Common use of Sublicenses Clause in Contracts

Sublicenses. AstraZeneca shall have the right to grant sublicenses, through multiple tiers of sublicenses, under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca.

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 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 License Agreement or (b) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(a)(iii) 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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that License Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed Products shall 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 License Agreement not be a “Sublicensee” for purposes 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 the part of Bluebird that are not included within the scope of this License Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca10.4(b).

Sublicenses. AstraZeneca Dermira and its Affiliates shall have the right to grant sublicenses, sublicenses (through multiple tiers tiers) to third parties (each such third party, a “Sublicensee”) of sublicenses, the rights licensed under Sections 2.1 and 2.2. Sublicenses of the licenses rights granted to AstraZeneca Dermira and its Affiliates under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense 2.2 may only be granted to a Person that is not third party to which Dermira, an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which Dermira or a Sublicensee grants the right to research, develop or commercialize products in the Field using Xxxxxxx Data. However, notwithstanding the grant of sublicenses by Dermira and/or its Affiliates hereunder, Dermira shall remain obligated to pay all milestone payments under Section 4.1 that become due as a further result of activities by Affiliates of Dermira or Sublicensees, and all royalties due to Licensor with respect to Net Sales of Licensed Products by Affiliates of Dermira and Sublicensees. Any sublicense shall also be agreement, whether by Dermira or an Affiliate of Dermira or a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under shall not be inconsistent with the terms of this Agreement nor exceed the scope of the license granted to AstraZeneca pursuant Dermira under this Agreement and shall include (i) an obligation of the Sublicensee to indemnify Licensor and its Affiliates as provided in Section 2.1 solely 11.1 and Xxxxxxx and its Affiliates as provided in the Xxxxxxx Side Letter, subject to enable conditions and procedures substantially equivalent to those contained in Section 11.2 and the Xxxxxxx Side Letter, (ii) confidentiality obligations of the Sublicensee no less protective of the Xxxxxxx Data than those contained in Article 9, and (iii) an express statement that Xxxxxxx and its Affiliates are intended third party beneficiaries of such Person sublicense agreement. Dermira shall promptly thereafter provide Licensor a true and correct copy of each such sublicense, provided that Dermira or the Sublicensee may redact confidential provisions of the sublicense agreement that are not reasonably required for Licensor to confirm compliance with this Agreement (but not the identity of the Sublicensee). Licensor agrees that the obligations in (i) and (iii) above and the obligation to provide contract research copies of sublicenses shall not apply to sublicense agreements entered into by Dermira or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicenseesa Sublicensee with contract research organizations, contract manufacturing organizations and (ii) does not have similar third parties performing services for the right to distribute, market benefit of Dermira or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecaSublicensee which sublicense does not include any right to commercialize Licensed Product.

Sublicenses. AstraZeneca NewLink and its Affiliates shall have the right to grant sublicensessublicenses to third parties (each, through multiple tiers of sublicenses, under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” ”) under the LIMR Technology and Patent Rights (with the further rights to sublicense) for all purposes including to research, develop, make, have made, use and sell the purposes 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 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 require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any Person further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide LIMR with a copy of each sublicense and 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 sublicense of rights thereunder). If LIMR performs such a Sublicensee grants review on any sublicense or subsublicense agreement, those 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. 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 its sublicensees will remain in effectand be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and he applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such agreement which obligation accrued prior to the date of such assignment and 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 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 in default under its subsublicense agreement and further sublicense shall also provided it pays to LIMR all payments required to be a Sublicensee; provided, however, that any Person that paid to the sublicensor thereunder and provides one or more accountings of all such sales to LIMR (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, within thirty (30) days of LIMR’s request therefore and (ii) does not have within thirty days after the right last such sale, such accountings to distributebe certified as true, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates complete and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled correct by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZenecasublicensee’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecachief financial officer.

