Common use of Sublicenses Clause in Contracts

Sublicenses. Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

Sublicenses. Merck shall have the right A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations Section 10.3 for Commercialization rights with respect to a non-Affiliated Sublicensee, provided that (i) such Sublicensee is not then (a) in material breach of any provision of this CCPS Agreement or (b) in material breach of the Research, Development and Commercialization applicable sublicense agreement or otherwise in breach of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee agreement in a manner that would be reasonably expected give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this CCPS Agreement pursuant to Section 17.2(a) for Celgene’s failure to fulfill its payment obligations hereunder, such Sublicensee agrees to and does pay to Bluebird all outstanding amounts that accrued as a result in their timely and successful completion of such Sublicensee’s activities in accordance under the sublicense, (iii) Bluebird will have the right to step into the role of Celgene as sublicensor under any such sublicense executed after the CCPS Agreement Effective Date, with this Agreementall the rights that Celgene had under such sublicense, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck solely with respect to the sublicense. Merck shall ensure compliance with the applicable terms Bluebird Licensed IP, prior to termination of this CCPS Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the extent applicable to sublicensees) by its sublicensee, including date of the termination of this CCPS Agreement solely with respect to provisions the Bluebird Licensed IP), (iv) such Sublicensee will pay to Bluebird all amounts that Celgene would have been obligated to pay to Bluebird hereunder with respect to such Sublicensee’s activities had this CCPS Agreement not terminated (less any amounts received by Bluebird in clause (iii) above) and (v) the survival of such sublicense will not result in an imposition of any additional obligations on confidentiality, intellectual property ownership and compliance with Applicable Lawsthe part of Bluebird that are not included within the scope of this CCPS Agreement. Without limiting Celgene will include in any sublicense agreement executed after the foregoing, CCPS Agreement Effective Date that relates solely to the extent that Merck grants Bluebird Licensed IP a sublicense so as provision in which said Sublicensee acknowledges its obligations to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of Bluebird under this Agreement, including Section 7.117.4(b).

Sublicenses. Merck COMPANY shall have the right to grant sublicenses under its license grant as described in Section 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. The terms of any sublicense agreement shall not contradict the terms of this AGREEMENT and shall include ([…***…]at least) the following provisions: prohibiting any use of THE PARTIES’s names, requiring indemnification of THE PARTIES, requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the licenses granted sublicense. COMPANY will not grant or amend any sublicense under PATENT RIGHTS unless it first submits a full and complete draft of any such proposed sublicense or amendment (as the case may be) to Merck hereunder, including in connection with the performance of tasks THE PARTIES and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of Ablynxany approved sublicense agreement or amendment within thirty (30) days of execution thereof by COMPANY. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms Upon termination of this Agreement (for any reason, existing sublicenses of the PATENT RIGHTS, if not then in breach, shall remain in full force and effect, with the effect that THE PARTIES shall be substituted in place of the COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to the extent applicable to sublicensees), and the grant SUBLICENSEE for any actual or alleged breach of any such sublicense by COMPANY, nor shall not relieve Merck of its obligations under this Agreement (except THE PARTIES be obligated to accept any provisions in the extent they are performed by any such sublicensee(s) in accordance sublicense that conflicts with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate by THE PARTIES to the applicable terms and conditions COMPANY, nor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform THE PARTIES’s legal obligations under any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a other sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance granted by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedyCOMPANY, or proceed against such sublicensee for by applicable federal, state or local statute or regulations or that violate any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms all of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1THE PARTIES’ policies.

Sublicenses. Merck shall have the right to A Licensee may not sublicense ([…***…]) any or all of its rights under the licenses granted to Merck hereunderit pursuant to this Agreement except to (a) Affiliates of such Licensee, including or (b) other Persons providing services for the benefit of Licensee in connection with the performance businesses, products and services of tasks and obligations Licensee that are covered by the licenses granted herein (each such other Person, a “Third Party Sublicensee” and, together with respect to the Research, Development and Commercialization of Program Nanobody(iesAffiliates described in clause (a), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynxa “Sublicensee”). Notwithstanding the foregoing, any such Each permitted sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck Sublicensee shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under granted pursuant to a sublicense hereunder written agreement which at all times (i) is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees)subject to, and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all casesconsistent with, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, and (ii) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP licensed to such Licensee at least as protective of Licensor as the provisions of this Agreement. In addition, without limiting the foregoing, Licensee shall have the right to grant distribution and resale rights to distributors, in each case solely to the extent necessary in connection with the distribution and resale of products and services within the scope of the applicable license granted to such Licensee (collectively, “Distributors”), in each case pursuant to a written agreement which at all times (A) is subject to, and consistent with, the terms and conditions of this Agreement, and (B) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP at least as protective of Licensor as the provisions of this Agreement. Without limiting the foregoing, Licensee shall have the right to grant customer and end-user rights in connection with such customer’s and end-user’s use of products and services in accordance with this Agreement. For clarity, granting a sublicense, or distribution and resale rights, shall not relieve Licensee of any obligations hereunder and Licensee shall cause all of its Sublicensees to comply, and shall be jointly and severally responsible and liable hereunder for all Sublicensees’ and Distributors’ compliance, with all terms and conditions hereof applicable to Licensee, including Section 7.1the use restrictions and confidentiality obligations, and all terms and conditions of such sublicense.

Sublicenses. Merck COMPANY shall have the right to grant sublicenses under its license grant as described in Section 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to enable COMPANY to comply with this Agreement. The terms of any sublicense agreement shall not contradict the terms of this AGREEMENT and shall include ([…***…]at least) the following provisions: prohibiting any use of THE PARTIES’s names, requiring indemnification of THE PARTIES, requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the licenses granted sublicense. COMPANY will not grant or amend any sublicense under PATENT RIGHTS unless it first submits a full and complete draft of any such proposed sublicense or amendment (as the case may be) to Merck hereunder, including in connection with the performance of tasks THE PARTIES and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of Ablynxany sublicense agreement or amendment within thirty (30) days of execution thereof by COMPANY. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms Upon termination of this Agreement (for any reason, existing sublicenses of the PATENT RIGHTS, if not then in breach, shall remain in full force and effect, with the effect that THE PARTIES shall be substituted in place of the COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to the extent applicable to sublicensees), and the grant SUBLICENSEE for any actual or alleged breach of any such sublicense by COMPANY, nor shall not relieve Merck of its obligations under this Agreement (except THE PARTIES be obligated to accept any provisions in the extent they are performed by any such sublicensee(s) in accordance sublicense that conflicts with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate by THE PARTIES to the applicable terms and conditions COMPANY, nor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform THE PARTIES’s legal obligations under any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a other sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance granted by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedyCOMPANY, or proceed against such sublicensee for any obligation by applicable federal, state or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent local statute or regulations or that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1violate THE PARTIES policies.

Sublicenses. Merck The License granted to RedHill under this Agreement is Sublicensable (and further Sublicensable) in whole or in part, to third parties in arms length transactions. For the avoidance of doubt, RedHill shall, subject to the license grant provided herein, be entitled to conduct or to perform any activity in respect of the Product by means of any third party sub-contractor, and such conduct shall not be considered to be a grant of a Sublicense hereunder. RedHill shall give IntelGenx written notice of any intended Sublicense, including the name of the Sublicensee and the material terms thereof. IntelGenx shall have 30 days (or such shorter period as is reasonably specified by RedHill to address the exigencies of an agreement or negotiation with a Sublicensee) to deliver a notice that it does not approve the proposed Sublicense. In the event IntelGenx notifies RedHill that it does not approve the proposed Licensee the matter shall be presented to the Steering Committee for resolution and the provisions of Section 5.7 shall be applicable. If IntelGenx does not deliver a notice of disapproval within such 30 day period, then RedHill shall have the right to execute the Sublicense with the Sublicensee. IntelGenx agrees that it cannot unreasonably withhold, delay or condition approval to any proposed Sublicense hereunder. Any sublicense ([…***…]) any or all by the Parties of the licenses rights granted to Merck hereunder, including in connection such Party under this Agreement shall be consistent with the performance terms of tasks and obligations with respect this Agreement, shall contain provisions necessary to effectuate the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (and shall include an obligation for the Sublicensee to the extent applicable comply with obligations similar to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions those of this Agreement. Where However, in the event that IntelGenx and RedHill enter into a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this [****] Agreement, RedHill will not have the right to grant sublicenses and Merck all sublicenses granted by RedHill shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1terminate.

Sublicenses. Merck shall have Company has the right, exercisable from time to time during the term of this Agreement, to Sublicense its rights under this Agreement; Company may grant Sublicensees the right to sublicense ([…***…]) any or all of grant sublicenses but not the licenses granted right to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynxenforce Licensed Patents. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country Company shall require prior written notification to Ablynx. Merck shall be remain responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except Agreement, and shall ensure that the Sublicense agreement: i) contains terms and conditions requesting Sublicensee to the extent they are performed by any such sublicensee(s) in accordance comply with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions under this Agreement (including a release substantially similar to that provided by Company in Section 10.1 “Company’s Release”; a warranty substantially similar to that provided by Company in Section 11.1 “Authority”; University disclaimers and exclusions of warranties under Subsections 11.2 “Disclaimers”; and limitations of remedies and damages substantially similar to those provided by Company in Sections 12.1 “Remedy Limitation” and 12.2 “Damage Cap”); and (ii) specifically incorporates provisions of this Agreement regarding obligations pertaining to indemnification, use of names and insurance. Company shall deliver to University a true, correct, and complete copy of any Sublicense agreement or other agreement under which Company purports or intends to grant Sublicense rights at least 20 business days prior to the execution of the agreement, along with a request for review within 20 days pursuant to this Subsection 3.1.2 “Sublicenses”. University will review the unexecuted Sublicense and will, within 20 business days of receipt of the proposed Sublicense, either provide express written approval for the Sublicense as presented or decline consent for the transaction. Such approval will not be unreasonably withheld. If approval is granted, Company will provide University copies of the Sublicense agreement within 30 days of its execution. Company shall not enter into such agreement if the terms of the agreement are inconsistent in any respect with the material terms of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee Any Sublicense made in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms violation of this Agreement (to the extent applicable to sublicensees) Subsection will be void and will constitute an event of default under Subsection 9.1.1 “Breach by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1Company”.

Sublicenses. Merck NewLink and its Affiliates shall have the right to sublicense grant sublicenses to third parties ([…***…]each, a “Sublicensee”) any or under the LIMR Technology and Patent Rights (with the right to further sublicense) for all purposes including to research, develop, make, have made, use, sell, offer for sale, and import the Licensed Products. Such sublicenses shall be in writing and expressly subject to the terms of this Agreement, and shall not grant rights under the Patent Rights that exceed the scope of the licenses rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to Merck hereunderrequire that its Sublicensees must not violate the terms of this Agreement, including in connection with and that such Sublicensees shall do the performance of tasks and obligations same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the Researchbenefit of LIMR. At LIMR’s request, Development NewLink will provide LIMR with a copy of each sublicense and Commercialization subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the Patent Rights or LIMR Technology or the royalties, revenue or consideration thereunder or the sublicense of Program Nanobody(iesrights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, Compound(sthose agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. If LIMR has requested copies of the Agreement, New Link shall automatically provide copies of any amendments in existence at the time of the request and subsequently at the time such amendments are entered into. Upon termination of this Agreement in compliance with the notice and other provisions of this Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and Product(s) as Merck deems appropriate its sublicensees will remain in effect and without be assigned directly to LIMR, which shall have the prior written consent right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of Ablynxits sublicense and the applicable terms of this Agreement. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country LIMR shall require prior written notification to Ablynx. Merck shall not be responsible for ensuring that the performance by any obligation of its sublicensees hereunder that are exercising rights NewLink under a sublicense hereunder is in accordance with the applicable terms of this Agreement (any such agreement which obligation accrued prior to the extent applicable to sublicensees), date of such assignment and the grant of if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense shall agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation, the subsublicensee may sell all Licensed Products in its inventory and complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided it is not relieve Merck of in default under its obligations under this Agreement (except subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the extent they are performed by any sublicensor thereunder and provides one or more accountings of all such sublicensee(ssales to LIMR (1) in accordance with this Agreement). In all caseswithin thirty (30) days of LIMR’s request therefore and (ii) within thirty (30) days after the last such sale, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not accountings to be unreasonably withheld)certified as true, complete and Merck shall oversee the performance correct by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1’s chief financial officer.

Sublicenses. Merck KHK (or its Affiliates) shall have the right be permitted to sublicense ([…***…]) any or all of the licenses rights granted to Merck it hereunder, including in connection with the performance of tasks and obligations with respect subject to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of AblynxSyndax, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoingKHK, any such sublicense granted to a Third Party however, acknowledges that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights sublicenses under a sublicense hereunder is in accordance with the applicable terms of this Agreement (Syndax Patents licensed to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall Syndax from Bayer will require the prior written consent of Ablynx (Bayer, which shall not to be unreasonably withheld)refused and which Syndax will use Commercially Reasonable Efforts to obtain, but Syndax shall not be liable to KHK if Bayer fails to provide such consent. KHK and the applicable Sublicensee shall document each such sublicense in writing, and Merck shall oversee the performance by such sublicensee terms of the relevant activities by the sublicensee in a manner that would written sublicense shall be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance consistent with this Agreement. Merck hereby expressly waives any requirement Without limiting the generality of the foregoing, each such written sublicense shall (a) require the applicable Sublicensee to comply with the terms of this Agreement; (b) require that, upon a termination of such sublicense, the Sublicensee must assign to KHK, and provide to KHK full copies of, all Regulatory Approvals and INDs, NDAs and other similar regulatory filings that Ablynx exhaust any rightrelate to Products and/or Compounds and are owned or Controlled by such Sublicensee, power or remedy(such that KHK will be able to, or proceed against pursuant to Section 13.5.3, assign to Syndax, and provide Syndax with full copies of, all such sublicensee Regulatory Approvals and regulatory filings upon termination of this Agreement); and (c) explicitly state that such sublicense will immediately terminate upon termination of this Agreement. KHK shall be responsible for any obligation or performance hereunderits Sublicensee’s *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, prior to proceeding directly against Merck AS AMENDED. actions and omissions with respect to this Agreement. Promptly after the sublicense. Merck execution of each written sublicense agreement, KHK shall ensure compliance with the applicable terms provide to Syndax a true and complete copy of this Agreement (such agreement; provided, however, that any financial or other information may be redacted to the extent not applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and the Sublicensee’s compliance with Applicable Lawsthis Agreement. Without limiting Syndax shall be permitted to provide such redacted copy to Bayer in confidence. Notwithstanding the foregoing, KHK shall be permitted to sublicense to its Affiliates the extent that Merck grants a sublicense so as rights granted to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with it hereunder without obtaining the terms and conditions prior consent of this Agreement, including Section 7.1Syndax.

