiple tiers) to Third Parties (each such Third Party sublicensee, a "Sublicense"“Sublicensee”), provided that: (1) under the License each such sublicense shall be subordinate to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus (2) no such sublicense shall take impair EYEFITE (directly or with and through its Sublicensees) to perform its obligations hereunder, (3) no such sublicense shall limit or impair CANFITE’s rights hereunder, (4) no such sublicense shall limit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions set forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to enforce develop and commercialize the terms Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and the obligation to keep records and make reports hereunder, (6) the sublicense will require the approval of CANFITE, which will not be unreasonably withheld, and (7) as far as such sublicense includes also the PHS Patents, also the approval of PHS, as stipulated in the PHS Agreement. EYEFITE shall provide CANFITE with a true, accurate and complete copy of each sublicense agreement with its Sublicensees promptly after execution. Each sublicense granted to a Sublicensee by EYEFITE to any rights licensed to it hereunder shall terminate immediately upon the termination of the license from CANFITE to EYEFITE with respect to such rights as of the effective date of such Sublicense against the Sublicenseetermination by CANFITE pursuant to Section 11.2(b), including termination provided however, that if such breach a Sublicensee is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus in material default of its obligations to Alizyme EYEFITE under this Agreementits sublicense agreement, and Prometheus shall remain fully liable within sixty (60) days of such termination the Sublicensee agrees in writing to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute be bound directly to CANFITE under a breach of license agreement substantially similar to this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsrights sublicensed hereunder, substituting such Sublicensee for EYEFITE, then such sublicense shall not so terminate.

Right to Sublicense. Subject Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (i) shall be subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus ; (ii) shall have expressly exclude the right to grant sublicenses further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (individually, iii) shall be made pursuant to a "Sublicense") written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under the License this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus Neurotrope shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreementbe liable and responsible for, including the name and address of the Sublicenseeshall assume all liabilities and responsibilities for, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of its sublicensees and shall not grant any Sublicensee rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would constitute be a breach of this Agreement and fully responsible for performance if performed by Neurotrope shall be deemed to be a breach of this Agreement notwithstanding any Sublicenses by Neurotrope. No sublicense agreement granted by PrometheusNeurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. *** Certain information Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on this page has been omitted behalf of the sublicensee is licensed to BRNI and filed separately its Affiliates, for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the Securities and Exchange Commission. Confidential treatment has been requested right to freely sublicense such Intellectual Property; (ii) the sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to the omitted portionsall Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executed.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus shall LICENSEE will have the right to grant sublicenses (individually, a "Sublicense") under the License license granted in Section 2.1 of this Agreement, through multiple tiers, to third parties; provided that such Sublicenses any Affiliate or third-party. Each sublicense of LICENSEE’s rights shall comply be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of this Agreement. Prometheus shall promptly provide Alizyme with a summary Licensed Product to LICENSOR; (ii) notify LICENSOR of the terms of any such Sublicense agreementsublicense or amendment thereto within thirty (30) days after it becomes effective, including the name and address identity of the Sublicensee, the rights being sublicensed sublicensee and the applicable portion territory in which such rights have been sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of the Prometheus Territory where such sublicensed rights sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach unrelated to LICENSEE’s obligations under this Agreement, Prometheus shall take Commercially Reasonable Efforts ); and (iv) use commercially reasonable efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable sublicense agreement that relate to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its LICENSEE’s obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. ___________________ ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange CommissionVISTAGEN THERAPEUTICS, INC. Confidential treatment has been requested with respect to the omitted portionsHAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Right to Sublicense. Subject Lilly shall have the right to grant sublicenses (through multiple tiers) under the license granted to it under Section 2.1.1 to any of its Affiliates, and to any Third Party pursuant to a written agreement, provided, that (i) any such sublicense shall be consistent with and subject to the terms and conditions of this Agreement, including Section 2.1 above, ; and compliance therewith, Prometheus (ii) Lilly shall have [***] to Sigilon for the right performance of its Sublicensee(s) or any Affiliate to grant sublicenses (individually, which it grants a "Sublicense") sublicense with respect to Lilly’s obligations under the License to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary In the event that Lilly grants sublicenses to any Third Party and the scope of the terms of any such Sublicense agreementrights is broader than enabling such Third Party to perform services, including the name and address distribution services, on behalf of the SublicenseeLilly or any Affiliate of Lilly (for example, the rights right to develop and commercialize Licensed Products in a given country in the Territory), it shall do so pursuant to a written sublicense agreement (each a “Sublicense Agreement”). Lilly shall provide Sigilon a copy of each Sublicense Agreement, for delivery to M.I.T., it being sublicensed understood that [***] information may be redacted from such copy to the extent such information is not necessary to verify compliance hereunder and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreementterms, Prometheus shall take Commercially Reasonable Efforts to enforce the terms conditions and existence of such Sublicense against Agreement shall be deemed the SublicenseeConfidential Information of Lilly. With respect to any Sublicense Agreement entered into with a Third Party before the date that is [***] years from the Effective Date, including termination if Lilly must obtain Sigilon’s written consent prior to executing such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Parties acknowledge and Prometheus shall remain fully liable agree that a Sublicense Agreement with a contract service provider or a Party obtaining only a license to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement Develop Licensed Products (and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with not Commercialize Licensed Products) does not require Sigilon’s consent under the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionspreceding sentence.