Sublicenses. AstraZeneca shall have Licensee may grant and authorize sublicenses within the right to grant sublicenses, through multiple tiers scope of sublicenses, under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca Licensee pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees Each sublicense granted by Licensee shall ensure that all Persons to which they grant sublicenses comply be consistent with all terms and conditions of this Agreement. Without limiting No such agreement shall contain any provision which would cause it to extend beyond the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees term of this Agreement. Prior to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patentsexecution of any sublicense, Sole Program KnowLicensee shall provide lnserm Transfert notification of the identity and address of the proposed Sublicensee for prior written approval by lnserm Transfert, which shall be withheld only for ethical reasons or if said sub-How owned licenses undermine the image of Inserm or Inserm Transfert. Promptly following the execution of any sublicense, Licensee shall give Inserm Transfert a signed copy of the agreement and any amendments thereto. In any event, the sublicense agreement entered into by AstraZeneca, AstraZeneca’s interest in the Joint Technology Licensee and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party shall in particular contain the following provisions: • a prohibition on further sub-licensing without the prior written consent of Licensee and Inserm Transfert, which shall not be unreasonably withheld; • reporting obligations of the Sublicensee to Licensee and audit rights for Inserm Transfert that is granted a sublicense under are substantially as restrictive for the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach Sublicensee as the terms of this Agreement if such action or failure were committed by AstraZeneca.for Licensee; • indemnification and insurance obligations of the Sublicensee for the benefit of the Indemnitees (as defined hereinafter) at least as favorable for the Indemnitees as those set out in Articles 7.1 and 7.2; • obligations of confidentiality that are at least as restrictive as those set out in Article 9 hereof; and

Sublicenses. AstraZeneca Genocea shall have the right to grant sublicensessublicense the rights granted by Isconova to Genocea in Sections 3.1.1 through 3.1.3: provided that, through multiple tiers of sublicensesunless Genocea obtains Isconova’s prior written consent, under the licenses granted Genocea shall only be able to AstraZeneca under Section 2.1, sublicense such rights to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under the license granted to AstraZeneca pursuant to this Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products 3.1.5 shall not be a “Sublicensee” able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for purposes the 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 consent. Each sublicense granted by Genocea pursuant to this Agreement. AstraZeneca, its Affiliates Section 3.1.5 shall be subject and its Sublicensees shall ensure that all Persons subordinate to which they grant sublicenses comply with all the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Sublicensees under this Agreement. Without limiting If this Agreement terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the 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. effective date of such termination, automatically become a direct licensee of Isconova with respect to and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall confirm the foregoing in writing at the request and for the benefit of the Sublicensee, as further set forth in the Isconova Commercial Partner Agreement. Notwithstanding the foregoing, AstraZeneca under no circumstances shall obtain rights and licenses from its Affiliates and Sublicensees Isconova have obligations to any Sublicensee that are greater than those owed to Genocea hereunder as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to a result of the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecapreceding sentence.

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 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 License Agreement or (B) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the Original License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that License Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed Products shall 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 License Agreement not be a “Sublicensee” for purposes 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 the part of Bluebird that are not included within the scope of this License Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the Original License Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca10.4(b).

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 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 License Agreement or (B) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that License Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed Products shall 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 License Agreement not be a “Sublicensee” for purposes 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 the part of Bluebird that are not included within the scope of this License Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca10.4(b).