Sublicenses. Merck 3.1. LICENSEE shall have the right to sublicense ([…***…]) any or all of the licenses granted grant sublicenses to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations SUBLICENSEES under this Agreement only with XXXXXXX’x prior written consent, which shall not be unreasonably withheld. LICENSEE shall provide MOFFITT with a final, un-redacted copy of such sublicense agreement thirty (except 30) days prior to the extent they are performed by any execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such sublicensee(ssublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be in writing and subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)to, and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreementconsistent with, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article 3. For the avoidance of doubt, LICENSEE shall also include provisions in all sublicenses to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including Section 7.1without limitation, making all payments due to MOFFITT by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without XXXXXXX’X prior written permission.

Sublicenses. Merck OST shall have the right to sublicense ([…***…]) any or all grant sublicenses of the licenses granted rights licensed to Merck hereunderit under Section 5.1, including as applicable, solely as follows: (a) in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted regulatory activities related to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) Studies for the U.S. First Indication, to COG and to other Third Parties who are either approved by an authorized representative of Advaxis in writing or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is identified in accordance with the applicable terms of this Agreement Exhibit B attached hereto; (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(sb) in accordance connection with this Agreement). In all casesmanufacture and testing of Licensed Products, the rights granted to Third Parties who are either approved by an authorized representative of Advaxis in writing or identified in Exhibit B attached hereto; or (c) in connection with any other Development and commercialization activities, to any sublicensee shall be subject and subordinate to the applicable terms and conditions Affiliate or other Third Parties who are approved by an authorized representative of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee Advaxis in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Lawswriting. Without limiting the foregoing, Advaxis may (i) and revise the Third Parties identified in Exhibit B at any time or (ii) withhold its approval to sublicense, in each case ((i) and (ii)), where Advaxis has a reasonable concern with the extent that Merck grants a sublicense so as to enable said capability, experience and resources of the proposed sublicensee to perform Research Program activitiesthe activities set forth in the foregoing Sections 5.3(a), Merck (b) and (c) or comply with the terms of this Agreement (including enabling OST to comply with its obligations under this Agreement) or where the proposed sublicensee has a reputation for failing to manufacture products in accordance with GMP or otherwise comply with applicable law. Notwithstanding the foregoing, OST recognizes that any sublicensing of Advaxis Technology licensed from Penn will require Penn’s consent, and subject to Section 9.1(d), Advaxis will use Commercially Reasonable Efforts to obtain Penn’s consent for any sublicenses that meet the applicable requirements as promptly as possible. If Penn grants such consent, OST hereby agrees that it shall ensure require in any such sublicense that its sublicensee is obligated be subject to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the all terms and conditions of the Penn Agreement applicable to a “sublicensee” thereunder. Further, OST shall remain primarily liable to Advaxis for all of OST’s duties and obligations contained in this Agreement and any act or omission of any of its sublicensees which would be a breach of this Agreement if performed by OST shall be deemed to be a breach by OST of this Agreement, including Section 7.1.

Sublicenses. Merck From the Effective Date, Processa shall have the right to sublicense ([…***…]) any or all of grant sublicenses under the licenses to Ocuphire Intellectual Property and Ocuphire’s interest in the Joint Intellectual Property granted to Merck hereunder, including in connection with the performance of tasks Processa under Section 2.1(a) to its Affiliates and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the Third Parties; provided that Ocuphire provides its prior written consent of Ablynx. Notwithstanding the foregoingto such sublicense, any such sublicense granted consent not to a Third Party be unreasonably withheld, conditioned or delayed, except that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms to an Affiliate shall not require Ocuphire’s consent for so long as such Affiliate remains an Affiliate of this Agreement (to the extent applicable to sublicensees)Processa; provided, and the grant of further, that any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In be consistent with, and subject to, all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck Processa shall remain responsible and primarily and fully liable for the performance of such activities in accordance with its obligations under this Agreement, regardless of whether Processa may have delegated those obligations to its Sublicensee or Affiliate. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior Each agreement with each Sublicensee must include grants of rights sufficient to proceeding directly against Merck enable Processa to grant substantially the rights set forth in Sections 11.7(c) through 11.7(e) with respect to (i) all Know-How and Patent Rights (including all applicable pre-clinical and clinical data, including pharmacology and biology data; Manufacturing documents and materials; and Manufacturing technologies) Controlled by such Sublicensee during the sublicense. Merck shall ensure compliance Term and used by such Sublicensee in the Development, Manufacture or Commercialization of any Compound or Product (collectively, “Sublicensee Intellectual Property”); (ii) all filings with Regulatory Authorities in the Territory relating to Compounds and Products and Regulatory Approvals relating to Compounds and Products held by such Sublicensee, including related correspondence with Regulatory Authorities; (iii) all Manufacturing agreements to which such Sublicensee is a party that are related to Compounds or Products; (iv) all of such Sublicensee’s inventory of Compounds and Products existing as of the applicable date; and (v) all trademarks owned by such Sublicensee and used solely in connection with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicenseeProducts, including along with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Lawsall associated goodwill. Without limiting the foregoing, to Processa shall, within thirty (30) days after granting any sublicense, notify Ocuphire of the extent that Merck grants grant of such sublicense and provide Ocuphire with a copy of such sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1agreement.

Sublicenses. Merck shall have (i) Any sublicense agreement(s) entered into under Section 2.4 of this Agreement for the right to sublicense ([…***…]) any or all purpose of the licenses granted development and commercialization of any drug or products (each, a “Sublicense”) in effect as of the effective date of termination of this Agreement shall terminate (the “Termination Date”), and such Sublicensee shall, at its option by providing written notice of its election to Merck hereunderdo so within forty-five (45) days following the Termination Date, including be a direct licensee under and subject to the terms and conditions of this Agreement as if a signatory hereto, provided that: (i) the payment terms of the direct license will be those of this Agreement; (ii) the Sublicensee is in connection with the performance of tasks and obligations good standing with respect to the ResearchSublicense and was not itself the cause of the termination of this Agreement; (iii) the rights granted to the Sublicensee shall be subject to the field restrictions and other limitations under the Sublicense as if fully set forth herein; (iv) Enumeral and Sublicensee shall negotiate in good faith regarding the choice of law jurisdiction for such direct license; (v) any diligence requirements on the part of such Sublicensee for the development of any product under the Sublicense Agreement shall continue in addition to any diligence requirements under this Agreement; (vi) such Sublicensee has expressly agreed to abide by this provision and assume the obligations under this Agreement; and (vii) such direct license between Enumeral and the Sublicensee shall not place any additional obligations or restrictions (including but not limited to representations, Development and Commercialization of Program Nanobody(ies)warranties, Compound(sor liabilities) and Product(s) as Merck deems appropriate and on Enumeral that are not included in this Agreement or that are beyond Enumeral’s obligations under this Agreement without the prior written consent of AblynxEnumeral. Notwithstanding the foregoingBy accepting such direct license, such Sublicensee releases Enumeral from any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. claim or liability whether actual or contingent under any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance agreement with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1Pieris.

Sublicenses. Merck Each Licensee and its Affiliates shall have the right to sublicense ([…***…]) any or all of grant sublicenses to the licenses rights granted to Merck hereunderit under Section 2.1 to Third Parties, including however only (i) as Naked Sublicenses, or (ii) in connection with the performance of tasks and obligations with respect a Platform Alliance. Each Naked Sublicense shall be subject to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent approval of AblynxMI, which shall not unreasonably be withheld. Notwithstanding the foregoing, any such sublicense granted A Licensee proposing to grant a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country Naked Sublicense shall require inform MI in writing at least 30 days prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant intended signature of any such sublicense shall agreement in sufficient detail (in particular regarding financial terms and other relevant information) to permit MI to decide whether or not relieve Merck of to approve. Any requested approval is deemed to be granted if MI does not refuse the approval in writing within 30 (thirty) days after receiving the necessary information; in particular, MI may withhold its obligations approval if MI deems the received information not sufficient. Each sublicense granted under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to to, and consistent with, the applicable terms and conditions of this Agreement. Where a sublicensee of Merck The applicable Licensee shall be liable that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)subsequent sublicenses granted by its Sublicensees are subject and subordinate to, and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreementconsistent with, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement. Within 30 days after the signature of each sublicense granted under this Agreement, including Section 7.1the applicable Licensee shall provide Ml with a reasonably redacted copy of the signed sublicense agreement. ***Confidential Treatment Requested For the avoidance of doubt, and notwithstanding the existence or terms of the Licensees’ Agreement, the Parties acknowledge and agree that Regulus shall not be considered a Sublicensee of Alnylam and/or Isis for purposes of this Agreement.

Sublicenses. Merck Mallinckrodt shall have the right to sublicense ([…***…]) any or all grant sublicenses, through multiple tiers of sublicenses, under the licenses granted in Section 4.1 to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, Sublicensees; provided that any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies)sublicenses shall (a) be in writing, Compound(s(b) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance consistent with the terms and conditions of this Agreement, including Section 7.1and (c) require the applicable Sublicensee to comply with all applicable terms of this Agreement. Mallinckrodt shall be responsible for the performance of any Sublicensee as if such Sublicensee was “Mallinckrodt” hereunder. Each sublicense granted by Mallinckrodt to any rights licensed or granted will terminate immediately upon the termination of the license from Silence to Mallinckrodt with respect to such rights; provided, however, that with respect to any such Sublicensee that has rights to Commercialize a Licensed Product, then, unless such Sublicensee caused a breach of this Agreement that resulted in its termination, effective upon termination of this Agreement, Silence will grant such Sublicensee such rights under the Silence Background IP, Silence Research IP, and Silence’s interest in the Joint Research IP consistent with the scope of the sublicense under such rights granted by Mallinckrodt to such Sublicensee to enable such Sublicensee to wind-down such activities in a commercially reasonable manner and, upon the written request of such Sublicensee, will consider in good faith assuming such Sublicensee’s agreement with Mallinckrodt or entering into a license agreement with such Sublicensee under terms and conditions that are substantially similar, in all material respects, to those of such Sublicensee’s agreement with Mallinckrodt, to the extent such terms are within the scope of the subject matter of this Agreement and provided that Silence’s obligations under such agreement would not be greater than its obligations under this Agreement.

Sublicenses. Merck Except as expressly permitted hereby, Licensee shall not have the right to sublicense ([…***…]) all or any or all portion of the licenses License granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and hereby without the obtaining Licensor's prior written consent of Ablynxconsent. Notwithstanding the foregoing, Licensee shall have the right, without obtaining Licensor's consent, to grant sublicenses of any such sublicense or all rights granted to Licensee by Licensor hereunder to (i) Affiliates, or (ii) any other entity so long as Licensee shall exercise and maintain managerial control over all Restaurants owned by such entity substantially in the manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a Third Party that encompasses material Commercialization "Sublicensee"). Each sublicense will contain the provisions set out in this Agreement as the last sentence of Program Nanobody(iesthis paragraph, subparagraph 6(b), Compound(ssubparagraphs 15(e) through (k) below and Product(sprovisions (a) for confirming Licensor's ownership of the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring Marks and Associated Rights which are the subject of the sublicense, (b) declaring that the performance sublicense will be deemed automatically assigned by Licensee to Licensor upon any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms lawful termination of this Agreement (provided, however, that Licensor shall have the option, to be exercised within fifteen (15) days of such termination, to reject such sublicense by notice to the extent applicable to sublicenseesSublicensee), and (c) requiring the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except Sublicensee to the extent they are performed by any such sublicensee(s) in accordance comply with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is Agreement and to maintain the operating and quality standards prescribed herein, (d) giving Licensor the right to determine directly whether or not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)operating and quality standards are being maintained, and Merck shall oversee the performance by such sublicensee (e) prohibiting further sublicensing of the relevant activities by rights granted under the sublicensee sublicense except in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms and provisions of this paragraph. Licensee will take all appropriate steps to exercise quality control over the goods and services provided by each Sublicensee in order to ensure that the operating and quality standards required by this Agreement (are being maintained. Notwithstanding anything to the extent applicable contrary contained herein, Licensor shall not have the right to sublicenseesterminate this Agreement or the License granted hereby for any default which may arise hereunder by reason of the acts or omissions of any Sublicensee so long as (i) by Licensee shall use its sublicensee, including with respect best efforts to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, cause such Sublicensee to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance comply with the applicable terms and conditions of this AgreementAgreement and to maintain the operating and quality standards prescribed herein, including Section 7.1and (ii) if such efforts fail to cause the Sublicensee to comply with such terms and conditions or maintain such standards within a reasonable time period not to exceed ninety days, Licensee shall immediately terminate or cause to be terminated the applicable sublicense.

Sublicenses. Merck Affiliates of Licensee shall have the right to sublicense ([…***…]) any or all of the no licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (unless Licensee grants a sub-license to such Affiliates. Licensee may only sublicense to its Affiliates or other parties to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term reasonably necessary for the applicable Research Program, the grant development and commercialization of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities Licensed Products in accordance with this Agreement. Merck hereby expressly waives any requirement Each Sublicensee must be subject to a written sublicense agreement. Such sublicenses shall contain terms, conditions, obligations and other restrictions that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck are consistent with respect to those in this Agreement. For the sublicense. Merck shall ensure purposes of compliance with this Agreement, Licensee shall be responsible to ensure that its Sublicensees comply with the applicable terms of this Agreement Agreement, and accordingly, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. Sublicensees who have received a direct sublicense from Licensee under this Article 2 may grant further sublicenses (without further rights to sublicense) solely for the purpose of developing, manufacturing and/or commercializing, in collaboration with Licensee, Licensed Products developed and/or commercialized in material part by Licensee or EndoChem. Any such sublicense (a) shall not be granted on a stand-alone basis, where the term "standalone" means that a sublicense is granted to an entity for the development, manufacture or commercialization of Licensed Products without EndoChem or Licensee or any such direct Sublicensee participating or having participated in the development or commercialization of Licensed Products in material part (i.e., without Licensee or EndoChem or any such direct Sublicensee having incurred more than ******** dollars ($*****) in costs related to the extent applicable development, manufacture or commercialization of Licensed Products); (b) shall not allow for further sublicensing of any such rights; and (c) shall be subject to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions herein. For the avoidance of doubt, Licensee and any permitted Sublicensee can engage independent contractors such as manufacturers, clinical trial organizations, and work-for-hire research laboratories (such as those who conduct assays on a fee for service basis) so long as the work conducted by such entities is being conducted on Licensee's or such Sublicensee's behalf and such contracting entity does not receive rights to develop, manufacture, use or commercialize Licensed Products outside of, or after it completes, its services. Licensee shall require appropriate reporting from all Sublicensees to establish all amounts owed hereunder, and shall make such reports available to EndoChem. Licensee shall require all Sublicensees to comply with the audits and obligations set forth in Section 6.7 as if they were Licensee and to submit to Licensee progress reports and financial reports consistent with this Agreement. Licensee shall make all of the foregoing reports available to EndoChem. Licensee understands and agrees that EndoChem may provide the information in these reports to UC, in accordance with EndoChem's reporting requirements under the UC Agreement. Licensee shall require that Sublicensees indemnify UC as provided for in Section 11 of this Agreement, including Section 7.1.