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus MERCK shall have the right to grant sublicenses (individually, a "Sublicense") to Sublicensees under the License licenses granted to third partiesit under Section 8.1.1(c) with respect to any Optimized Lead Compounds and Development Candidates (including, for greater certainty, Co-Developed Development Candidates) and Section 8.2 with respect to any Product (including, for greater certainty, Co-Developed Products); provided provided, that, (a) it shall be a condition of any such sublicense that such Sublicenses shall comply with the Sublicensee agrees to be bound by all terms of this Agreement. Prometheus Agreement applicable to the Development or Commercialization, as the case may be, of Products in the Field in the Territory (including, without limitation, Article 7); (b) MERCK shall promptly provide Alizyme with a summary of the terms written notice to ARCHEMIX of any such Sublicense agreement, including proposed sublicense at least [***] days prior to such execution and provide copies to ARCHEMIX of each such sublicense in the name and address of the form to be executed at least [***] business days prior to such execution; (c) if MERCK grants a sublicense to a Sublicensee, the rights being sublicensed and the applicable portion MERCK shall be deemed to have guaranteed that such Sublicensee will fulfill all of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach MERCK’s obligations under this Agreement, Prometheus shall take Commercially Reasonable Efforts Agreement applicable to enforce the terms subject matter of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty sublicense; and (30d) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense MERCK shall not relieve Prometheus be relieved of its obligations pursuant to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance as a result of this Agreement notwithstanding any Sublicenses such sublicense. Any sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested MERCK under Section 8.1.1(c) and/or Section 8.2 with respect to Co-Developed Development Candidates and Co-Developed Products for which ARCHEMIX has exercised its Co-Development and Co-Promotion Option and has not exercised its Opt-Out Right shall require ARCHEMIX’s consent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that, any such sublicense granted by MERCK with respect to a Co-Developed Product for Commercialization outside of the omitted portionsCo-Development Territory shall not require ARCHEMIX’s consent.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 aboveeffective on and after the License Effective Date, and compliance therewith, Prometheus Novartis shall have the right to grant sublicenses (individually, a "Sublicense") under the License licenses granted to third parties; it in through multiple tiers: (a) to its Affiliates, provided that such Sublicenses sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Novartis; (b) subject to this Section 9.3.3, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of performing Novartis’s obligations hereunder with respect to the Development, Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Compound and the Licensed Products in the Field in the Novartis Territory; and (c) to any other Third Party with respect to the Development, Manufacture and/or Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Products in the Field and in the Novartis Territory. The terms of each such sublicense shall not be inconsistent with the terms and conditions of this Agreement, and Novartis shall ensure that its sublicensees comply with the terms and conditions of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of Agreement applicable to the Sublicensee, the rights being sublicensed and the applicable portion . Novartis will remain directly responsible for all of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach its obligations under this Agreement, Prometheus regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensees. In the event of any material breach by any such sublicensee of any agreement entered into by Novartis pursuant to Section 9.3.3(b) or (c) that would be a material breach of this Agreement by Novartis, Novartis shall take Commercially Reasonable Efforts to enforce the terms of promptly terminate such Sublicense against the Sublicensee, including termination agreement with such sublicensee if such breach is not cured within thirty (30) days and pursuit […***…] of any fees or other consideration payable Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to Prometheus a Third Party pursuant to which it permits such Sublicense. Any Sublicensee to control all material decisions regarding Development or Commercialization of the Licensed Products in a particular country or countries in the Novartis Territory, Novartis shall notify the JSC of such Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsgeneral scope thereof.