Sublicenses. AstraZeneca ESPERION shall have the right to grant sublicensessublicense ----------- rights granted in Section 2. 1, through multiple tiers subject to MX's right to review and comment on the proposed sublicense as provided below. ESPERION shall provide a brief summary of sublicensesthe nature of the proposed sublicense and the name of such proposed sublicensee, under except to the licenses granted to AstraZeneca under Section 2.1, to its Affiliates extent prohibited by the terms of any confidentiality agreement between ESPERION and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZenecaproposed sublicensee, and sufficient portions of the proposed sublicensing agreement to permit RNEX to evaluate whether the agreement contains covenants by the Sublicensee to observe and perform similar terms and conditions to those in the UBC License Agreement and in this Agreement. If INEX does not provide ESPERION with its comments within ten (IO) calendar days after such Person request is not a Distributorgiven by ESPERION, such Person INEX shall be deemed to have waived its right to review and comment. Within ten (IO) calendar days after execution of a “Sublicensee” for sublicensing agreement, ESPERION shall provide INEX with a copy thereof. Within thirty (30) calendar days after receiving such copy, INEX shall notify ESPERION, in express terms, of any deficiency or failure of the purposes sublicensing agreement to satisfy the terms and conditions of the UBC License Agreement and this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products . The consent of UBC shall not be a “Sublicensee” for purposes required. All sublicenses granted by ESPERION shall be personal to the sublicensee and shall not be assignable without the prior written consent of INEX, except as provided by this Section 2.4. Such sublicenses shall terminate upon the termination of ESPERION's rights granted herein unless events of default are cured by ESPERION or Sublicensee within sixty (60) days of notification by INEX of default and/or as provided by the terms of this Agreement. AstraZenecaEach sublicense shall contain covenants by the Sublicensee to observe and perform similar terms and conditions to those in the UBC License Agreement and in this Agreement. INEX agrees that if ESPERION has provided to INEX notice that ESPERION has granted a sublicense to a Sublicensee under this Agreement, its Affiliates and its Sublicensees then in the event INEX terminates this Agreement for any reason provided hereafter, INEX shall ensure that all Persons provide to which they grant sublicenses comply with all such Sublicensee written notice of such termination no less than sixty (60) days prior to the effective date of such termination. The Sublicensee may during such sixty (60) day period provide to INEX notice wherein the Sublicensee: (a) reaffirms the terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees Agreement as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees it relates to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in rights the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights Sublicensee has been granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 sublicense; (b) agrees to abide by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach all of the terms and conditions of this Agreement if applicable to Sublicensees and to discharge directly all pertinent obligations of ESPERION which ESPERION is obligated hereunder to discharge with respect to such action or failure were committed by AstraZenecasublicense; and (c) acknowledges that INEX shall have no obligations to the Sublicensee other than its obligations set forth in this Agreement with regard to ESPERION. INEX agrees that upon such Sublicensee's notice and provided such Sublicensee is not in material breach of its sublicense, INEX shall grant to such Sublicensee license rights and terms equivalent to the sublicense rights and terms which ESPERION shall have granted to such Sublicensee.

Sublicenses. AstraZeneca In each sublicense that XXX grants hereunder, XXX shall have require that, upon a termination of such sublicense, the right sublicensee must promptly transfer and assign to grant sublicensesXXX all Regulatory Materials, through multiple tiers of sublicenses, under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZenecaRegulatory Approvals, and related data and Information relating to the Licensed Products and Compounds that are owned or controlled by such Person is not a Distributorsublicensee (such that XXX will be able to, pursuant to Section 13.4(b), transfer and assign to Virobay all such Person shall be a “Sublicensee” for the purposes Regulatory Materials, Regulatory Approvals, and related data and Information upon termination of this Agreement). In addition, and any Person to which a Sublicensee grants a further sublicense XXX shall also be a Sublicensee; provided, however, ensure that any Person sublicense that (i) is granted a XXX grants hereunder explicitly states that such sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes will immediately terminate upon termination of this Agreement. AstraZeneca, its Affiliates and its Sublicensees Any sublicense that XXX grants hereunder shall ensure that all Persons to which they grant sublicenses comply be consistent with all the terms and conditions of this Agreement. Without limiting Agreement and shall provide that the foregoing, AstraZeneca sublicensee shall obtain rights be bound by and licenses from its Affiliates subject to all applicable terms and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights conditions of this Agreement in the same manner and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14XXX is bound thereby. AstraZeneca XXX shall remain liable primarily responsible 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. for all of its sublicensees’ activities and any action or failure and all failures by its sublicensees to act by any Sublicenseecomply with the applicable terms of this Agreement. XXX shall, or any other within [* * *] days after granting a Third Party that is granted a sublicense of the right to Commercialize the Licensed Products under Section 2.1(a) above, notify Virobay of the licenses granted in Section 2.1 by AstraZenecagrant of such license or sublicense, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecasummarizing the license scope and territory.