Sublicenses. Merck Any sublicense by COMPANY shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted be to a Third Party Sublicensee that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is agrees in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not writing to be unreasonably withheld), and Merck shall oversee bound by substantially the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the same terms and conditions of this Agreement, excluding financial terms and conditions, or such sublicense shall be null and void. Sublicenses granted by COMPANY hereunder may be transferable, including Section 7.1by further sublicensing, delegatable or assignable. COMPANY will notify MAYO within [***] after the grant of any Sublicense and provide MAYO with a copy of each sublicense agreement promptly after execution; provided such Sublicense may be redacted to delete any terms that are not material to compliance with this Agreement. COMPANY is responsible for the performance of all Sublicensees as if such performance were carried out by COMPANY itself, including the payment of any royalties or other payments provided for hereunder triggered by such Sublicense, regardless of whether the terms of any sublicense require that Sublicensee pay such amounts (such as in a fully paid-up license) to COMPANY or that such amounts be paid by the Sublicensee directly to MAYO. Each sublicense agreement shall name MAYO as a third party beneficiary; provided, MAYO may only exercise its rights as a third party beneficiary if COMPANY has failed to take steps to correct any breach by a Sublicensee identified by MAYO. COMPANY shall not grant any fully-paid up, royalty-free or exclusive sublicenses without MAYO’s prior written consent; provided, COMPANY and its Sublicensees may grant sublicenses, with MAYO’s consent, to third parties performing contract services on behalf of the COMPANY with regard to Licensed Products, e.g, pre-clinical toxicology, manufacturing, clinical trial conduct, etc. In the event of any termination of this Agreement, any Sublicensee that is not then in material breach of this Agreement shall have the right to retain its sublicense to the Patent Rights, Know How and Licensed Materials by providing notice to MAYO, and in such event any Sublicensee shall pay directly to MAYO any amounts that would be due to MAYO from COMPANY hereunder for activities conducted by such Sublicensee.

Sublicenses. Merck Subject to Section 2.4.1, Licensee shall have the right to sublicense grant sublicenses ([…***…]) any or all further rights of reference), through multiple tiers of sublicensees, under the licenses and rights of reference granted in Section 2.1, to Merck hereunder, including in connection with the performance of tasks its Affiliates and obligations with respect other Persons; provided that any such sublicenses shall be (i) subject to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the AstraZeneca’s prior written consent, such consent of Ablynx. Notwithstanding the foregoingnot to be unreasonably withheld, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies)conditioned or delayed, Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under except Licensee may grant a sublicense hereunder is to an Affiliate with notice but without consent provided that such a sublicense shall terminate automatically in accordance the event that such Affiliate ceases to be an Affiliate of Licensee; and (ii) consistent with, and expressly made subject to, the terms and conditions of this Agreement. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement Agreement, as if such Sublicensee were a Party to this Agreement. Licensee hereby (to x) guarantees the extent applicable to sublicensees), performance of its Affiliates and permitted Sublicensees that are sublicensed as permitted herein and the grant of any such sublicense shall not relieve Merck Licensee of its obligations under this Agreement (Agreement, except to the extent they are satisfactorily performed by any such sublicensee(sSublicensee and (y) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx AstraZeneca exhaust any right, power or remedy, or proceed against such sublicensee any Sublicensee for any obligation or performance hereunder, under this Agreement prior to proceeding directly against Merck with respect Licensee. A copy of any sublicense agreement executed by Licensee shall be provided to AstraZeneca within [* * *] days after its execution; provided that the sublicense. Merck shall ensure compliance with the applicable financial terms of this Agreement (any such sublicense agreement to the extent applicable not pertinent to sublicenseesan understanding of a Party’s obligations or benefits under this Agreement may be redacted. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.230.406

Sublicenses. Merck shall have the right S&N may grant to any Affiliate of S&N a sublicense ([…***…]) any or all of the licenses license granted to Merck hereunderS&N under Section 2.1.1 without the prior consent of Nucryst, including in connection with provided that there is and continues to be throughout the performance term of tasks the sublicense an enforceable sublicense agreement between S&N and obligations with respect any such Affiliate wherein such Affiliate agrees to be bound by the provisions of this Agreement relating to the Researchuse and safeguarding of the licensed technology including the confidentiality provisions in Article 7. S&N shall be responsible for diligently enforcing the provisions of such sublicense agreement and for the acts and omissions of each such Affiliate and such acts and omissions shall be regarded for the purposes of this Agreement as the acts and omissions of S&N. No such S&N Affiliate shall grant any further license of such licensed technology to any other Person nor assign its rights to any other Person, Development except in either case, to another S&N Affiliate on the terms and Commercialization conditions specified in this Section 2.2. Any distributors retained by S&N to distribute Products, to the extent they require a sublicense of Program Nanobody(ies)any marketing or Sales rights granted to S&N under Section 2.1.1 of this Agreement, Compound(s) shall, for the purposes of this Section 2.2., be regarded as Affiliates of S&N and Product(s) as Merck deems appropriate and the provisions hereof shall apply accordingly. Further, S&N may not grant sublicenses of the license granted to S&N under Section 2.1.1 to any other Person without the prior written consent of Ablynx. Notwithstanding the foregoing, any Nucryst (such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee provided that there is and continues to be throughout the performance by such sublicensee term of the relevant activities sublicense an enforceable sublicense agreement between S&N and such Person wherein such Person agrees to be bound by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms provisions of this Agreement (relating to the extent applicable use and safeguarding of the licensed technology including the confidentiality provisions in Article 7. No such Person shall grant any further license of such licensed technology to sublicensees) by any other Person nor assign its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by other Person. S&N shall be responsible for diligently enforcing the provisions of such Third Party sublicensee so that sublicense agreement and for the acts and omissions of its permitted sublicensees and such rights can acts and omissions shall be conveyed in accordance with regarded for the terms and conditions purposes of this Agreement, including Section 7.1.Agreement as the acts and omissions of S&N.

Sublicenses. Merck (a) Subject to the terms and conditions of this Agreement, Incyte shall have the right to sublicense ([…***…]) any or all grant sublicenses through multiple tiers of sublicensees under the licenses granted in Section 2.1 to Merck hereunder, including in connection with the performance of tasks its Affiliates and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the Third Parties; provided that Incyte [ * ] shall obtain Calithera’s prior written consent of Ablynx. Notwithstanding the foregoingconsent, which shall not be unreasonably withheld, for any such sublicense granted to granting a Third Party the right to Detail any Licensed Product in the U.S.; and provided further that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country Incyte shall require prior written notification to Ablynx. Merck shall be remain responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to and shall be responsible for the extent they are performed by performance of the relevant sublicensee, and any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee sublicenses shall be consistent with and subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee Incyte shall monitor compliance with and use commercially reasonable efforts to enforce the terms of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Programsublicense agreements against its sublicensees, the grant of such a sublicense and shall require that its sublicensees also use commercially reasonable efforts to enforce the prior written consent terms of Ablynx any sublicense agreements with further sublicensees. Incyte shall provide Calithera with a copy of each executed sublicense agreement which grants Development or Commercialization rights (not to be unreasonably withheldunder which Incyte or any further sublicensee grants a sublicense), and Merck within [ * ] after execution thereof, which shall oversee the performance be treated by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this AgreementCalithera as Incyte’s Confidential Information and, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without without limiting the foregoing, which Calithera shall have the right to provide to Mars in a redacted form to be agreed to by the Parties as Confidential Information (as defined in the Mars Agreement) with respect to which Calithera is the Disclosing Party (as defined in the Mars Agreement), subject to the extent that Merck grants a sublicense so as confidentiality provisions of the Mars Agreement; provided that, upon Incyte’s request, Calithera shall (i) [ * ] and (ii) use reasonable efforts to enable said sublicensee cause Mars to perform Research Program activitiesenter into and execute same; provided further that, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement[ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, including Section 7.1.MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION VERSION

Sublicenses. Merck shall have the right to sublicense ([…***…]i) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect Subject to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee , as of Merck that is not an Affiliate is the Effective Date, LANTHEUS will have the right to perform any Research Program activities during grant sublicenses through multiple tiers to LANTHEUS Sublicensees of the Research Program Term for the applicable Research Programrights granted to LANTHEUS under this Agreement in, the grant form of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this LANTHEUS Sublicense Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Section 6.1.5. The grant of any such sublicense will not relieve LANTHEUS of its obligations under this Agreement (including its financial obligations), and LANTHEUS shall be responsible for any and all obligations, acts, and omissions of each LANTHEUS Sublicensee as if a LANTHEUS Sublicensee were LANTHEUS under this Agreement. As a condition precedent to and requirements of granting any such sublicense or any amendment or modification (including to any Distributor), each LANTHEUS Sublicensee will agree in writing to be bound by substantially identical obligations as LANTHEUS hereunder with respect to the activities of such LANTHEUS Sublicensee (including the terms and conditions of the CanProbe Agreement where the sublicense includes rights under the CanProbe IP). In addition, POINT shall (subject to Section 5.6.1 through 5.6.4, as well as POINT’s demonstrated ability to reliably Manufacture and supply Licensed Product to LANTHEUS and all LANTHEUS Sublicensees) have the right, but not the obligation, to require that, prior to the execution of such LANTHEUS Sublicense Agreement, the applicable LANTHEUS Sublicensee(s) agree in writing to purchase Licensed Product, including Clinical and Commercial Supplies thereof, from POINT. Each LANTHEUS Sublicense Agreement will be consistent in all respects with all applicable terms and conditions of this Agreement. LANTHEUS will provide POINT with a copy of such LANTHEUS Sublicense Agreement, and any modification or termination thereof, promptly after execution of such LANTHEUS Sublicense Agreement, modification or termination (and in any event within thirty (30) days after such LANTHEUS Sublicense Agreement has been fully executed or modified or termination of such LANTHEUS Sublicense Agreement has occurred); provided that any such copy may be redacted to remove any commercially sensitive information of LANTHEUS or the LANTHEUS Sublicensee, so long as not necessary for POINT to assess LANTHEUS’s and LANTHEUS Sublicensee’s compliance with the terms of this Agreement. LANTHEUS shall use all Commercially Reasonable Efforts to collect amounts due, and as appropriate to exercise any applicable rights under any LANTHEUS Sublicense Agreement with a LANTHEUS Sublicensee, including if applicable to terminate the LANTHEUS Sublicense Agreement with a LANTHEUS Sublicensee to the extent such LANTHEUS Sublicensee fails to meet its payment obligations therein. With respect to any sublicense agreement entered into by POINT within the Territory pursuant to Section 7.16.1.1, POINT shall use all Commercially Reasonable Efforts to collect amounts due, and as appropriate to exercise any applicable rights under such sublicense agreement with its sublicensee, including if applicable to terminate such sublicense agreement with its sublicensee to the extent such sublicensee fails to meet its payment obligations therein.

Sublicenses. Merck Licensee shall have the right to sublicense grant sublicenses under the rights and licenses granted under Section 2.1 through multiple tiers to ([…***…]a) any or all of the licenses granted Affiliates (for as long as such Person remains an Affiliate) without Mirati’s prior written consent but upon prompt written notice to Merck hereunderMirati, including in connection with the performance of tasks and obligations (b) any Third Party with respect to the ResearchDevelopment, Development and manufacture or Commercialization of Program Nanobody(ies)the Compound or any Licensed Products in the Field and in the Licensed Territory, Compound(s) and Product(s) as Merck deems appropriate and without the in each case with prior written consent of AblynxMirati (which shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoingAny and all such sublicenses shall be granted and governed by written agreements (each, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s“Sublicense Agreement”) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)to, and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreementconsistent with, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement and shall include a provision that permits Licensee to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms of this Agreement. Licensee shall be and remain responsible for ensuring its Sublicensees’ compliance with this Agreement and shall be and remain liable for any breaches hereof by any such Sublicensee as though the same were a breach by Licensee, [***]. *** Certain Confidential Information Omitted. [***] Licensee shall provide Mirati with a copy of each such Sublicense Agreement granted by Licensee to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or technical information to the extent not necessary for Mirati to confirm Licensee’s compliance with the terms of this Agreement) within [***] of executing such Sublicense Agreement, including an English translation, if applicable. Licensee shall, in each Sublicense Agreement, require its Sublicensee to provide the following to Mirati (or directly to Licensee): (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Filings and Regulatory Approvals Controlled by such Sublicensee, and (ii) the assignment of, or a freely sublicensable (through multiple tiers) exclusive license to, all intellectual property (including Know-How and Patents) Controlled by such Sublicensee that Covers the Compound and any Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. For clarity, in the case of any subcontractor, this Section 7.12.2 shall not apply but Section 2.8 shall apply.

Sublicenses. Merck Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions sufficient to enable Licensee to comply with this Agreement. Licensee shall provide to BIDMC a fully signed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the same, excluding sublicenses granted to third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (“Third Party Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the extent that such redaction does not impact BIDMC’s ability to confirm Licensee’s compliance with this Agreement. Notwithstanding the foregoing, Licensee will disclose to BIDMC the identity of the Sublicensee (excluding, for avoidance of doubt, Third Party Contractors). Any sublicense which is not in accordance with the forgoing provisions shall be null and void. Any Sublicensee and Distributor agreement under this Agreement shall provide for termination of any sublicense granted hereunder upon termination of this Agreement for any reason. Upon termination of this Agreement for any reason, any Sublicensee and Distributor not then in default under its agreement shall have the right to sublicense ([…***…]) any or all of the seek a license from BIDMC. BIDMC agrees to negotiate such licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights good faith under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable reasonable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance consistent with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, power or remedyMARKED BY BRACKETS, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Upon Licensee’s request during the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions term of this Agreement, including Section 7.1BIDMC agrees to provide, on a timely basis, a letter to an existing or potential Sublicensee specifically named by Licensee stating that, in the event of termination of this Agreement, BIDMC will grant a license to Sublicensee under terms and conditions to be no less favorable as a whole than those granted to Sublicensee by Licensee, provided that Sublicensee is not in default of its sublicense agreement with Licensee at the time such license is to be granted by BIDMC and provided that BIDMC shall not assume any obligation of Licensee to Sublicensee under such agreement, except for the license granted. Licensee’s right to request and Sublicensee’s right to acquire such letter are specifically conditioned on BIDMC’s review of the final, executed sublicense agreement between Sublicensee and Licensee and on BIDMC’s conclusion, at its reasonable discretion, that such sublicense agreement is reasonable and in the best interests of the commercialization of the Patent Rights.