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus Novartis shall have the right to grant sublicenses (individually, a "Sublicense") under the License license granted to third parties; it in Section 9.1.1 through multiple tiers: (a) to its Affiliates, provided that such Sublicenses sublicense shall 56 automatically terminate if such sublicensee ceases to be an Affiliate of Novartis; (b) subject to Section 9.3, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of performing Novartis’s obligations hereunder with respect to the Development, Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Compounds and the Licensed Product in the Field in the Novartis Territory; and (c) to any other Third Party with respect to the Development, Manufacture and/or Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Product in the Field and in the Novartis Territory. The terms of each such sublicense shall not be inconsistent with the terms and conditions of this Agreement, and Novartis shall ensure that its sublicensees comply with the terms and conditions of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of Agreement applicable to the Sublicensee, the rights being sublicensed and the applicable portion . Novartis will remain directly responsible for all of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach its obligations under this Agreement, Prometheus regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensees. In the event of any material breach by any such sublicensee of any agreement entered into by Novartis pursuant to Section 9.1.3(b) or (c) that would be a material breach of this Agreement by Novartis, Novartis shall take Commercially Reasonable Efforts to enforce the terms of promptly terminate such Sublicense against the Sublicensee, including termination agreement with such sublicensee if such breach is not cured within thirty (30) days and pursuit […***…] of any fees or other consideration payable Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to Prometheus a Third Party pursuant to which it permits such Sublicense. Any Sublicensee to control all material decisions regarding Development or Commercialization of the Licensed Product in a particular country or countries in the Novartis Territory, Novartis shall notify the JSC of such Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsgeneral scope thereof.

Right to Sublicense. Subject XYNOMIC is entitled to sublicense its rights under Section 2.2, to any of its Affiliates, provided that it shall inform BII of such sublicense. Any sublicense to a Third Party by XYNOMIC of its rights with respect to US or China under Section 2.2 requires the prior written consent of BII, which consent shall not be unreasonably withheld, conditioned or delayed. Any sublicense is subject to the sublicense agreement containing terms and conditions that are not inconsistent with those contained in this Agreement, and shall include, inter alia, provisions regarding confidentiality, indemnification, audit, record-keeping, termination and consequences of termination for BII’s protection that are consistent with the corresponding terms and conditions provided herein. XYNOMIC shall remain liable to BII for all obligations under this Agreement, including its obligation to pay any amounts due on account of sales or other disposition of Compounds and Products by Sublicensees. XYNOMIC shall send to BII a copy of the signed sublicensing agreement within [****] after its execution; subject to reasonable redaction of confidential information. The Parties acknowledge that any and all information provided by XYNOMIC to BII under this Section 2.1 above, 2.3 shall be deemed to be Confidential Information of XYNOMIC and compliance therewith, Prometheus shall have the right be subject to grant sublicenses (individually, a "Sublicense") under the License to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by PrometheusSection 11. *** Certain information on this page has been omitted **Text Omitted and filed separately Filed Separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Treatment Requested Under 17 C.F.R. Section 230.406 2.4 Termination of Sublicenses. If this Agreement is terminated [****] the Parties agree that each Sublicensee’s license [****] shall survive if the relevant Sublicensee agrees in writing to be bound by all of the omitted portions.terms of this Agreement [****]. Upon BII’s request, BII and such Sublicensee shall formalize such surviving sublicense by executing a direct license under the Licensed Know-How, [****]

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus Licensee shall have the right to grant sublicenses to any of its rights under Section 2.1; provided, however, that Licensee shall not sublicense any such rights to any entity which is not a recognized biopharmaceutical, pharmaceutical or bio-diagnostic company which is either (individuallya) listed on Schedule C hereto, as amended from time to time by mutual agreement of the parties, or (b) generally recognized in such industries and has a level of science, management and investors of the quality as shall be acceptable to CSMC (each, an "SublicenseAcceptable Sublicensee") on the basis of CSMC's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). In order to preserve and protect the value of the Patent Rights and Technical Information, Licensee shall obtain the prior written consent of CSMC prior to entering into or granting a sublicense to any party who is not an Acceptable Sublicensee under subclause (a) above. Licensee also shall keep CSMC reasonably informed with respect to the License progress of any relations entered into with any Acceptable Sublicensees (or any other party for whom CSMC has given its prior written consent) and shall give due consideration to third parties; provided any comments or concerns that such Sublicenses CSMC has with respect to same. Any and all sublicenses shall comply with be subject to the terms of this Agreement. Prometheus Licensee shall promptly provide Alizyme notify CSMC of all sublicenses and shall require all sublicensees to perform in accordance with a summary of the terms of any such Sublicense agreementthis Agreement (including, including the name and address of the Sublicenseebut not limited to, the rights being sublicensed royalty reporting and record keeping provisions, the indemnification and inspection provisions, and the applicable portion provisions pertaining to the use of the Prometheus Territory where CSMC's names and marks and Confidential Information). Licensee will be responsible for enforcing each sublicensee's obligations under its sublicense and, in particular, royalty payment obligations due on such sublicensed rights are grantedsublicensee's sales of Products. If Licensee shall conduct one or more audits of its sublicensees hereunder during the term hereof, Licensee shall provide to CSMC, on a Sublicensee breaches timely basis, copies of all audit reports; provided, however, that Licensee shall have the right to redact from such audit reports any terms of and all information which is not related to the Sublicense agreement which would constitute a material breach Patent Rights and Technical Information or the license granted to Licensee under this Agreement. The covenants pertaining to the use of CSMC's name and marks, Prometheus the indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense shall take Commercially Reasonable Efforts to enforce run for the terms benefit of such Sublicense against the SublicenseeCSMC, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense who shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute be expressly stated as being a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested third-party beneficiary thereof with respect to the omitted portionscovenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.