Sublicenses. AstraZeneca shall A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to 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 applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would 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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Bluebird Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that CCPS Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the Licensed Products shall not be a “Sublicensee” for purposes date of the termination of this CCPS Agreement solely with respect to 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 CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED on the part of Bluebird that are not included within the scope of this CCPS Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca17.4(b).

Sublicenses. AstraZeneca The licenses granted by Alexza to Cypress in Sections 2.1 and 2.2 may be sublicensed by Cypress to its Affiliates and to Third Parties, and may be further sublicensed by a Sublicensee [...***...]. Each agreement under which Cypress grants a sublicense under the licenses set forth in Sections 2.1 and 2.2 (each, a “Cypress Sublicense Agreement”) shall be consistent with, and subject to the applicable terms and conditions of, this Agreement. With respect to any vendors or subcontractors who receive a sublicense pursuant to this Section 2.4 (it being understood that a strategic partner, collaborator or commercial licensee shall not be considered a vendor or subcontractor), such Sublicensee shall be required to assign or exclusively license (with the right to grant a sublicense to Alexza) to Cypress all Patents and Know-How made by such Sublicensee related to the Device or Staccato Technology, to the extent useful for products other than the Product; provided that if such Sublicensee shall not agree to such obligation, Cypress shall notify Alexza and Alexza shall have the right to grant sublicensesnegotiate for such rights with respect to such other products other than Product as part of such Cypress negotiations for a period of 45 days; provided further, through multiple tiers that Cypress shall not otherwise be limited in entering into an agreement with such Sublicensee with respect to the Product. Promptly after the execution thereof, Cypress shall provide a copy of sublicenseseach Cypress Sublicense Agreement to Alexza, provided that Cypress may redact from such copy financial and other terms not relevant for purposes of confirming the Cypress Sublicense Agreement’s compliance with the terms of this Agreement. For clarity, a material breach of this Agreement by the acts or omissions of a Sublicensee under the licenses a Cypress Sublicense Agreement shall be deemed a material breach of this Agreement and shall require Cypress to cure such breach or terminate such Cypress Sublicense Agreement. The license granted by Cypress to AstraZeneca under Alexza in Section 2.1, 2.3(b) may be sublicensed by Alexza to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZenecaThird Parties, and such Person is not a Distributor, such Person shall may be a “Sublicensee” for the purposes of this Agreement, and any Person to which further sublicensed by a Sublicensee *** Confidential Treatment Requested [...***...]. Each agreement under which Alexza grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted set forth in Section 2.3(b) (each, an “Alexza Sublicense Agreement”) shall be consistent with, and subject to AstraZeneca the applicable terms and conditions of, this Agreement. With respect to any vendors or subcontractors who receive a sublicense pursuant to this Section 2.1 solely 2.4 (it being understood that a strategic partner, collaborator or commercial licensee shall not be considered a vendor or subcontractor), such Sublicensee shall be required to enable such Person to provide contract research assign or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and exclusively license (ii) does not have with the right to distribute, market or sell the Licensed Products shall not be grant a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that sublicense to Alexza) to Alexza all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled made by such Affiliates and Sublicensees Sublicensee related to the same Product, to the extent useful for Product; provided that if such Sublicensee shall not agree to such obligation, Alexza shall notify Cypress and Cypress shall have the right to negotiate for such rights with respect to the Product as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable part of such Alexza negotiations for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicenseesperiod of 45 days; provided further, that would constitute Alexza shall not otherwise be limited in entering into an agreement with such Sublicensee with respect to the Product. Promptly after the execution thereof, Alexza shall provide a copy of each Alexza Sublicense Agreement to Cypress, provided that Alexza may redact from such copy financial and other terms not relevant for purposes of confirming the Alexza Sublicense Agreement’s compliance with the terms of this Agreement. For clarity, a material breach of this Agreement if by the acts or omissions of a sublicensee under an Alexza Sublicense Agreement shall be deemed a material breach of this Agreement by Alexza and shall require Alexza to cure such action breach or failure were committed by AstraZenecaterminate such Alexza Sublicense Agreement.