Sublicenses. Merck shall have the right ALIMERA may grant sublicenses to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance consistent with the terms and conditions of this Agreement, provided that ALIMERA shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by ALIMERA, including Section 7.1but not limited to payment of all fees and royalties due under this Agreement, whether or not such payments are made to ALIMERA by its sublicensees. Unless otherwise consented to in writing by EMORY (such consent not to be unreasonably withheld or delayed), [*]. ALIMERA shall include in any sublicense granted pursuant to this Agreement, (i) a provision requiring the sublicensee to indemnify EMORY and maintain liability coverage substantially to the same extent that ALIMERA is so required pursuant to Articles 10.2 and 10.4 of this Agreement and (ii) the right for EMORY or ALIMERA to audit the sublicensee to the same extent that ALIMERA is so required pursuant to Article 4.4 of this Agreement. Notwithstanding the foregoing, [*]. ALIMERA shall provide EMORY with complete copies of all sublicense agreements within [*] after their execution date, provided that ALIMERA shall have the right, prior to disclosing to EMORY, to redact such copies to remove the confidential business information of the sublicensee to the extent that such information does not relate to the Licensed Patents and/or Licensed Technology, including the business plans and research plans of the sublicensee related solely to technology other than the Licensed Patents and/or Licensed Technology. For the avoidance of doubt, ALIMERA may not remove the economic terms of such sublicense agreements to the extent that such information relates to the Licensed Patents and/or Licensed Technology. EMORY shall treat all copies of sublicense agreements and other sublicensee (or potential sublicensee) information received from ALIMERA as Information pursuant to Article 11 below. Upon termination of this Agreement for any reason, any sublicensee shall have the right to seek a license from EMORY to the Licensed Patents and the Licensed Technology, and EMORY * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the omitted portions.

Sublicenses. Merck AstraZeneca shall have the right to grant sublicenses, through multiple tiers of sublicensees, under the licenses granted in Section 4.1(a) and (b), to its Affiliates and to any other Person. Where AstraZeneca grants a sublicense (to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor or a Third Party to which AstraZeneca or its Affiliates grants sublicense to sell Generic Products by AstraZeneca, such Person shall be a “Sublicensee” for purposes of this Agreement. In the event AstraZeneca desires to grant a sublicense in the […***…] or any country within a [***]) any or all of the licenses granted to Merck hereunder, including AstraZeneca shall conduct such sublicensing efforts using such efforts and resources that are typically used by AstraZeneca, and consistent with its typical standards, in connection with the performance of tasks evaluating and obligations negotiating sublicensing transactions for its own compounds or products with respect similar commercial potential at a similar stage in their lifecycle. AstraZeneca shall ensure that all Persons to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance which it grants sublicenses comply with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck AstraZeneca shall oversee the performance by be responsible for any failure of any such sublicensee of to comply with such terms or conditions, with the relevant activities further understanding that any action or omission by the any such sublicensee in a manner that that, if committed by AstraZeneca would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms a breach of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its those country(ies) in which such sublicensee is obligated sublicensed), will be deemed a breach by AstraZeneca of this Agreement (with respect to assign rights to any Program Know-How made by those country(ies) in which such Third Party sublicensee so that such rights can be conveyed in accordance is sublicensed) for which AstraZeneca is responsible. EXECUTION VERSION ***Text Omitted and Filed Separately with the terms Securities and conditions of this Agreement, including Section 7.1.Exchange Commission. Confidential Treatment Requested Under

Sublicenses. Merck After the Effective Date, any potential sublicensee proposed by Licensee shall have the right be deemed to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without be a “Sublicensee” hereunder upon the prior written consent approval of AblynxPRF and as of the date of such approval, which approval may not be unreasonably delayed or withheld. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any proposed sublicensee shall be subject and subordinate deemed to have been approved within [***] ([***]) [***] of PRF’s receipt of the proposal, unless PRF notifies LICENSEE in writing of its reasonable objections to the applicable terms and conditions proposed sublicensee within such [***] ([***]) [***] period. Any Sublicensee so approved will automatically be added to the last table on Schedule F. For clarity, the Sublicensees listed on Schedule F as of this Agreementthe Effective Date are deemed to be approved by PRF as of the Effective Date. Where In no event shall a proposed sublicensee of Merck be any Person that is not an Affiliate is to perform designated as the target of any Research Program activities during the Research Program Term for the applicable Research Programsanction, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)restriction, and Merck shall oversee the performance by such sublicensee of the relevant activities or embargo administered by the sublicensee in a manner that would United States of America. Each Sublicense shall be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance consistent with the terms and conditions of this Agreement. LICENSEE shall be responsible for the acts and omissions of each Sublicensee including but not limited to the payment of all fees and royalties due under this Agreement. LICENSEE shall take reasonable efforts to ensure each Sublicensee’s compliance with the terms and conditions of the license granted by PRF under this Agreement. LICENSEE shall, including upon written request by PRF, provide PRF a copy of each executed Sublicense, which may be redacted to the extent the terms thereof are not necessary to determine compliance with this Agreement. For clarity, LICENSEE has no right to grant Sublicenses outside the scope of the rights granted to LICENSEE pursuant to Section 7.12.1.

Sublicenses. Merck shall have Subject to the right to sublicense (terms and conditions of this Agreement, EOC […***…]) any or all , through multiple tiers of sublicenses, under the licenses license granted to Merck hereunderEOC under Section 2.01, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx[***]. Notwithstanding Without limiting the foregoing, before granting any such sublicense granted Sublicense, EOC shall give written notice to Aadi of EOC's intent to grant such a Third Party Sublicense. Such written notice shall identify the prospective Sublicensee. Aadi shall have a period of [***] to [***], the prospective Sublicensee and EOC shall [***] provided during such [***] period. Notwithstanding anything else in this Section 2.02 or otherwise in this Agreement, in no event will EOC be permitted to enter into a Sublicense or other agreement [***]. In the event [***], Aadi will promptly notify EOC thereof. Aadi will consider any comments provided within a reasonable period of time by EOC regarding such proposed addition in good faith, [***]. EOC, its Affiliates and its Sublicensees shall ensure that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification all Persons to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance which they grant Sublicenses comply with the all applicable terms and conditions of this Agreement (to the extent applicable to sublicensees), Agreement. EOC acknowledges and agrees that the grant of any such sublicense Sublicense shall not relieve Merck of EOC from its obligations under this Agreement (except and EOC shall, under each Sublicense agreement, obligate the Sublicensee to the extent they are performed be bound by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to of the applicable terms and conditions of this Agreement. Where Each Sublicense agreement must be in the English language and must (i) provide that the Sublicensee's rights are not further sublicensable without Aadi's prior written consent, which may be withheld by Aadi in its sole discretion, (ii) provide that Abraxis is a sublicensee third party beneficiary, (iii) provide that the Sublicensee expressly acknowledge and agree in writing to Abraxis that it shall comply with the provisions of Merck [***], and (iv) include terms and conditions substantially identical to those of [***]. EOC shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such granted a sublicense shall require under the prior written consent of Ablynx (not licenses granted in Section 2.01 by EOC, its Affiliates or its Sublicensees, if such action or failure to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities act by the sublicensee in Sublicensee would have constituted a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms breach of this Agreement (to if such action or failure were committed by Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership type that the registrant treats as private and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1confidential.

Sublicenses. Merck All Sublicenses granted by LICENSEE of its rights hereunder to a Sublicensee shall have be subject to the right to sublicense terms of this License Agreement. LICENSEE shall obtain prior written approval from the LICENSOR before entering into any Sublicense with a Sublicensee. LICENSOR's approval shall not be unreasonably withheld or delayed for any markets or territories that are not readily or fully penetrable by LICENSEE so long as ([…***…]i) any or all LICENSOR's share of Sublicensing Revenue generated by the Sublicense for transactions performed by the Sublicensee is at least 50% of the licenses granted to Merck hereunderamount LICENSOR would receive for the same transactions if performed by the LICENSEE rather than the Sublicensee (e.g., including in connection with the performance at least 1.5% of tasks End-user Revenue but not less than $.38, .75% but not less than $.19 after expiration/invalidity of all Relevant Patents and obligations with respect to the Research1 .5% Net Sales Revenue for outright sales of Licensed Products, Development and Commercialization .75% after expiration/invalidity of Program Nanobody(iesall Relevant Patents), Compound(sor (ii) and Product(sdespite LICENSOR's share of the Sublicensing Revenue being less than the minimum stated in clause (I) as Merck deems appropriate and without LICENSEE agrees to pay LICENSOR the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(iesminimum stated in (I), Compound(sor (iii) the total Sublicensing Revenue consists of an up-front fee and Product(sLICENSOR is unwilling or unable, within ninety (90) days of being requested to approve the Sublicense, to find an equivalent Sublicensee that is willing to pay a higher Sublicensing Revenue. It shall be deemed reasonable for LICENSOR to withhold it's approval of any Sublicense (i) for any market or territory that is capable of being readily and fully penetrable by LICENSEE, or (ii) for which LICENSOR's share of the U.S. Sublicensing Revenue does not fall within clauses (I), (ii) or any Primary Country shall require prior written notification to Ablynx(iii) of the previous sentence. Merck LICENSEE shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), Sublicensees and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they grant any rights which are performed by any such sublicensee(s) in accordance inconsistent with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)to, and Merck shall oversee the performance by such sublicensee obligations of, LICENSEE hereunder. Any act or omission of the relevant activities by the sublicensee in a manner Sublicensee that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms a breach of this License Agreement (if performed by LICENSEE shall be deemed to the extent applicable to sublicensees) be a breach by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions LICENSEE of this Agreement, including Section 7.1.this

Sublicenses. Merck 3.1. LICENSEE shall have the right to sublicense ([…***…]) any or all of the licenses granted grant sublicenses to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations SUBLICENSEES under this Agreement only with XXXXXXX’x prior written consent, which shall not be unreasonably withheld. LICENSEE shall provide MOFFITT with a final, un-redacted copy of such sublicense agreement thirty (except 30) days prior to the extent they are performed by any execution of the sublicense agreement, and a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such sublicensee(ssublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be in writing and subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)to, and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreementconsistent with, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article 3. For the avoidance of doubt, LICENSEE shall also include provisions in all sublicenses to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including Section 7.1without limitation, making all payments due to XXXXXXX by reason of any NET SALES of LICENSED TECHNOLOGIES), and LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without XXXXXXX’X prior written permission.

Sublicenses. Merck Except as expressly permitted hereby, Licensee shall not have the right to sublicense ([…***…]) all or any or all portion of the licenses License granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and hereby without the obtaining Licensor’s prior written consent of Ablynxconsent. Notwithstanding the foregoing, Licensee shall have the right, without obtaining Licensor’s consent, to grant sublicenses of any such sublicense or all rights granted to Licensee by Licensor hereunder to (i) Affiliates, or (ii) any other entity so long as Licensee shall exercise and maintain managerial control over all Restaurants and Grills owned or operated by such entity substantially in the manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a Third Party that encompasses material Commercialization “Sublicensee”). Each sublicense will contain the provisions set out in this Agreement as the last sentence of Program Nanobody(iesthis paragraph, subparagraph 6(b), Compound(ssubparagraphs 15(e) through 15(k) below and Product(sprovisions (a) for confirming Licensor’s ownership of the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring Marks and Associated Rights which are the subject of the sublicense, (b) declaring that the performance sublicense will be deemed automatically assigned by Licensee to Licensor upon any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms lawful termination of this Agreement (provided, however, that Licensor shall have the option, to be exercised within fifteen (15) days of such termination, to reject such sublicense by notice to the extent applicable to sublicenseesSublicensee), and (c) requiring the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except Sublicensee to the extent they are performed by any such sublicensee(s) in accordance comply with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is Agreement and to maintain the operating and quality standards prescribed herein, (d) giving Licensor the right to determine directly whether or not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)operating and quality standards are being maintained, and Merck shall oversee the performance by such sublicensee (e) prohibiting further sublicensing of the relevant activities by rights granted under the sublicensee sublicense except in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms and provisions of this paragraph. Licensee will take all appropriate steps to exercise quality control over the goods and services provided by each Sublicensee in order to ensure that the operating and quality standards required by this Agreement (are being maintained. Notwithstanding anything to the extent applicable contrary contained herein, Licensor shall not have the right to sublicenseesterminate this Agreement or the License granted hereby for any default which may arise hereunder by reason of the acts or omissions of any Sublicensee so long as (i) by Licensee shall use its sublicensee, including with respect best efforts to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, cause such Sublicensee to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance comply with the applicable terms and conditions of this AgreementAgreement and to maintain the operating and quality standards prescribed herein, including Section 7.1and (ii) if such efforts fail to cause the Sublicensee to comply with such terms and conditions or maintain such standards within a reasonable time period not to exceed ninety (90) days, Licensee shall immediately terminate or cause to be terminated the applicable sublicense.

Sublicenses. Merck Neurelis shall have the right to sublicense ([…***…]) grant sublicenses under any portion or all of the licenses granted license set forth in Section 3.1 to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and one or more Affiliates and/or third parties without the prior written consent of AblynxAegis. Notwithstanding the foregoing, any such Neurelis shall give Aegis prompt written notice of each sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees)License Agreement, and shall deliver a copy of each sublicense to Aegis within twenty (20) days after execution of the grant same; provided that Aegis shall not disclose the terms or existence of any such sublicense to any third party other than UAB pursuant to the UAB Licensing Agreement. Neurelis shall be permitted to redact the financial terms from any such sublicense; provided that Neurelis shall not relieve Merck of its obligations under this Agreement (except be permitted to redact any terms from any such sublicense that UAB requires Aegis to disclose to UAB pursuant to the extent they are performed by UAB Licensing Agreement. Promptly after the Effective Date, Aegis shall use good faith efforts to obtain UAB’s consent to permit Neurelis to redact any and all financial terms in any such sublicensee(s) in accordance with this Agreement)sublicense. In the event that UAB does not consent to permit Neurelis to redact any and all casesfinancial terms in any such sublicense, prior to disclosure of such financial terms to UAB, Aegis shall use good faith efforts to enter into agreements with UAB and the rights granted relevant individual(s) who shall have access to any sublicensee such sublicenses in form and substance acceptable to Neurelis pursuant to which the confidentiality of such financial terms is protected. Each sublicense shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this License Agreement, including Section 7.1an obligation on the sublicensee to file royalty reports to Neurelis, which reports shall be subject to audit by Neurelis (but not Aegis). Neurelis agrees to audit such sublicensees at Aegis’ reasonable request; provided that the timing and scope of any such audit are consistent with Neurelis’ business practices and such requests by Aegis shall not exceed one (1) request per Calendar Year per sublicensee. Neurelis shall remain liable to Aegis for sublicensee’s exercise of any of Neurelis’ rights and sublicensee’s performance of Neurelis’ obligations under this License Agreement, including, but not limited to, payment of royalties, keeping of records and reporting of sales as if the sublicensee’s sales were Neurelis’ sales. For purposes of clarity, the right to “have manufactured” and to “have sold” shall not be considered to be a sublicense under this License Agreement.