Right to Sublicense. Subject XYNOMIC is entitled to sublicense its rights under Section 2.2, to any of its Affiliates, provided that it shall inform BII of such sublicense. Any sublicense to a Third Party by XYNOMIC of its rights with respect to [****]. Any sublicense is subject to the sublicense agreement containing terms and conditions that are not inconsistent with those contained in this Agreement, and shall include, inter alia, provisions regarding confidentiality, indemnification, audit, record-keeping, termination and consequences of termination for BII's protection that are consistent with the corresponding terms and conditions provided herein. XYNOMIC shall remain liable to BII for all obligations under this Agreement, including its obligation to pay any amounts due on account of sales or other disposition of Compounds and Products by Sublicensees. XYNOMIC shall send to BII a copy of the signed sublicensing agreement within [****] after its execution; subject to reasonable redaction of confidential information. The Parties acknowledge that any and all information provided by XYNOMIC to BII under this Section 2.1 above, 2.3 shall be deemed to be Confidential Information of XYNOMIC and compliance therewith, Prometheus shall have the right be subject to grant sublicenses (individually, a "Sublicense") under the License to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by PrometheusSection 11. *** Certain information on this page has been omitted **Text Omitted and filed separately Filed Separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Treatment Requested Under 17 C.F.R. Section 230.406 2.4 Termination of Sublicenses. If this Agreement is terminated [****] the Parties agree that each Sublicensee’s license [****] shall survive if the relevant Sublicensee agrees in writing to be bound by all of the omitted portions.terms of this Agreement [****]. Upon BII’s request, BII and such Sublicensee shall formalize such surviving sublicense by executing a direct license under the Licensed Know-How, [****]

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Bausch Health may grant sublicenses of the licenses granted to it under Section 2.1 above(a) to its Affiliates, provided that such sublicense automatically terminates if such Sublicensee ceases to be an Affiliate of Bausch Health, and compliance therewith(b) to a Third Party solely with the prior written consent of Clearside, Prometheus such consent not to be unreasonably withheld, conditioned, or delayed. Bausch Health shall have ensure that any such permitted sublicense is consistent with the right terms and conditions of this Agreement, including that (i) each Sublicensee shall comply with Applicable Law, (ii) each Sublicensee shall protect and keep confidential any Confidential Information of Clearside in accordance with Article 9; (iii) each Sublicensee shall comply with Invention assignment obligations under Section 12.1, and (iv) the applicable sublicense will automatically terminate if the Sublicensee challenges, directly or indirectly, the validity, enforceability, or scope of any claim with the Licensed Patents in a court or other governmental agency of competent jurisdiction, including in a reexamination or opposition proceeding. Within [***] after execution, Bausch Health shall provide Clearside with a full and complete copy of each agreement granting a sublicense to grant sublicenses (individually, a "Sublicense") under the License to third partiesThird Party; provided that such Sublicenses shall comply Bausch Health may redact any confidential or sensitive information contained therein that is not necessary to confirm compliance with the terms of this Agreement. Prometheus Bausch Health shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus remain directly responsible for all of its obligations to Alizyme under this AgreementAgreement that have been delegated or sublicensed to any permitted Sublicensee, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any such Sublicensee conduct that would constitute have constituted a breach of this Agreement and fully responsible for performance shall be deemed a breach of this Agreement notwithstanding any Sublicenses granted as if it had been engaged in by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsBausch Health.