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 for Commercialization Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. 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 License Agreement or (B) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that License Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed Products shall 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 License Agreement not be a “Sublicensee” for purposes 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 the part of Bluebird that are not included within the scope of this License Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca10.4(b).

Sublicenses. AstraZeneca Licensee has the right hereunder to grant sublicenses to third parties, provided that sublicensees shall not have the right to grant further sublicenses, through multiple tiers and the sublicenses may be of sublicenses, no greater scope or terms than the licenses under SECTIONS 2.1-2.3 above. Licensee shall furnish Licensor within thirty (30) days of the execution thereof a true and complete copy of each sublicense and any changes or additions thereto. Any sublicenses granted by Licensee shall survive termination of the licenses granted to AstraZeneca Licensee under Section SECTIONS 2.1-2.3 of this Agreement, provided that the following conditions are met as of the date of such termination: (a) the written agreement between Licensee and sublicensee pursuant to which the sublicense was granted (i) obligates the sublicensee to thereafter render to Licensor all sublicense royalties or other sublicense-related consideration that the sublicensee would have owed to Licensee under the sublicense, (ii) names Licensor as a third party beneficiary, (iii) affirms that Licensee shall remain responsible for all obligations to sublicensee, unless Licensor (at its Affiliates discretion) elects to assume such obligations; and to any other Person. Where AstraZeneca or its Affiliates grants such (iv) the sublicensee under the sublicense to a Person that agreement is not directly or indirectly an Affiliate of AstraZeneca, and such Person is not the Licensee at the time of the termination of this Agreement or for a Distributor, such Person shall be a “Sublicensee” for period of three (3) years after the purposes termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; providedif the sublicensee is or becomes an Affiliate of Licensee during such time, however, that any Person that (i) is granted a sublicense under then the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not Licensor will have the right in its sole discretion to distribute, market or sell terminate the Licensed Products shall not be sublicense agreement; and (b) Licensee informs the sublicensee in writing (with a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure copy to Licensor) that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx sublicensee's obligations pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest subsection (a) are in effect as a result of the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecatermination.

Sublicenses. AstraZeneca shall have The rights and licenses granted pursuant to Section 2.1 and Section 2.2 include the right to grant sublicenses, sublicenses (through multiple tiers of sublicenses, under the licenses granted tiers) to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense Third Parties pursuant to a Person that is not an Affiliate of AstraZenecaCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and such Person is not a DistributorMARKED BY [***], such Person shall be HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO MERSANA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED written sublicense agreement (each a “Sublicensee” for the purposes of this Sublicense Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee”); provided, however, that any Person that (ia) is granted a sublicense under the license granted MERSANA or its Affiliate may only enter into Sublicense Agreements with respect to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or SublicenseesDesignated Targets, and with respect to any specific Designated Target, only after the corresponding License Fee for such Designated Target has been paid to SNFX; (iib) does MERSANA shall provide SNFX with a copy of each such Sublicense Agreement granted under this Section 2.3, and any amendment thereto, within thirty (30) days following execution thereof, it being understood and agreed to by SNFX that commercially sensitive information may be redacted from such copies to the extent such information is not have necessary to verify compliance hereunder, and the right terms, conditions and existence of such Sublicense Agreement and amendments thereto shall be deemed the Confidential Information of MERSANA; (c) any such Sublicense Agreement and amendments thereto shall be consistent with and subject to distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this AgreementCLOA; (d) MERSANA shall remain fully responsible to SNFX for the performance of its Sublicensee(s) with respect to MERSANA’s obligations under the terms of this CLOA; and (e) MERSANA shall reserve the right under each Sublicense Agreement to conduct an audit of its Sublicensee in a comparable manner to Section 3.11. Without limiting MERSANA shall remain obligated to make all payments due to SNFX under the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees terms of this CLOA with respect to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or activities of its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca.