Sublicenses. Merck Licensee shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of sublicensees, under the licenses and rights of reference granted in Section 2.1, to its Affiliates and Sublicensees; provided that any such sublicenses granted to Sublicensees shall be (i) subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except Licensee may grant a sublicense ([…to an Affiliate with notice but without consent; provided ***…Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 that in the event a sublicensed Affiliate ceases to be an Affiliate of Licensee, then such Affiliate shall thereafter be deemed to be a Sublicensee and Licensee shall deliver a copy of the applicable sublicense agreement to AstraZeneca within [***] ([***]) any or all [***] of such Sublicensee ceasing to be an Affiliate of Licensee; and (ii) consistent with, and expressly made subject to, the licenses granted terms and conditions of this Agreement. Licensee shall cause each Sublicensee to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance comply with the applicable terms and conditions of this Agreement Agreement, as if such Sublicensee were a Party to this Agreement. Licensee hereby (to x) guarantees the extent applicable to sublicensees), performance of its Affiliates and permitted Sublicensees that are sublicensed as permitted herein and the grant of any such sublicense shall not relieve Merck Licensee of its obligations under this Agreement (Agreement, except to the extent they are satisfactorily performed by any such sublicensee(sSublicensee and (y) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx AstraZeneca exhaust any right, power or remedy, or proceed against such sublicensee any Sublicensee for any obligation or performance hereunder, under this Agreement prior to proceeding directly against Merck with respect Licensee. A copy of any sublicense agreement executed by Licensee to a Sublicensee shall be provided to AstraZeneca within [***] ([***]) [***] after its execution; provided that the sublicense. Merck shall ensure compliance with the applicable financial terms of this Agreement (any such sublicense agreement to the extent applicable not pertinent to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants an understanding of a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can Party’s obligations or benefits under this Agreement may be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1redacted.

Sublicenses. Merck GSK shall have the right to sublicense grant sublicenses to its Affiliates and shall have the further right to grant sublicenses to Third Parties of the license granted to GSK by ITEOS under Section 9.1 (License Grant to GSK) (each, a “Sublicensee”), and any such sublicenses shall be subject to the conditions set forth in this Article 9 (Licenses; Exclusivity), provided that during the Term prior to the […***…]) any or . Any and all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck sublicenses shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), writing and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject to, and subordinate to consistent with, the applicable terms and conditions of this Agreement. Where a sublicensee GSK shall be responsible for ensuring the compliance of Merck that is not an Affiliate is its Sublicensees with all obligations owed to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with ITEOS under this Agreement, shall remain liable to ITEOS for all acts and Merck omissions of such Sublicensees and shall remain responsible and primarily and fully liable for the performance of such activities in accordance with all of its obligations to ITEOS hereunder. GSK’s grant of any sublicense will not relieve GSK or its Affiliates from any of its obligations under this Agreement. Merck hereby expressly waives If GSK grants an exclusive sublicense to any Sublicensee of any rights licensed from ITEOS hereunder (an “Exclusive Sublicense”), then GSK shall promptly notify ITEOS thereof and shall promptly thereafter provide ITEOS with a copy of such Exclusive Sublicense, which copy may be reasonably redact the detailed financial terms of such Exclusive Sublicense agreement and which will be considered the Confidential Information of GSK. As a condition precedent to and requirement that Ablynx exhaust of any rightsuch Exclusive Sublicense, power or remedy, or proceed against if sales by such sublicensee for any obligation or performance Sublicensee are included in Net Sales hereunder, prior to proceeding directly against Merck then such Sublicensee shall permit audit rights with respect to the sublicense. Merck shall ensure compliance its reporting of Net Sales that are consistent with the applicable terms of this Agreement (to the extent applicable to sublicensees) those given by its sublicensee, including GSK hereunder with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed sales included in accordance with the terms and conditions of this Agreement, including Section 7.1Net Sales.

Sublicenses. Merck Genocea shall have the right to sublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to ([…***…]i) any or all one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of the licenses granted to Merck hereunderLicensed Products on behalf of Genocea, including in connection with but not limited to wholesalers, retailers and distributors of Licensed Products. For the performance avoidance of tasks and obligations with respect to the Researchdoubt, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the U.S. or any Primary Country shall require distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written notification consent. Each sublicense granted by Genocea pursuant to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee Section 3.1.5 shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense Agreement and shall require the prior written consent of Ablynx (not to be unreasonably withheld), contain terms and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee conditions consistent with those in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, including confidentiality and Merck indemnity obligations comparable to those set forth herein. Genocea shall remain cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the form attached hereto as Exhibit E. Genocea remains primarily responsible and primarily and fully liable for the performance of such activities in accordance with its Sublicensees under this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee If this Agreement terminates for any obligation or performance hereunderreason, prior to proceeding directly against Merck any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the sublicense. Merck shall ensure compliance with same terms as the applicable terms of this Agreement (rights originally sublicensed to the extent applicable to sublicensees) Sublicensee by its sublicenseeGenocea, including with respect to provisions on confidentialityand Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, intellectual property ownership and compliance with Applicable Lawsas further set forth in the Isconova Commercial Partner Agreement. Without limiting Notwithstanding the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck under no circumstances shall ensure that its sublicensee is obligated to assign rights Isconova have obligations to any Program Know-How made by such Third Party sublicensee so Sublicensee that such rights can be conveyed in accordance with are greater than those owed to Genocea hereunder as a result of the terms and conditions of this Agreement, including Section 7.1preceding sentence.

Sublicenses. Merck Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions sufficient to enable Licensee to comply with this Agreement. Licensee shall provide to BIDMC a fully signed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the same, excluding sublicenses granted to third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (“Third Party Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the extent that such redaction does not impact BIDMC’s ability to confirm Licensee’s compliance with this Agreement. Notwithstanding the foregoing, Licensee will disclose to BIDMC the identity of the Sublicensee (excluding, for avoidance of doubt, Third Party Contractors). Any sublicense which is not in accordance with the forgoing provisions shall be null and void. Any Sublicensee and Distributor agreement under this Agreement shall provide for termination of any sublicense granted hereunder upon termination of this Agreement for any reason. Upon termination of this Agreement for any reason, any Sublicensee and Distributor not then in default under its agreement shall have the right to sublicense ([…***…]) any or all of the seek a license from BIDMC. BIDMC agrees to negotiate such licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights good faith under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable reasonable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance consistent with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any rightPortions of this Exhibit, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck indicated by the xxxx “[***],” were omitted and have been filed separately with respect the Securities and Exchange Commission pursuant to the sublicenseRegistrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Merck shall ensure compliance with Upon Licensee’s request during the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions term of this Agreement, including Section 7.1BIDMC agrees to provide, on a timely basis, a letter to an existing or potential Sublicensee specifically named by Licensee stating that, in the event of termination of this Agreement, BIDMC will grant a license to Sublicensee under terms and conditions to be no less favorable as a whole than those granted to Sublicensee by Licensee, provided that Sublicensee is not in default of its sublicense agreement with Licensee at the time such license is to be granted by BIDMC and provided that BIDMC shall not assume any obligation of Licensee to Sublicensee under such agreement, except for the license granted. Licensee’s right to request and Sublicensee’s right to acquire such letter are specifically conditioned on BIDMC’s review of the final, executed sublicense agreement between Sublicensee and Licensee and on BIDMC’s conclusion, at its reasonable discretion, that such sublicense agreement is reasonable and in the best interests of the commercialization of the Patent Rights.

Sublicenses. Merck (a) Partner may sublicense (i) the right to seek and maintain Regulatory Approvals for the Product in the Field in the Territory during the Term in the Territory (except for the Post Transfer Period in the European Union and the UK), if it is necessary under applicable Law for an Approved Sublicensee to hold any Regulatory Approval for the purpose of Commercializing the Product in the Field and in the Territory, (ii) the right to Commercialize the Product in the Field and in the Territory, and (iii) the right to perform Territory-specific quality control testing not performed by Atara, qualified person release and secondary Packaging or Labeling, solely to the extent necessary in countries within the Territory where Partner has no Affiliate responsible for, or capable of, the Commercialization of one or more products within Partner’s pharmaceutical oncology product portfolio (each, an “Approved Sublicensee”); provided, however, that all such sublicenses with an Approved Sublicensee shall be consistent with the terms of this Agreement and that Partner shall be responsible for performance of Partner’s responsibilities under this Agreement to the extent performed on the Partner’s behalf by an Approved Sublicensee as if Partner were itself performing such activities. For the avoidance of doubt, an Approved Sublicensee may also have the right to sublicense ([…***…]) any or all perform Cell Selection services pursuant to Section 8.10. All Approved Sublicensees shall have the necessary financial, regulatory and technical capacity to carry out the portion of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its Partner’s obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee sublicensed thereto and shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is required by Partner to perform any Research Program all activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of under this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and in compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including any applicable Ancillary Agreement, and applicable Law. Should Partner sublicense or assign rights to an Affiliate hereunder and such Affiliate subsequently becomes a non-Affiliate, Partner shall provide written notice to Atara within [***] of such change of such non-Affiliate’s status and such non-Affiliate shall only be permitted to continue performance under the applicable sublicense or assignment if approved in writing by Xxxxx, such approval not to be unreasonably withheld or delayed. Countries for which Partner intends to use Approved Sublicensees are listed on Exhibit A attached hereto. Any and all sublicenses to Third Parties under this Agreement shall require the prior written consent of Atara, such consent not to be unreasonably withheld, and upon Xxxxx’s grant of consent, and following such consent, shall be deemed Approved Sublicensees hereunder. Partner shall, within [***] after granting any sublicense under this Section 7.12.2 to a non-Affiliate, notify Atara of the grant of such sublicense and provide Atara with a true and complete copy of such sublicense agreement, provided that such copies of such sublicense agreements may be redacted to omit information (including, without limitation, financial terms) not directly relevant to the performance of Partner’s obligations under this Agreement and in the case of an Affiliate, notify Atara of the grant of such sublicense and the identity of the Affiliate. Should it be necessary under applicable Law for an Approved Sublicensee to hold any Regulatory Approval for the purpose of Commercializing the Product in the Field and in the Territory, Partner shall provide prior written notice to Atara of such requirement. [***]. If such Approved Sublicensee is otherwise acting in the capacity of a Distributor as set forth in Section 2.2(b), the financial provisions of Section 2.2(b) shall apply.

Sublicenses. Merck Licensee shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of sublicensees, under the licenses and rights of reference granted in Section 2.1, to its Affiliates and Sublicensees; provided that any such sublicenses granted to Sublicensees shall be (i) subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except Licensee may grant a sublicense (to an Affiliate with notice but without CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED […***…]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 consent; provided that in the event a sublicensed Affiliate ceases to be an Affiliate of Licensee, then such Affiliate shall thereafter be deemed to be a Sublicensee and Licensee shall deliver a copy of the applicable sublicense agreement to AstraZeneca within [***] ([***]) any or all [***] of such Sublicensee ceasing to be an Affiliate of Licensee; and (ii) consistent with, and expressly made subject to, the licenses granted terms and conditions of this Agreement. Licensee shall cause each Sublicensee to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance comply with the applicable terms and conditions of this Agreement Agreement, as if such Sublicensee were a Party to this Agreement. Licensee hereby (to x) guarantees the extent applicable to sublicensees), performance of its Affiliates and permitted Sublicensees that are sublicensed as permitted herein and the grant of any such sublicense shall not relieve Merck Licensee of its obligations under this Agreement (Agreement, except to the extent they are satisfactorily performed by any such sublicensee(sSublicensee and (y) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx AstraZeneca exhaust any right, power or remedy, or proceed against such sublicensee any Sublicensee for any obligation or performance hereunder, under this Agreement prior to proceeding directly against Merck with respect Licensee. A copy of any sublicense agreement executed by Licensee to a Sublicensee shall be provided to AstraZeneca within [***] ([***]) [***] after its execution; provided that the sublicense. Merck shall ensure compliance with the applicable financial terms of this Agreement (any such sublicense agreement to the extent applicable not pertinent to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants an understanding of a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can Party’s obligations or benefits under this Agreement may be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1redacted.

Sublicenses. Merck shall have the right ALIMERA may grant sublicenses to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance consistent with the terms and conditions of this Agreement, provided that [*]. Unless otherwise consented to in writing by EMORY (such consent not to be unreasonably withheld or delayed), [*]. ALIMERA shall include in any sublicense granted pursuant to this Agreement, (i) a provision requiring the sublicensee to indemnify EMORY and maintain liability coverage substantially to the same extent that ALIMERA is so required pursuant to Articles 10.2 and 10.4 of this Agreement and (ii) the right for EMORY or ALIMERA to audit the sublicensee to the same extent that ALIMERA is so required pursuant to Article 4.4 of this Agreement. Notwithstanding the foregoing, [*]. ALIMERA shall provide EMORY with complete copies of all sublicense agreements within [*] after their execution date, provided that ALIMERA shall have the right, prior to disclosing to EMORY, to redact such copies to remove the confidential business information of the sublicensee to the extent that such information does not relate to the Licensed Patents and/or Licensed Technology, including Section 7.1the business plans and research plans of the sublicensee related solely to technology other than the Licensed Patents and/or Licensed Technology. For the avoidance of doubt, ALIMERA may not remove the economic terms of such sublicense agreements to the extent that such information relates to the Licensed Patents and/or Licensed Technology. EMORY shall treat all copies of sublicense agreements and other sublicensee (or potential sublicensee) information received from ALIMERA as Information pursuant to Article 11 below. Upon termination of this Agreement for any reason, any sublicensee shall have the right to seek a license from EMORY to the Licensed Patents and the Licensed Technology, and EMORY * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the omitted portions.

Sublicenses. Merck COMPANY shall have the right to sublicense ([…***…]) any grant sublicenses, either exclusive or all non-exclusive, of its rights under Section 2.1 only during the EXCLUSIVE PERIOD .. Such sublicenses may extend past the expiration date of the licenses granted to Merck hereunderEXCLUSIVE PERIOD, including in connection with the performance but any exclusivity of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck expire upon the expiration of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement)EXCLUSIVE PERIOD. In all cases, the rights granted to any sublicensee COMPANY shall be subject and subordinate to the applicable incorporate terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is into its sublicense agreements sufficient to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not enable COMPANY to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance comply with this Agreement. Merck hereby expressly waives any requirement COMPANY shall also include provisions in all sublicenses to provide that Ablynx exhaust any rightin the event that SUBLICENSEE brings a PATENT CHALLENGE against M.I.T. (and/or WXXXXXXXX, power HARVARD or remedyHOSPITAL) or assists another party in bringing a PATENT CHALLENGE against M.I.T. (and/or WXXXXXXXX, HARVARD or proceed against such sublicensee for any obligation HOSPITAL) (except as required under a court order or performance hereunder, prior to proceeding directly against Merck with respect to subpoena) then COMPANY may terminate the sublicense. Merck In addition, any sublicense that contains a grant of rights under the HARVARD PATENT RIGHTS shall ensure compliance state that the license granted therein in subject to a pre-existing license to the HARVARD PATENT RIGHTS of the scope described in Section 2.2(b). COMPANY shall promptly furnish M.I.T. with the applicable terms a fully signed photocopy of any sublicense agreement, and M.I.T. may send a copy thereof to HHMI in confidence. Upon termination of this Agreement (for any reason, any SUBLICENSEE not then in default shall have the right to the extent applicable seek a license from M.I.T. M.I.T. agrees to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by negotiate in good faith such Third Party sublicensee so that such rights can be conveyed licenses in accordance with the good faith under reasonable terms and conditions of this Agreement, including Section 7.1conditions.