Right to Sublicense. Subject Licensee shall be entitled to sub-license the terms and conditions rights granted under this Agreement only as part of this Agreementa licence of a Licensed Service in its entirety (i.e., including Section 2.1 abovenot on a individual title by title basis, and compliance therewith, Prometheus shall have the right to grant sublicenses (individually, a "Sublicense") under the License to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary but Licensee may license one or more of the terms Licensed Services to a particular Approved Sublicensee) via the Approved Sublicensees on the following basis: Licensee shall be liable to Licensor for any act or omission of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Approved Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute be a breach of this Agreement if done or failed to be done by Licensee, and fully any such breach by such Approved Sublicensee shall be deemed a Licensee Event of Default hereunder if such breach would otherwise satisfy the definition of “Licensee Event of Default” as set out in Section 17.1. Licensee shall be responsible for performance all claims, actions, expenses and liability suffered or incurred by Licensor, arising out of or in connection with any breach of this Agreement notwithstanding by any Sublicenses granted by PrometheusApproved Sublicensee. *** Certain information Only the Approved Sublicensees shall be entitled to manage and control (a) the relevant Approved Delivery Means; (b) the direct transactional interface with each Subscriber to the Licensed Service; (c) the billing relationship with each Subscriber to the Licensed Service; and (d) the collections of all fees payable in respect of each Subscriber Transaction. Approved Sublicensees shall be entitled to carry out advertising/marketing/promotional activities, subject always to the same terms and conditions as set out in this Agreement. Licensee shall remain at all times the sole sub-licensor of Included Films for the Licensed Service. All Included Films licensed hereunder are sub-licensed to the Approved Sublicensees and made available on this page has been omitted and filed separately the relevant Licensed Service in accordance with the Securities terms hereof. Licensee shall remain at all times responsible for the scheduling of Included Films and Exchange Commissiondetermining or approving the format of layout and navigation of the Licensed Service. Confidential treatment has been requested with respect Licensee shall require the Approved Sublicensees to observe and perform all the relevant obligations of Licensee under this Agreement in relation to the omitted portionsexercise of the sub-licensed rights. No arrangement with the Approved Sublicensee shall grant rights in respect of any Included Films that are greater than those granted to Licensee hereunder. Any use of marketing materials in respect of any Included Films including on the Approved Sublicensees’ web pages is strictly in accordance with this Agreement and the Licensor’s written instructions from time to time.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus shall LICENSEE will have the right to grant sublicenses (individually, a "Sublicense") under the License license granted in Section 2.1 of this Agreement, through multiple tiers, to third parties; provided that such Sublicenses any Affiliate or third-party. Each sublicense of LICENSEE’s rights shall comply be in writing, shall be consistent with the terms and conditions hereof, and shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement between LICENSOR and LICENSEE, including related to reporting sales of this Agreement. Prometheus shall promptly provide Alizyme with a summary Licensed Product to LICENSOR; (ii) notify LICENSOR of the terms of any such Sublicense agreementsublicense or amendment thereto within thirty (30) days after it becomes effective, including the name and address identity of the Sublicensee, the rights being sublicensed sublicensee and the applicable portion territory in which such rights have been ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of the Prometheus Territory where such sublicensed rights sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or amendment that are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach unrelated to LICENSEE’s obligations under this Agreement, Prometheus shall take Commercially Reasonable Efforts ); and (iv) use commercially reasonable efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable sublicense agreement that relate to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its LICENSEE’s obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus Cara shall have the right to grant sublicenses (individually, a "Sublicense") through multiple tiers under the License license granted to third partiesit under Section 2.1 to any of Cara’s Affiliates and to any Third Parties (including the rights of Sub-licensees to grant further sublicenses) for the Development and Commercialization of Products in the Territory in the Field, including for Manufacture of Product by a CMO; provided that such Sublicenses (i) Cara shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms not be relieved of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach its obligations under this Agreement; (ii) Cara shall secure all appropriate covenants, Prometheus obligations and rights from any such Sub-licensee, including licenses, assignment of intellectual property rights and confidentiality obligations, to ensure that such Sub-licensee is subject to, and complies with, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CARA THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. all of Cara’s applicable covenants and obligations under this Agreement; (iii) Cara shall take be responsible for the performance of its obligations under this Agreement and shall use