Sublicenses. AstraZeneca During the Sanofi Option Period, KaloBios shall not have the right to grant sublicenses under Sections 2.2(a)(i) without the prior written consent of Sanofi. Thereafter, KaloBios shall have the right to grant sublicensessublicenses to any Third Party (other than an [***]) for any territory other than the U.S. Territory, through multiple tiers of sublicensessubject to this Section 2.2(c). KaloBios shall, under the licenses granted to AstraZeneca within thirty (30) days after granting any sublicense under Section 2.12.2(a)(i) above, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants notify Sanofi of the grant of such sublicense to and provide Sanofi with an appropriately redacted copy of such sublicense agreement (each, a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person “KaloBios Sublicense Agreement”). Each KaloBios Sublicense Agreement shall be a “Sublicensee” for consistent with and subject to the purposes terms and conditions of this Agreement, Agreement and any Person to applicable Third Party Licenses. KaloBios shall, in each agreement under which a Sublicensee it grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to set forth in Section 2.1 solely to enable such Person 2.2(a)(i) (each, a “KaloBios Sublicense Agreement”), require the sublicensee (i) to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicenseesall Confidential Information to KaloBios so that KaloBios and Sanofi may comply with their obligations hereunder, and (ii) does not have to provide the right following to distributeKaloBios if such KaloBios Sublicense Agreement terminates: (A) the assignment and transfer of ownership and possession of all Regulatory Filings and Regulatory Approvals held or possessed by such sublicensee, market and (B) the assignment of, or sell a freely sublicenseable exclusive license to, all intellectual property Controlled by such sublicensee that covers or embodies a Licensed Product or its respective use, manufacture, sale, or importation and was created by or on behalf of such sublicensee during the Licensed Products exercise of its rights or fulfillment of its obligations pursuant to such KaloBios Sublicense Agreement. Upon any sublicense by KaloBios under this Section 2.2(c), the Parties shall not be a “Sublicensee” jointly agree as necessary to mutual and reasonable restrictions on the exchange of Confidential Information between Sanofi and such KaloBios sublicensee except as to the extent necessary for purposes of the Parties to reasonably comply with their obligations under this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca.[***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 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 License Agreement or (B) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this License Agreement (including the right to receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the 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 License 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 the part of Bluebird that are not included within the scope of this License Agreement, and . Celgene will include in any Person sublicense agreement executed after the License Agreement Effective Date that relates solely to the Licensed IP a provision in which a said Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that acknowledges its obligations to Bluebird under this Section 10.4(b). Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, not material and (ii) does not have the right to distribute, market or sell the Licensed Products shall not would be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement competitively harmful if such action or failure were committed by AstraZenecapublicly disclosed.

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 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 License Agreement or (B) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that License Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed Products shall 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 License Agreement not be a “Sublicensee” for purposes 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 the part of Bluebird that are not included within the scope of this License Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Section 10.4(b). License Agreement under AstraZeneca Sole Invention PatentsCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecaAS AMENDED.