Sublicenses. Merck Amylin shall have the right at all times be free to grant sublicenses to its Affiliates, provided that any further sublicense ([…***…]) by any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect such Affiliate shall be subject to the Researchterms and conditions of Amgen’s right of first offer under Section 2.6. Subject to Amgen’s right of first offer under Section 2.6, Development and Commercialization only as expressly permitted under this Article 2, Amylin may grant sublicenses to Third Parties, which shall allow the grant of Program Nanobody(iesfurther sublicenses by such Third Parties; provided, however, that any such sublicense of rights to a Third Party, other than to a CMO (which is subject to Exhibit H), Compound(s) and Product(s) as Merck deems appropriate and without shall be subject to the prior written consent of Ablynx. Notwithstanding Amgen, which shall not be unreasonably withheld or delayed; and provided further that any sublicense of Amylin’s rights under the foregoing, any such sublicense Manufacturing Information shall only be granted to a Third Party that encompasses material Commercialization contract manufacturer engaged by Amylin to manufacture Licensed Products. Notwithstanding the sublicensing of Program Nanobody(ies)all or part of Amylin’s rights and obligations hereunder, Compound(s) and Product(s) Amylin shall remain responsible for the U.S. or full and complete performance of all of Amylin’s obligations and duties under this Agreement. Amylin shall promptly notify Amgen of the granting of any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with and provide to Amgen a copy of the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any fully-executed agreement under which Amylin granted such sublicense shall (from which Amylin may redact any confidential information that is not relieve Merck necessary to disclose to Amgen for purposes of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance confirming compliance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of Any such a sublicense shall require the prior written consent Sublicensee to comply with the obligations of Ablynx (not to be unreasonably withheld), and Merck Amylin as contained herein. Any such sublicense shall oversee provide for the performance by such sublicensee termination of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion sublicense upon termination of such activities in accordance with this Agreement, and Merck except that such sublicense shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms not terminate upon termination of this Agreement but instead shall remain in full force and effect if the Sublicensee is not then in material breach of its sublicense agreement and such Sublicensee provides to Amgen within thirty (30) days after termination of this Agreement a written agreement to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so be bound as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with licensee under the terms and conditions of this Agreement as to the field and territory in which such Sublicensee has been granted rights under its sublicense agreement. Amylin shall include in any sublicense agreement express language that the terms, conditions and obligations of any such sublicense are subject to the terms, conditions and obligations of this Agreement, including Section 7.1.

Sublicenses. Merck shall have COMPANY may grant sublicenses to sublicensees, who may in turn grant sub-sublicenses so long as and on the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, condition that any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies)sublicensee or sub-sublicensee, Compound(s) as the case may be, be approved in advance and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance in writing by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), EMORY following notice and the grant request of any such sublicense approval by Licensee or sublicensee, which approval shall not relieve Merck of its obligations under this Agreement (except be unreasonably denied or delayed; provided further, that any delay in responding to the extent they are performed by any such sublicensee(srequest for approval beyond thirty (30) in accordance with this Agreement). In all cases, the rights granted to any sublicensee days shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not deemed an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant approval of such a sublicense Person for such purpose. All such sublicenses (and sub-sublicenses) shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by further conditioned on each such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance agreement being consistent with the terms and conditions of this Agreement, including provided that COMPANY shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by COMPANY, including, but not limited to, the payment of all fees and royalties due under this Agreement, whether or not such payments are made to COMPANY by its sublicensees. COMPANY shall (a) use commercially reasonable efforts to enforce the terms of any such agreement against the sublicensee, (b) require the sublicensee to indemnify EMORY and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 7.110.2 of this Agreement and (c) retain the right for EMORY to audit any such sublicensee to the same extent that COMPANY is so required pursuant to Section 4.5 of this Agreement. COMPANY may also grant any such sublicensee the right to cure any payment default on the part of COMPANY under this Agreement. COMPANY shall provide EMORY with copies of all sublicense agreements within thirty (30) days of their execution date. In the event of any termination of this Agreement by EXXXX, XXXXX shall deemed the “licensor” under any and all sublicenses having been entered into or otherwise granted by COMPANY so long as any such sublicense conforms to the requirements of this Agreement and such Sublicensee shall not otherwise be in default under the terms of its Sublicense, in which case EMORY shall be bound to the terms of any such sublicense as if it were a party thereto, unless mutually agreed in writing otherwise by EMORY and Sublicensee. Such Sublicensee shall not become a direct licensee of EMORY should the Sublicensee challenge the validity or enforceability of any Licensed Patent.

Sublicenses. Merck Licensee shall have the right to sublicense grant sublicenses ([…***…]through multiple tiers) to its Affiliates and Third Parties under its license in Section 2.1, provided that, Licensee shall not grant such sublicenses to any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and Third Party without the prior written consent of Ablynx. Notwithstanding Licensor (except as may be necessary in connection with the foregoing, any such sublicense granted to engagement of a Third Party that encompasses material Commercialization of Program Nanobody(iescontract services provider to Develop, Manufacture and/or Commercialize the Licensed Products on Licensee’s behalf, solely in the Territory), Compound(ssuch consent not to be unreasonably withheld or delayed. Each sublicense shall include the following obligations: (a) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring a requirement that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance sublicensee comply with the all applicable terms of this Agreement Agreement, (b) if such sublicense contains a right to Commercialize Licensed Products, such sublicense will also contain the following provisions: (i) a requirement that the sublicensee submit applicable sales or other reports to Licensee to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except necessary or relevant to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not reports required to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would made or records required to be reasonably expected to result in their timely and successful completion of such activities in accordance with maintained under this Agreement, and Merck shall remain responsible (ii) a requirement that such sublicensee submit to the audit requirement set forth in Section 5.7, and primarily (c) provisions whereby Licensee obtains (i) assignment and transfer of ownership and possession of, or a right to reference all Regulatory Materials and Regulatory Approvals Controlled by such sublicensee that relate to any Licensed Product (which assignment or right of reference may also be provided directly to Licensee), and (ii) ownership of, or a fully liable for sublicensable (through multiple tiers) license under and to, any Know-How and Patent Rights that are developed by or on behalf of the sublicensee in the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any rightagreement and are reasonably necessary or useful to the Development, power Manufacture or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck Commercialization of Licensed Products (which license shall be exclusive with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (right to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program practice such Know-How made and Patent Rights outside the Territory). Licensee shall remain primarily responsible for the acts, errors or omissions, breach, or performance of the obligations hereunder by such Third Party sublicensee so each of its sublicensees. Licensee shall provide Licensor with a copy of any sublicense agreement it enters into, within thirty (30) days after the execution thereof, provided that such rights can copy may be conveyed in accordance with the terms and conditions of this Agreementsubject to redaction as Licensee reasonably believes appropriate to protect confidential business information, including Section 7.1financial provisions and other sensitive information as applicable.

Sublicenses. Merck Xxxxxx shall have the right to sublicense ([…***…]) any or all of its rights under Section 2.1 to its Affiliates and, excluding the licenses granted Co-Promotion Territory, to Merck hereunder, including in connection with the performance of tasks and obligations with respect Third Parties; provided that if Xxxxxx proposes to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such grant a sublicense granted to a Third Party that encompasses material Commercialization granting the Third Party the right to Commercialize the Licensed Product in a Major Market Country in the Xxxxxx Exclusive Territory, Xxxxxx shall provide CTI with written notice of Program Nanobody(ies)such sublicense at least thirty (30) days in advance of executing such sublicense, Compound(s) and Product(s) for which notice shall include a reasonable level of detail regarding the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees)proposed sublicense, and CTI shall have the grant of any right to approve or reject such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (approval not to be unreasonably withheld). Each agreement between Xxxxxx and a Sublicensee (a) shall be in writing and subject and subordinate to, and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreementconsistent with, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement; (b) shall not diminish, including reduce or eliminate any of Xxxxxx’x obligations under this Agreement; (c) shall require the Sublicensee(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which Xxxxxx shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Section 7.12.4. Xxxxxx shall provide written notice to CTI of any agreement entered into with a Sublicensee, and shall provide a complete copy of such agreement to CTI within thirty (30) days of its execution, which copy may be redacted by Xxxxxx to the extent that such redactions do not reasonably impair CTI’s ability to ensure compliance with this ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions Agreement. Xxxxxx shall be responsible for the performance of each Sublicensee and shall ensure that each Sublicensee complies with all relevant provisions of this Agreement. In the case of any such Sublicense **, Xxxxxx shall pay to CTI ** an amount equal to ** of any Sublicensee fee, upfront license fee or milestone (whether regulatory, based on sales or otherwise) or other payment related to such Sublicense not based on a royalty on net sales paid to Xxxxxx by or on behalf of such Sublicensee, it being understood that if such payment is made in a form other than in cash, the Parties shall use good faith reasonable efforts to agree on the fair market value thereof and the cash equivalent shall be paid to CTI.

Sublicenses. Merck Licensee shall have the right to sublicense ([…***…]) any or all of grant sublicenses under the licenses license granted to Merck hereunder, including Licensee under Section 2.01 in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the each case only upon prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of AblynxSutro and subject to the remainder of Section 2.02, provided that Licensee may grant sublicenses to its Affiliates without prior written notice to Sutro so long as such Affiliate remains an Affiliate of Licensee. Notwithstanding the foregoing, any Where Licensee or its Affiliates grants such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck Person that is not an Affiliate is to perform any Research Program activities during the Research Program Term of Licensee, such Person shall be a “Sublicensee” for the applicable Research Program, the grant purposes of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck any Person to which a Sublicensee grants a further sublicense shall remain responsible also be a Sublicensee; provided, however, that any Person that is engaged and primarily and fully liable appointed by Licensee, its Affiliates and/or Sublicensees as a service provider pursuant to Section 2.01(b) solely to enable such Person to provide such services shall not be a “Sublicensee” for the performance purposes of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any rightLicensee, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership Affiliates and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck its Sublicensees shall ensure that its sublicensee is obligated all Persons to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance which they grant sublicenses (a) comply with the all terms and conditions of this Agreement, including and, without limiting the foregoing (b) are bound by obligations of confidentiality that are no less restrictive than those contained in this Agreement and provisions sufficient to ensure that any Product-Related IPR developed by them will be fully assigned to Licensee, (c) agree to comply with 4.06(c) to the same extent Licensee is obligated thereunder, and (d) do not have the right to grant further sublicenses. Within [*] days after the execution of each sublicense agreement, Licensee shall provide to Sutro a copy of such each agreement (which may be redacted to remove any sensitive information not necessary for Sutro to verify its compliance with the terms of this Agreement). Licensee shall remain liable for any action or failure to act by any Sublicensee under the licenses granted in Section 7.12.01 by Licensee, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by Licensee. In the event of early termination of this Agreement, all sublicenses granted to Sublicensees in accordance with the terms hereof shall automatically be revoked without any further action on the part of Sutro.

Sublicenses. Merck (1) Upon termination of this LICENSE AGREEMENT as a whole or the BUTAMAX PATENT TERM for any reason: (i) GEVO shall have the right to provide BUTAMAX with copies of all sublicense agreements then in effect with its AFFILIATES and other GEVO SUBLICENSEES, ([…***…]ii) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) agreements between GEVO and Product(s) for the U.S. or any Primary Country its AFFILIATES and other GEVO SUBLICENSEES shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is remain in effect in accordance with their terms (and, for the applicable terms avoidance of doubt, shall not be terminated as a result of the termination of this Agreement LICENSE AGREEMENT as a whole or the BUTAMAX PATENT TERM), and (iii) GEVO shall assign and transfer all of its rights and obligations under each such sublicense agreement (to the extent applicable relating to sublicensees), BUTAMAX PATENTS) to BUTAMAX and the grant BUTAMAX shall assume all of any such rights and obligations under each such sublicense agreement (except that BUTAMAX shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is bound to perform any Research Program obligations set forth in any sublicense agreements that extend beyond the obligations of BUTAMAX set forth in this LICENSE AGREEMENT). For the avoidance of doubt, GEVO’s obligations to pay BUTAMAX royalties under Section 3(a) and TECHNOLOGY FEES (if any) under Section 3(c) on behalf of GEVO itself, its AFFILIATES and other GEVO SUBLICENSEES shall survive each such assignment and assumption (including such royalties and TECHNOLOGY FEES (if any) relating to activities during after the Research Program Term effective date of each such assignment and assumption) until all such royalties and TECHNOLOGY FEES (if any) are paid in full; provided, that in no event shall GEVO be held to account to BUTAMAX for such royalties and TECHNOLOGY FEES (if any) relating to activities after the effective date of each such assignment and assumption unless and until BUTAMAX has LEGAL_US_W # 82848909.3 70 used its commercially reasonable efforts to collect such royalties or TECHNOLOGY FEES (if any) from the applicable Research Program, the grant of GEVO SUBLICENSEE and has not received such a sublicense shall require the prior written consent of Ablynx royalties or TECHNOLOGY FEES (not to be unreasonably withheld), and Merck shall oversee the performance by if any) from such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding GEVO SUBLICENSEE directly against Merck with respect to the sublicense. Merck shall ensure compliance with within six (6) months from the applicable terms due date for such amounts relating to activities after the effective date of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership each such assignment and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1assumption.

Sublicenses. Merck The LLC shall have the right to sublicense ([…***…]) any or all grant sublicenses of the licenses rights granted to Merck hereunder, including provided that: (i) each Sublicensee shall have agreed in -------- writing to keep books and records and permit CYTOGEN to review such books and records pursuant to the relevant provisions, and to comply with all terms of this Agreement expressly applicable to a Sublicensee of the LLC; and (ii) within 15 days of granting any such sublicense the LLC shall give written notice of such grant to CYTOGEN and provide CYTOGEN with a copy of such sublicense. No consent or approval of CYTOGEN shall be required in connection with the performance granting of tasks such sublicenses. Upon reasonable request of any Sublicensee of the LLC, CYTOGEN shall cooperate with such Sublicensee to execute, acknowledge, and obligations deliver all documentation, further assurances and other instruments solely with respect to the Research, Development existence and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions good standing of this Agreement, including without limitation copies of the SKICR Agreement, as amended through the relevant date, and correspondence relating thereto; provided, that, subject to Section 7.13.4, -------- CYTOGEN will not (i) be or become obligated to pay any fees or unreimbursed expenses; (ii) incur any additional obligations; or (iii) be required to amend or deemed to have amended this Agreement or the SKICR Agreement, solely by reason thereof. Without limiting the generality of the foregoing, it is understood and agreed that the LLC may grant sublicenses to its Affiliates ("Affiliate Sublicensees") of all or any part(s) of its rights hereunder, in ----------------------- accordance with this Section 3.2; provided, that it shall be a condition to any -------- such sublicense to such an Affiliate Sublicensee that such Affiliate Sublicensee agrees to make available directly to CYTOGEN, upon the prior written request of CYTOGEN, such portion of sums owing by such Affiliate Sublicensee to the LLC under the relevant sublicense agreement to which CYTOGEN is entitled under Article 5 hereof.