Commercially Reasonable Efforts to enforce the obligations of each Sub-licensee under the relevant Sublicense Agreement, including the performance of activities required, the making of all payments due and the making of any reports under this Agreement with respect to sales of Product by such Sub-licensee, and such Sub-licensee’s compliance with provisions of Sections 2.1, 2.6, 5.1, 5.4, 5.5, 5.7 and Article 4 of this Agreement; (iv) Cara shall require such Sub-licensee to retain such books and records, and Cara agrees that Cara will audit the books and records of any Sub-licensee, at Enteris’ request and expense, in accordance with the provisions of Section 6.7; (v) Cara shall provide Enteris with a copy of any such Sublicense Agreement executed by Cara pursuant to this Section 2.2 within [***] after execution; provided, that, the financial terms and any other confidential terms of any such Sublicense against Agreement may be redacted to the Sublicensee, including termination if such breach is extent not cured within thirty (30) days and pursuit relevant to the determination or enforcement of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme Enteris’ rights under this Agreement; and (vi) Cara shall provide written notice to Enteris of such Sub-licensee within [***] after execution, but not in order to seek approval. All obligations of Cara under this Section 2.2 shall apply mutatis mutandis to all Sub-licensees of Cara that further sublicense their rights and obligations under this Agreement to further Sub-licensees, and Prometheus Cara shall remain fully liable require each of its Sub-licensees to Alizyme include appropriate provisions in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionssuch further sublicense.

Right to Sublicense. Subject to and in accordance with the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus Xxxxxx shall have the right to grant sublicenses and rights of reference granted by Sucampo under Section 2.1.1 to (individuallya) its Affiliates without prior approval of Sucampo as long as such Affiliate remains an Affiliate of Xxxxxx and is listed as an Affiliate in Exhibit L as such Exhibit may be updated at least annually, and (b) any other Person, only if approved by Sucampo in advance and in writing, which approval may be granted in Sucampo’s sole discretion after having the opportunity, but not the obligation, to conduct its own due diligence with respect to the proposed sublicensee (each of the foregoing, a "Sublicense"“Sublicensee”) under the License to third parties; provided that (i) in connection with a sublicense to any Person which is not an Affiliate of Xxxxxx, Xxxxxx shall enter into a binding and written sublicense agreement with each such Sublicenses shall comply Sublicensee (“Sublicense Agreement”) that is consistent in all respects with this Agreement and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property rights to at least the terms same extent of this Agreement. Prometheus , including without limitation containing provisions for the benefit of Sucampo substantially similar in language and scope to Sections 2.1.4 and 11.1 and ARTICLE 10 of this Agreement; and provided that any such sublicense shall promptly provide Alizyme be of no greater scope than the license granted to Xxxxxx under Section 2.1.1, (ii) in connection with a summary sublicense to any Person which is an Affiliate of Xxxxxx, Xxxxxx shall ensure that such Affiliate complies all respects with this Agreement as such terms apply to Xxxxxx and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property rights to the terms same extent of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus including without limitation Sections 2.1.4 and 11.1 and ARTICLE 10 of this Agreement; and provided that any such sublicense shall take Commercially Reasonable Efforts be of no greater scope than the license granted to Xxxxxx under Section 2.1.1 (iii) Sucampo shall be an intended third party beneficiary of each Sublicense Agreement and to the extent permitted by the law, shall have the right, but not the obligation, to enforce the terms any and all obligations of such Xxxxxx under a Sublicense against the SublicenseeAgreement, including termination if such breach is not cured within thirty (30iv) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense Xxxxxx shall not relieve Prometheus be relieved of its obligations pursuant to Alizyme under this Agreement, Agreement as a result of such sublicense and Prometheus shall remain fully responsible and liable to Alizyme in respect for any action or omission of any acts or omissions of any each Sublicensee that which would constitute a breach of this Agreement if committed by Xxxxxx as if Xxxxxx had committed such action or inaction itself and fully responsible for performance (v) the Sublicensee shall expressly agree in writing to be bound by and subject to the terms and conditions of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted in the same manner and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionssame extent as Xxxxxx. Xxxxxx shall, at its own expense, investigate each report and indication of breach of this Agreement by any Affiliate Sublicensee or any Sublicense Agreement, and Xxxxxx shall promptly report to Sucampo any breach learned of or discovered by Xxxxxx. Xxxxxx shall diligently enforce the terms and conditions of this Agreement against each Affiliate Sublicensee and the terms and conditions of each Sublicense Agreement against each applicable Sublicensee, including without limitation, by (x) pursuing all appropriate judicial and administrative action and relief in the event of any breach of this Agreement by any Affiliate Sublicensee or breach of the Sublicense Agreement and (y) upon Sucampo’s request, terminating the Sublicense Agreement upon a breach thereof or the sublicense granted to the Affiliate Sublicensee upon a breach of the terms of this Agreement. Upon any expiration or termination of this Agreement for any reason, all Sublicense Agreements and all sublicenses granted to Affiliate Sublicensees under this Agreement shall automatically terminate. In no event shall Sucampo or any of its Affiliates have any obligation to assume any obligations or liabilities, or be under any obligation or requirement of performance, under any such Sublicense Agreement or to any Affiliate Sublicensee either extending beyond Sucampo’s obligations and liabilities under this Agreement or otherwise.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus Cara shall have the right to grant sublicenses (individually, a "Sublicense") through multiple tiers under the License license granted to third partiesit under Section 2.1 to any of Cara’s Affiliates and to any Third Parties (including the rights of Sub-licensees to grant further sublicenses) for the Development and Commercialization of Products in the Territory in the Field, including for Manufacture of Product by a CMO; provided that such Sublicenses (i) Cara shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms not be relieved of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach its obligations under this Agreement; (ii) Cara shall secure all appropriate covenants, Prometheus obligations and rights from any such Sub-licensee, including licenses, assignment of intellectual property rights and confidentiality obligations, to ensure that such Sub-licensee is subject to, and complies with, all of Cara’s applicable covenants and obligations under this Agreement; (iii) Cara shall take be responsible for the performance of its obligations under this Agreement and shall use Commercially Reasonable Efforts to enforce the obligations of each Sub-licensee under the relevant Sublicense Agreement, including the performance of activities required, the making of all payments due and the making of any reports under this Agreement with respect to sales of Product by such Sub-licensee, and such Sub-licensee’s compliance with provisions of Sections 2.1, 2.6, 5.1, 5.4, 5.5, 5.7 and Article 4 of this Agreement; (iv) Cara shall require such Sub-licensee to retain such books and records, and Cara agrees that Cara will audit the books and records of any Sub-licensee, at Enteris’ request and expense, in accordance with the provisions of Section 6.7; (v) Cara shall provide Enteris with a copy of any such Sublicense Agreement executed by Cara pursuant to this Section 2.2 within [***] after execution; provided, that, the financial terms and any other confidential terms of any such Sublicense against Agreement may be redacted to the Sublicensee, including termination if such breach is extent not cured within thirty (30) days and pursuit relevant to the determination or enforcement of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme Enteris’ rights under this Agreement; and (vi) Cara shall provide written notice to Enteris of such Sub-licensee within [***] after execution, but not in order to seek approval. All obligations of Cara under this Section 2.2 shall apply mutatis mutandis to all Sub-licensees of Cara that further sublicense their rights and obligations under this Agreement to further Sub-licensees, and Prometheus Cara shall remain fully liable require each of its Sub-licensees to Alizyme include appropriate provisions in respect of any acts or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionssuch further sublicense.

Right to Sublicense. Subject OnCore may sublicense the rights granted to it under Section 2.1 to one or more of its Affiliates or Third Parties at any time. OnCore shall use Commercially Reasonable Efforts to ensure that any such Third Party to which it grants a sublicense is financially sound and able to meet the terms and conditions obligations of any sublicense agreement. OnCore shall remain responsible for the performance of its obligations under this Agreement, including Section 2.1 abovethe performance of its sublicensees, and compliance therewithparticularly with respect to all payments due hereunder, Prometheus whether or not such payments are made by the sublicensing Party, its Affiliates or its sublicensees. OnCore shall have the right to grant sublicenses (individually, a "Sublicense") under the License to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms reasonable advance notice of any such Sublicense sublicense to NeuroVive and shall, upon request, provide NeuroVive the opportunity to review the sublicense agreement, including the name and address . All such notices of sublicenses shall be deemed to be Confidential Information of the SublicenseeOnCore subject to the provisions of ARTICLE 9 whether or not so marked, and NeuroVive shall not disclose such Confidential Information to any Third Party or use such Confidential Information for any purpose other than for the rights being sublicensed purposes of Section 2.2.3, except (a) to the extent required under applicable securities and other laws, and (b) to attorneys, accountants and other advisors, and to existing and prospective investors, lenders, licensees or collaborators, subject to commercially reasonable precautions to protect the applicable portion confidentiality of the Prometheus Territory where information. Notwithstanding the foregoing, in the event that any such sublicensed sublicense would convey substantially all rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach granted to OnCore under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense sublicense shall not relieve Prometheus be effective without the prior written consent of its obligations NeuroVive, such consent not to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts be unreasonably withheld or omissions of any Sublicensee that would constitute a breach of this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsdelayed.