Sublicenses. Merck shall Teva will have the right to sublicense grant ([…***…]whole or partial) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations Sublicenses with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees)Section 4.1, and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable on terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance consistent with the terms and conditions of this Agreement, and Teva will be entitled to determine the commercial terms of any such Sublicense; provided, however, that with respect to each Sublicense, (a) Teva will promptly notify Company upon signature, amendment or termination thereof and will provide Company with the name of the Sublicensee and the scope and territory of such Sublicense, (b) Teva will guarantee and be responsible for the making of all payments due, and the making of any reports under this Agreement with respect to Net Sales of Licensed Products by its Sublicensees and their compliance with all applicable terms of this Agreement, and (c) each Sublicensee agrees in writing to comply with the terms of this Agreement, including maintaining books and records pursuant to applicable laws and regulations and permitting Company to review such books and records in accordance with the terms of this Agreement. The grant of any Sublicenses will not relieve the Parties of or reduce their obligations to each other under this Agreement. The term of any Sublicense will be limited to the term of the License and will terminate upon the expiration or the termination of the License for any reason whatsoever; provided, however, upon termination of this Agreement pursuant to Section 7.111.2.2 for breach or bankruptcy of Teva and if the Sublicensee is not then in breach of any material provision of its Sublicense or this Agreement and is not, or has not been, an Affiliate of Teva, then Company will be obligated, at the joint request of the Sublicensee and Teva made within thirty (30) days after such termination of this Agreement, to enter into a new license agreement with such Sublicensee on substantially the same License terms as this Agreement, as further limited in scope, term or otherwise by the terms of the original Sublicense, which shall have been disclosed in full to Company. Teva will provide Company with an executed copy of each Sublicense agreement and any amendments thereto within thirty (30) days of execution of the relevant Sublicense agreement or amendment; provided, however that Teva may redact from such agreement any Confidential Information that Teva, in its reasonable discretion, determines is not material to Company.

Sublicenses. Merck shall have COMPANY may grant sublicenses to sublicensees, who may in tum grant sub-sublicenses so long as and on the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, condition that any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies)sublicensee or sub-sublicensee, Compound(s) as the case may be, be approved in advance and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance in writing by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), EMORY following notice and the grant request of any such sublicense approval by Licensee or sublicensee, which approval shall not relieve Merck of its obligations under this Agreement (except be unreasonably denied or delayed; provided further, that any delay in responding to the extent they are performed by any such sublicensee(srequest for approval beyond thirty (30) in accordance with this Agreement). In all cases, the rights granted to any sublicensee days shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not deemed an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant approval of such a sublicense Person for such purpose. All such sublicenses (and sub-sublicenses) shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by further conditioned on each such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance agreement being consistent with the terms and conditions of this Agreement, including provided that COMPANY shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by COMPANY, including, but not limited to, the payment of all fees and royalties due under this Agreement, whether or not such payments are made to COMPANY by its sublicensees. COMPANY shall (a) use commercially reasonable efforts to enforce the terms of any such agreement against the sublicensee, (b) require the sublicensee to indemnify EMORY and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 7.110.2 of this Agreement and (c) retain the right for EMORY to audit any such sublicensee to the same extent that COMPANY is so required pursuant to Section 4.5 of this Agreement. COMPANY may also grant any such sublicensee the right to cure any payment default on the part of COMPANY under this Agreement. COMPANY shall provide EMORY with copies of all sublicense agreements within thirty (30) days of their execution date. In the event of any termination of this Agreement by EXXXX, XXXXX shall deemed the “licensor” under any and all sublicenses having been entered into or otherwise granted by COMPANY so long as any such sublicense conforms to the requirements of this Agreement and such Sublicensee shall not otherwise be in default under the terms of its Sublicense, in which case EMORY shall be bound to the terms of any such sublicense as if it were a party thereto, unless mutually agreed in writing otherwise by EMORY and Sublicensee. Such Sublicensee shall not become a direct licensee of EMORY should the Sublicensee challenge the validity or enforceability of any Licensed Patent.

Sublicenses. Merck 2.3.1 The rights and licenses granted to ViroPharma under Section 2.2 shall have include the right to grant sublicenses (or further rights of reference), provided that (i) any sublicense of all or substantially all of the rights licensed to ViroPharma hereunder to a Third Party shall require the prior written approval of Sanquin which may be granted or withheld in Sanquin’s sole discretion, and ([…ii) any sublicense of all or substantially all of the rights licensed to ViroPharma hereunder to a Third Party for a particular country or countries within the ViroPharma Territory shall require the prior written approval of Sanquin, such approval not to be unreasonably withheld. If Sanquin does not respond to ViroPharma’s request for Sanquin’s consent of any such sublicense contemplated by Section 2.3.1(ii) to a Third Party within ***…]) * Business Days after the date of receipt of ViroPharma’s request, then such consent shall be deemed given by Sanquin. ViroPharma’s obligations hereunder shall not be affected by the sublicense of any or all of its rights hereunder. ViroPharma shall provide to Sanquin a written notice setting forth in reasonable detail the licenses granted nature of such sublicense and the identity of the Sublicensee. Immediately upon entering into a sublicense agreement (with the prior written approval of Sanquin), ViroPharma shall provide to Merck hereunderSanquin a copy of such executed sublicense agreement. Any material amendment to such agreement shall require the prior written approval of Sanquin, including in connection it being understood that with respect to a sublicense agreement contemplated by Section 2.3.1(ii) above, Sanquin’s approval of any amendment thereof shall be deemed given if Sanquin does not respond to ViroPharma’s request for Sanquin’s approval of such amendment within *** Business Days after the date of receipt of ViroPharma’s request. ViroPharma guarantees the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), permitted Sublicensees and the grant of any such sublicense sublicenses shall not relieve Merck ViroPharma of its obligations under this Agreement (except to the extent they are performed by any Agreement. Any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee sublicense agreements shall be consistent with and subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

Sublicenses. Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect Subject to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is , Haisco will have the right to perform any Research Program activities during the Research Program Term for the applicable Research Programgrant Sublicenses, the grant of such a sublicense shall require in whole or in part, subject to the prior written consent of Ablynx (Starton, such consent not to be unreasonably withheld), conditioned or delayed; provided, however, that the prior written consent of Starton is hereby waived if and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable Haisco: (i) grants to sublicenseesits Affiliate(s) by its sublicenseesuch Sublicensee, including with respect or (ii) entrusts certain activities related to provisions on confidentiality, intellectual property ownership Development of the Product to Third Party contract research organizations (the “CROs”) and compliance with Applicable Laws. Without limiting grants such Sublicense to the foregoing, CROs to the extent that Merck grants a sublicense so as necessary or appropriate for them to enable said sublicensee to perform Research Program conduct the entrusted activities, Merck shall ensure that its sublicensee is obligated or (iii) entrusts certain activities related to assign rights Commercialization of the Product to any Program Know-How made by such Third Party sublicensee so distributors, sub-distributors or sales agents (the “Distributors”) and grants such Sublicense to the Distributors to the extent necessary or appropriate for them to conduct the entrusted activities (collectively, the “Permitted Sublicenses”). Prior to the execution of any proposed Sublicense other than the Permitted Sublicenses, Haisco will furnish to Starton a summary of such proposed Sublicense for review; provided, that Haisco may redact from each such rights can Sublicense agreement provisions that are not relevant to Xxxxxx’s performance hereunder. All Sublicenses must be conveyed in accordance writing and be consistent with the terms and conditions of this Agreement, including Section 7.1and will include confidentiality, non-disclosure and non-use provisions at least as restrictive or protective of the Parties, the Starton Technology and Starton’s Confidential Information, as those set forth in this Agreement. Notwithstanding any such Sublicense, Xxxxxx will remain responsible for the performance of its obligations under this Agreement to the same extent as if such activities were conducted by Xxxxxx and for any payments due hereunder with respect to any activities of any Sublicensee.

Sublicenses. Merck 2.2.1. The rights and license granted to VBI under Section 2.1 shall have include the right to grant sublicenses (or further rights of reference), provided that (i) any sublicense of all or substantially all of the rights licensed to VBI hereunder to a Third Party shall require the prior written approval of Sanquin which may be granted or withheld in Sanquin’s sole discretion, and ([…ii) any sublicense of all or substantially all of the rights licensed to VBI hereunder to a Third Party for a particular country or countries within the Territory shall require the prior written approval of Sanquin, such approval not to be unreasonably withheld. If Sanquin does not respond to VBI’s request for Sanquin’s approval of any such sublicense contemplated by Section 2.2.1(ii) to a Third Party within ***…]) * Business Days after the date of receipt of VBI’s request, then such approval shall be deemed given by Sanquin. VBI’s obligations hereunder shall not be affected by the sublicense of any or all of its rights hereunder. VBI shall provide to Sanquin a written notice setting forth in reasonable detail the licenses granted nature of such sublicense and the identity of the sublicensee. Immediately upon entering into a sublicense agreement (with the prior written approval of Sanquin), VBI shall provide to Merck hereunderSanquin a copy of such executed sublicense agreement. Any material amendment to such agreement shall require the prior written approval of Sanquin, including in connection it being understood that with respect to a sublicense agreement contemplated by Section 2.2.1(ii) Execution copy dated 8 January 2010 above, Sanquin’s approval of any amendment thereof shall be deemed given if Sanquin does not respond to VBI’s request for Sanquin’s approval of such amendment within *** Business Days after the date of receipt of VBI’s request. VBI guarantees the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense sublicenses shall not relieve Merck VBI of its obligations under this Agreement (except to the extent they are performed by any Agreement. Any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee sublicense agreements shall be consistent with and subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

Sublicenses. Merck Licensee shall have the right to sublicense grant sublicenses under the rights and licenses granted under Section 2.1 through multiple tiers to ([…***…]a) any or all of the licenses granted Affiliates (for as long as such Person remains an Affiliate) without Mirati’s prior written consent but upon prompt written notice to Merck hereunderMirati, including in connection with the performance of tasks and obligations (b) any Third Party with respect to the ResearchDevelopment, Development and manufacture or Commercialization of Program Nanobody(ies)the Compound or any Licensed Products in the Field and in the Licensed Territory, Compound(s) and Product(s) as Merck deems appropriate and without the in each case with prior written consent of AblynxMirati (which shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoingAny and all such sublicenses shall be granted and governed by written agreements (each, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s“Sublicense Agreement”) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)to, and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreementconsistent with, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement and shall include a provision that permits Licensee to terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms of this Agreement. Licensee shall be and remain responsible for ensuring its Sublicensees’ compliance with this Agreement and shall be and remain liable for any breaches hereof by any such Sublicensee as though the same were a breach by Licensee, [***]. [***] Licensee shall provide Mirati with a copy of each such Sublicense Agreement granted by Licensee to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or technical information to the extent not necessary for Mirati to confirm Licensee’s compliance with the terms of this Agreement) within [***] of executing such Sublicense Agreement, including an English translation, if applicable. Licensee shall, in each Sublicense Agreement, require its Sublicensee to provide the following to Mirati (or directly to Licensee): (i) the assignment and transfer of ownership and possession of, or a right of reference to, all Regulatory Filings and Regulatory Approvals Controlled by such Sublicensee, and (ii) the assignment of, or a freely sublicensable (through multiple tiers) exclusive license to, all intellectual property (including Know-How and Patents) Controlled by such Sublicensee that Covers the Compound and any Licensed Product or its respective use, manufacture, sale, or importation and was conceived, discovered, developed or otherwise made by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. For clarity, in the case of any subcontractor, this Section 7.12.2 shall not apply but Section 2.8 shall apply.

Sublicenses. Merck During the term of exclusivity granted hereunder, the license hereby granted shall have include the right of LICENSEE or any sublicensee to sublicense grant written sublicenses covering Licensed Products, Licensed Services and Licensed Methods, provided that LICENSEE shall include all sales and receipts therefrom received from unaffiliated third parties by all sublicensees in LICENSEE'S statements to LICENSOR as provided in Article V and ([…***…]A) any or all in the case of sublicenses granted to parties other than to Manufacturers shall pay royalties to LICENSOR in an amount equal to the greater of (i) [ ] income received from each such sublicensee for the sale of Licensed Products and Licensed Services and for use of Licensed Confidential portions ( [ ] ) have been omitted pursuant to regulation 240.25b-2(b) of the licenses granted to Merck hereunderSecurities Exchange Act of 1934 and have been filed separately with the Commission. 9 Methods or (ii)[ ], including in connection with (x) of the Net Selling Price of each Licensed Product made or sold, or received from the performance of tasks Licensed Services, by or for such sublicensee or (y) of the amounts received by or from the sublicense of Licensed Methods and obligations with (B) in the case of any sublicense granted to a Manufacturer in respect of Intermediate Products pay royalties to the Research, Development LICENSOR as per paragraph 3(b) of Article VI. LICENSEE and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynxits sublicensees shall be free to grant sublicenses at any royalty rate they may deem appropriate. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck no multiple royalties shall be responsible for ensuring payable because a Licensed Product, Licensed Service, Licensed Method or Intermediate Product are or shall be sold or licensed to or by a sublicensee in the same transaction. In addition to the foregoing, LICENSEE agrees that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is it will remit to LICENSOR in accordance with the applicable terms paragraph 2 of this Agreement (to the extent applicable to sublicensees), and the grant Article VII,[ ] of any such sublicense shall option fee, license fee, prepaid royalty or other "front end payment" which it may receive from a sublicensee or which a sublicensee may receive from its sublicensees. It is agreed that research and development funding (as defined hereafter) does not relieve Merck of its obligations constitute an "option fee, licensee fee, prepaid royalty or 'front-end payment'" under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1paragraph.