Right to Sublicense. Subject to the terms and conditions of this Agreement, including The licenses granted in Section 2.1 above, and compliance therewith, Prometheus shall have ‎2.1 include the right to grant sublicenses (individuallythrough multiple tiers) to Third Parties (each such Third Party sublicensee, a "Sublicense"“Sublicensee”), provided that: (1) under the License each such sublicense shall be subordinate to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreement, including the name and address of the Sublicensee, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus (2) no such sublicense shall take impair EYEFITE (directly or with and through its Sublicensees) to perform its obligations hereunder, (3) no such sublicense shall limit or impair CANFITE’s rights hereunder, (4) no such sublicense shall limit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions set forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to enforce develop and commercialize the terms Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and the obligation to keep records and make reports hereunder, (6) the sublicense will require the approval of CANFITE, which will not be unreasonably withheld, and (7) as far as such sublicense includes also the PHS Patents, also the approval of PHS, as stipulated in the PHS Agreement. EYEFITE shall provide CANFITE with a true, accurate and complete copy of each sublicense agreement with its Sublicensees promptly after execution. Each sublicense granted to a Sublicensee by EYEFITE to any rights licensed to it hereunder shall terminate immediately upon the termination of the license from CANFITE to EYEFITE with respect to such rights as of the effective date of such Sublicense against the Sublicenseetermination by CANFITE pursuant to Section ‎11.2(b), including termination provided however, that if such breach a Sublicensee is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus in material default of its obligations to Alizyme EYEFITE under this Agreementits sublicense agreement, and Prometheus shall remain fully liable within sixty (60) days of such termination the Sublicensee agrees in writing to Alizyme in respect of any acts or omissions of any Sublicensee that would constitute be bound directly to CANFITE under a breach of license agreement substantially similar to this Agreement and fully responsible for performance of this Agreement notwithstanding any Sublicenses granted by Prometheus. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsrights sublicensed hereunder, substituting such Sublicensee for EYEFITE, then such sublicense shall not so terminate.

Right to Sublicense. Subject Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI. Any such permitted sublicense: (i) shall be subject to the terms and conditions of this Agreement, including Section 2.1 above, and compliance therewith, Prometheus ; (ii) shall have expressly exclude the right to grant sublicenses sublicense; and (individually, iii) shall be made pursuant to a "Sublicense") written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under the License this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to third parties; provided that such Sublicenses shall comply with the terms of this Agreement. Prometheus Neurotrope shall promptly provide Alizyme with a summary of the terms of any such Sublicense agreementbe liable and responsible for, including the name and address of the Sublicenseeshall assume all liabilities and responsibilities for, the rights being sublicensed and the applicable portion of the Prometheus Territory where such sublicensed rights are granted. If a Sublicensee breaches any terms of the Sublicense agreement which would constitute a material breach under this Agreement, Prometheus shall take Commercially Reasonable Efforts to enforce the terms of such Sublicense against the Sublicensee, including termination if such breach is not cured within thirty (30) days and pursuit of any fees or other consideration payable to Prometheus pursuant to such Sublicense. Any Sublicense shall not relieve Prometheus of its obligations to Alizyme under this Agreement, and Prometheus shall remain fully liable to Alizyme in respect of any acts or omissions of its sublicensees and shall not grant any Sublicensee rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would constitute be a breach of this Agreement and fully responsible for performance if performed by Neurotrope shall be deemed to be a breach of this Agreement notwithstanding any Sublicenses by Neurotrope. No sublicense agreement granted by PrometheusNeurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the Term of this Agreement. *** Certain information on Without limiting any other provision of this page has been omitted and filed separately with Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with, such sublicense agreement shall be assigned to BRNI; (ii) the Securities and Exchange Commission. Confidential treatment has been requested sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to the omitted portionsall Confidential Information of BRNI, NRV II and Neurotrope; and (iii) BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense agreement. Neurotrope shall promptly supply BRNI with a copy of each sublicense agreement for BRNI’s review prior to such agreement being executed.