Sublicenses. Merck Licensee shall have the right to sublicense, through multiple tiers, the rights granted pursuant to Sections 2.1.1, 2.1.2 and 2.1.3 (a) without Axsome’s consent, to Licensee’s Affiliates (only for so long as they remain Affiliates of Licensee) and (b) subject to Axsome’s prior written consent, not to be unreasonably withheld or delayed, to Third Parties, in each case subject to the requirements of this Section 2.1.6. Each such sublicense shall be granted only pursuant to a written agreement signed by Licensee and the applicable Sublicensee ([…***…]) any or all of the licenses granted to Merck hereundereach, including in connection a “Sublicense Agreement”). Each Sublicense Agreement shall contain terms and conditions not inconsistent with the performance terms of tasks this Agreement and with Axsome’s obligations with respect to the Researchunder its Upstream Licenses and, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding limiting the foregoing, any shall impose substantially similar or greater obligations upon such sublicense granted Sublicensees as are imposed upon Licensee by this Agreement, including provisions regarding confidentiality, indemnification, insurance, audit, record-keeping, no challenge, sublicensing and termination, in each case for Axsome’s and its Upstream Licensors’ protection and shall further require each Sublicensee to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s(i) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance comply with the all applicable terms of this Agreement Agreement, (ii) submit applicable sales or other reports to Licensee to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement, (iii) maintain the confidentiality of and limit the use of all of Axsome’s Confidential Information in accordance with Article 6, (iv) cooperate with each of Licensee and Axsome in the prosecution, maintenance and enforcement of EAST\200870719.16 any Licensed Patent Rights and (v) undertake and agree to indemnify the Axsome Indemnified Parties in accordance with Section 9.2. Where Axsome’s consent for a Sublicense is required, Licensee shall provide to Axsome a detailed summary of the proposed Sublicensee’s marketing and financial capabilities and such other information as Axsome may reasonably request, for Axsome’s prior review and consideration in determining whether to provide its consent for such sublicense. Licensee shall provide Axsome with an accurate and complete copy of each Sublicense Agreement entered into by it or its Affiliates, within thirty (30) days after entering into such Sublicense Agreement and Axsome may provide a copy of such Sublicense Agreement to its Upstream Licensors to the extent required under the applicable to sublicensees)Upstream License. To the extent that any terms, and the grant conditions or limitations of any such sublicense Sublicense Agreement are inconsistent with this Agreement, those terms, conditions and limitations shall not relieve Merck impose additional obligations, conditions and limitations against Axsome or any Upstream Licensor, except to the extent that Axsome or, if applicable, such Upstream Licensor, at its sole discretion, has expressly consented thereto in writing. Any requests for such consent from an Upstream Licensor shall be submitted through Axsome, unless Axsome provides its written consent (which may be provided or withheld in Axsome’s sole discretion) to Licensee for Licensee to communicate directly with such Upstream Licensor with respect thereto. Licensee shall remain directly responsible for all of its obligations under this Agreement (except to the extent they are performed by whether any such sublicensee(s) in accordance with this Agreement). In all casesobligations have been delegated, the rights granted subcontracted or sublicensed to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power Licensee’s Affiliates or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1Sublicensees.

Sublicenses. Merck shall have (1) Subject to this Section 2(j), S&P hereby grants CME the right to sublicense CME’s rights pursuant to Section 2(a) to any third-party exchange or other organized trading facility that is located outside the United States (“Futures Sublicensee”) in connection with Futures Sublicensee’s creating, issuing, listing, trading, clearing, marketing and/or promoting Indexed Contracts that are Futures Contracts, Options on Futures Contracts, Swap Contracts or Options on Swap Contracts (“Sublicensed Futures Contracts”) and with making such disclosure about Sublicensed Futures Contracts as Futures Sublicensee deems necessary or desirable in order to indicate the source of the S&P Stock Indices. The terms of any sublicense granted by CME hereunder shall be set forth in a sublicense agreement among S&P, CME and the Futures CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY […***…**]. Sublicensee that is reasonably acceptable to S&P and CME (a “Futures Sublicense Agreement”), provided that CME shall (A) provide S&P with a complete copy of any or such Futures Sublicense Agreement once executed by all parties thereto, (B) S&P may elect not to enter into any Futures Sublicense Agreement in its sole discretion and (C) to the extent not specified therein, advise S&P in writing of the licenses granted fees payable by such Futures Sublicensee to Merck hereunderCME in respect thereof. CME shall solely determine the fees payable by each Futures Sublicensee in respect of each Futures Sublicense Agreement, including provided that in connection with the performance each such Futures Sublicense Agreement, CME shall use commercially reasonable efforts to achieve commercially reasonable financial terms in favor of tasks CME and obligations with respect S&P therein. CME shall use commercially reasonable efforts to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights collect all amounts due from each Futures Sublicensee under a sublicense hereunder is in accordance with the applicable terms Futures Sublicense Agreement. Upon termination of this Agreement (to the extent applicable to sublicensees)for any reason, all Futures Sublicense Agreements shall terminate unless otherwise agreed in writing by S&P and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1Futures Sublicensee.

Sublicenses. Merck Prior to the [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 (i) to Affiliates to Develop, Manufacture and Commercialize Licensed Products and (ii) to Third Party contractors engaged in the Development, Manufacture or Commercialization of Licensed Products on behalf of Licensee solely to assist Licensee to perform its obligations under this Agreement. In addition, on or after the [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 to Third Parties to Manufacture, Develop and Commercialize Licensed Products and Licensee’s right to grant sublicenses shall have not be restricted. For the avoidance of doubt, nothing in this Section 6.3 limits the right of Licensee to sell Licensed Products through any distributors or sub-distributors of its choice in carrying out its Commercialization activities under this Agreement. Licensee shall inform POZEN in writing of each sublicense ([…***…]) any or all of the licenses granted pursuant to Merck hereunder, including in connection with this Section 6.3. Licensee shall remain liable for the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by Agreement, and any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee actions of a Sublicensee shall be subject and subordinate to the applicable terms and conditions considered actions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)Licensee, and Merck shall oversee the performance by such sublicensee any act or omission of the relevant activities by the sublicensee in a manner Sublicensee that would be reasonably expected a breach of this Agreement if such act or omission had been taken or made by Licensee, shall be deemed a breach of this Agreement by Licensee. Subject to result the restrictions set forth in their timely this Section 6.3, any Third Party that has been appointed as a Sublicensee shall be entitled to all of the rights, and successful completion be subject to all of such activities the obligations, under this Agreement which are applicable to Sublicensees. Notwithstanding anything to the contrary in accordance with this Agreement, and Merck Licensee shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust not be obligated to obtain any right, power title or remedyinterest to any Inventions, Joint Inventions or proceed against Licensed Product Improvements developed or conceived by or with any of its Sublicensees from any such sublicensee for Sublicensee to satisfy any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of POZEN under this Agreement, including Section 7.1.

Sublicenses. Merck shall have (1) Subject to this Section 2(j), S&P hereby grants CME the right to sublicense CME’s rights pursuant to Section 2(a) to any third-party exchange or other organized trading facility that is located outside the United States ([…“Futures Sublicensee”) in connection with Futures Sublicensee’s creating, issuing, listing, trading, clearing, marketing and/or promoting Indexed Contracts that are Futures Contracts, Options on Futures Contracts, Swap Contracts or Options on Swap Contracts (“Sublicensed Futures Contracts”) and with making such disclosure about Sublicensed Futures Contracts as Futures Sublicensee deems necessary or desirable in order to indicate the source of the S&P Stock Indices. The terms of any sublicense granted by CME hereunder shall be set forth in a sublicense agreement among S&P, CME and the Futures Sublicensee that is reasonably acceptable to S&P and CME (a “Futures Sublicense Agreement”), provided that CME shall (A) Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees**”), and the grant omitted text has been filed separately with the Securities and Exchange Commission. provide S&P with a complete copy of any such sublicense shall Futures Sublicense Agreement once executed by all parties thereto, (B) S&P may elect not relieve Merck of to enter into any Futures Sublicense Agreement in its obligations under this Agreement sole discretion and (except C) to the extent they are performed not specified therein, advise S&P in writing of the fees payable by any such sublicensee(s) Futures Sublicensee to CME in accordance respect thereof. CME shall solely determine the fees payable by each Futures Sublicensee in respect of each Futures Sublicense Agreement, provided that in connection with this each such Futures Sublicense Agreement), CME shall use commercially reasonable efforts to achieve commercially reasonable financial terms in favor of CME and S&P therein. In CME shall use commercially reasonable efforts to collect all cases, the rights granted to any sublicensee shall be subject and subordinate to amounts due from each Futures Sublicensee under the applicable terms and conditions of this Futures Sublicense Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms Upon termination of this Agreement (to for any reason, all Futures Sublicense Agreements shall terminate unless otherwise agreed in writing by S&P and the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1Futures Sublicensee.

Sublicenses. Merck shall have the right S&N may grant to any Affiliate of S&N a sublicense ([…***…]) any or all of the licenses license granted to Merck hereunderS&N under Section 2.1.1 without the prior consent of Nucryst, including in connection with provided that there is and continues to be throughout the performance term of tasks the sublicense an enforceable sublicense agreement between S&N and obligations with respect any such Affiliate wherein such Affiliate agrees to be bound by the provisions of this Agreement relating to the Researchuse and safeguarding of the licensed technology including the confidentiality provisions in Article 7. S&N shall be responsible for diligently enforcing the provisions of such sublicense agreement and for the acts and omissions of each such Affiliate and such acts and omissions shall be regarded for the purposes of this Agreement as the acts and omissions of S&N. No such S&N Affiliate shall grant any further license of such licensed technology to any other Person nor assign its rights to any other Person, Development except in either case, to another S&N Affiliate on the terms and Commercialization conditions specified in this Section 2.2. Any distributors retained by S&N to distribute Products, to the extent they require a sublicense of Program Nanobody(ies)any marketing or Sales rights granted to S&N under Section 2.1.1 of this Agreement, Compound(s) shall, for the purposes of this Section 2.2, be regarded as Affiliates of S&N and Product(s) as Merck deems appropriate and the provisions hereof shall apply accordingly. Further, S&N may not grant sublicenses of the license granted to S&N under Section 2.1.1 to any other Person without the prior written consent of Ablynx. Notwithstanding the foregoing, any Nucryst (such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee provided that there is and continues to be throughout the performance by such sublicensee term of the relevant activities sublicense an enforceable sublicense agreement between S&N and such Person wherein such Person agrees to be bound by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms provisions of this Agreement (relating to the extent applicable use and safeguarding of the licensed technology including the confidentiality provisions in Article No such Person shall grant any further license of such licensed technology to sublicensees) by any other Person nor assign its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by other Person. S&N shall be responsible for diligently enforcing the provisions of such Third Party sublicensee so that sublicense agreement and for the acts and omissions of its permitted sublicensees and such rights can acts and omissions shall be conveyed in accordance with regarded for the terms and conditions purposes of this Agreement, including Section 7.1.Agreement as the acts and omissions of S&N.

Sublicenses. Merck shall have LICENSEE has the right during the Term to sublicense ([…***…]) any or all grant sublicenses to Sublicensees within the scope of the licenses granted to Merck hereunder, including in connection license grant of Section 2.1. and consistent with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement Agreement, on the condition that: (to the extent applicable to sublicensees), and the grant of any such sublicense a) LICENSEE shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities cause compliance by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance Sublicensees with the terms and conditions of this AgreementAgreement to the same extent as LICENSEE itself, including (b) any act or omission of the Sublicensees shall constitute an act or omission of LICENSEE, and (c) the Sublicensees shall agree in writing that they are subject to the terms and conditions of this Agreement and that LICENSOR shall have a right of action against the Sublicensees to the same extent as LICENSEE itself if any breach by a Sublicensee is not remedied by LICENSEE within […***…] after notice from LICENSOR. Any sublicense must be in writing and LICENSEE shall provide LICENSOR with a copy of each sublicense promptly following its execution. Sublicensees shall be precluded from granting any further sublicense except as necessary to engage Distributor(s) for the sale of Licensed Products. Any sublicense shall be assignable to LICENSOR upon the termination of this Agreement (if such termination shall not have been made by LICENSEE pursuant to Section 7.111.2.6.), subject to the conditions that LICENSOR have sole discretion to determine whether or not it desires to become a party to any such sublicense, LICENSOR shall not assume any obligations accruing prior to actual assignment to LICENSOR, LICENSEE shall remain solely liable to LICENSOR for any obligations accruing prior to assignment of the sublicense, and the assignment of any sublicense to LICENSOR shall be without prejudice to any rights or obligations that have arisen or accrued prior to the effective date of the assignment.

Sublicenses. Merck Prior to the [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 (i) to Affiliates to Develop, Manufacture and Commercialize Licensed Products and (ii) to Third Party contractors engaged in the Development, Manufacture or Commercialization of Licensed Products on behalf of Licensee solely to assist Licensee to perform its obligations under this Agreement. In addition, on or after the [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Third Parties to Manufacture, Develop and Commercialize Licensed Products and Licensee’s right to grant sublicenses shall have not be restricted. For the avoidance of doubt, nothing in this Section 6.3 limits the right of Licensee to sell Licensed Products through any distributors or sub-distributors of its choice in carrying out its Commercialization activities under this Agreement. Licensee shall inform POZEN in writing of each sublicense ([…***…]) any or all of the licenses granted pursuant to Merck hereunder, including in connection with this Section 6.3. Licensee shall remain liable for the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by Agreement, and any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee actions of a Sublicensee shall be subject and subordinate to the applicable terms and conditions considered actions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld)Licensee, and Merck shall oversee the performance by such sublicensee any act or omission of the relevant activities by the sublicensee in a manner Sublicensee that would be reasonably expected a breach of this Agreement if such act or omission had been taken or made by Licensee, shall be deemed a breach of this Agreement by Licensee. Subject to result the restrictions set forth in their timely this Section 6.3, any Third Party that has been appointed as a Sublicensee shall be entitled to all of the rights, and successful completion be subject to all of such activities the obligations, under this Agreement which are applicable to Sublicensees. Notwithstanding anything to the contrary in accordance with this Agreement, and Merck Licensee shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust not be obligated to obtain any right, power title or remedyinterest to any Inventions, Joint Inventions or proceed against Licensed Product Improvements developed or conceived by or with any of its Sublicensees from any such sublicensee for Sublicensee to satisfy any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of POZEN under this Agreement, including Section 7.1.

Sublicenses. Merck Licensee shall have the right to grant sublicenses, through multiple tiers of sublicensees, under the licenses granted in Sections 2.1(a), (b), (c) and (e), to its Affiliates and other Persons; provided that any such sublicense shall ([…***…]a) any or all be consistent with, and expressly made subject to, the terms and conditions of this Agreement and the Nektar Agreement (including, for the avoidance of doubt, the scope of the licenses granted in Sections 2.1(a), (b), (c) and (e)), (b) without limiting clause (a), contain terms requiring any Information and intellectual property rights arising therein to Merck hereunderbe owned by Licensee (or AstraZeneca or Nektar, including as applicable), or if owned by the Sublicensee to be licensed to Licensee with rights for Licensee to disclose such Information to AstraZeneca and for AstraZeneca to use, disclose and grant further rights under such Information and intellectual property rights as contemplated by this Agreement, (c) bind such Sublicensee with non-disclosure and non-use provisions substantially similar to those set forth in this Agreement and (d) limit the purpose for which any confidential information under any such sublicense may be used to the activities conducted by such Sublicensee in connection with the performance Exploitation of tasks and obligations the Licensed Products hereunder. Licensee shall ensure each Sublicensee complies with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement and the Nektar Agreement. Where , as if such Sublicensee were a sublicensee of Merck that is not an Affiliate is party to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck Licensee shall remain be responsible and primarily and fully liable for any failure of any such sublicensee to comply with such terms or conditions, with the performance further understanding that any action or omission by any such sublicensee that, if committed by Licensee would be a breach of such activities in accordance with this Agreement, will be deemed a breach by Licensee of this Agreement for which Licensee is responsible. Merck hereby expressly waives any requirement To the extent that Ablynx Applicable Law would require that AstraZeneca exhaust any right, power or remedy, or proceed against such sublicensee any Affiliate or Sublicensee of Licensee for any obligation or performance hereunder, under this Agreement by Licensee prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (Licensee, then Licensee hereby waives any such requirement to the extent applicable waivable. A copy of any sublicense agreement executed by Licensee shall be provided to sublicensees) by AstraZeneca within [***] after its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1execution.