Sublicenses. AstraZeneca CYBERKINETICS shall have the right to grant sublicenses, through multiple tiers sublicenses consistent with its diligence obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to entering into any sublicense agreement and will provide EMORY with copies of sublicenses, under all sublicense agreements within ninety (90) days of their execution date. CYBERKINETICS understands that flipping the licenses granted Licensed Technology in the form of a sublicense without adding value (i.e. without itself having first undertaken further development activity or requiring that its Sublicensee undertake further development activities) to AstraZeneca under Section 2.1, the Licensed Technology is prohibited and EMORY retains the right to its Affiliates and disapprove such sublicensing activities. CYBERKINETICS shall remain responsible to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” EMORY for the purposes payment of all fees and royalties due under this Agreement, and any Person whether or not such payments are made to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZenecaCYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall include in any sublicense granted pursuant to this Agreement a provision requiring the Sublicensee to (i) abide by the confidentiality obligations herein, (ii) indemnify EMORY and (iii) maintain liability insurance coverage to the same extent that CYBERKINETICS is so required pursuant to Article 10.3 of this Agreement. CYBERKINETICS shall not grant any rights to any Sublicensee, which are *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a Sublicensee, which would constitute be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed to be a breach by such action or failure were committed Sublicensee of its sublicense agreement. If this Agreement terminates for any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of EMORY with respect to the rights originally sublicensed to it by AstraZenecaCYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such Sublicensee agrees to comply with all of the terms of this Agreement and assumes the responsibilities of CYBERKINETICS hereunder to the extent applicable from the rights originally sublicensed to it by CYBERKINETICS.

Sublicenses. AstraZeneca shall have Licensee may convey some or all of the right to grant sublicenses, through multiple tiers of sublicenses, under the licenses rights granted to AstraZeneca under in Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants 2.1 provided that such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes conveyances are consistent with all terms of this Agreement, name CSURF as a third party beneficiary, and terminate upon termination of this Agreement, unless CSURF in its sole discretion elects to receive assignment of such sublicense(s) from Licensee or negotiates a direct license to such Sublicensee, with obligations no greater than those to Licensee hereunder. Any Affiliate of Licensee that desires to practice any Person of the rights licensed by CSURF hereunder shall enter into a sublicense agreement and is referred to which a Sublicensee grants a further sublicense shall also be in this Agreement as a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not . Licensee shall have the right to distribute, market or sell same responsibility for the Licensed Products activities of any Sublicensee as if the activities were directly those of Licensee. Sublicenses granted hereunder shall not be transferable, including by further sublicensing, without the prior written approval of CSURF. Licensee shall include written notice in each sublicense of all restrictions, including but not limited to those set forth in this Section, the reserved rights in Section 2.2, and audit rights in Section 5.3. Within seven (7) days of execution, Licensee shall promptly notify and provide a “Sublicensee” for purposes copy to CSURF of each agreement with a Sublicensee and each amendment thereof. CSURF’s knowledge of any Sublicense (including receipt of a summary or copy thereof) or communications regarding any Sublicense shall not constitute any approval by CSURF of the terms of such Sublicense or any waiver by CSURF of any terms of this Agreement or any rights or remedies available to CSURF under this Agreement, at law, in equity, or otherwise. In the event of any conflict or inconsistency between the terms of any Sublicense and the terms of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all the terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecashall prevail.

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 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 License Agreement or (B) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that License Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed Products shall 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 License Agreement not be a “Sublicensee” for purposes 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 the part of Bluebird that are not included within the scope of this License Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca10.4(b).

Sublicenses. AstraZeneca shall A termination of this CCPS Agreement will not automatically terminate any sublicense granted by Celgene pursuant to 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 applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would 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 of such Sublicensee’s activities under the Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the CCPS Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Bluebird Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that CCPS Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the Licensed Products shall not be a “Sublicensee” for purposes date of the termination of this CCPS Agreement solely with respect to 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 the part of Bluebird that are not included within the scope of this CCPS Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the CCPS Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Bluebird Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca17.4(b).

Sublicenses. AstraZeneca In the event BMS grants any permitted licenses or sublicenses to Third Parties to sell Products, MDX-1379 or Non-Antibody Competing Products that are subject to royalty payments under Section 6.6, 6.9 or 6.10, BMS shall have the right responsibility to grant sublicensesaccount for and report sales of any Product by a licensee or a sublicensee on the same basis as if such sales were Net Sales by BMS. BMS shall pay to Medarex (or cause the licensee or sublicensee to pay to Medarex, through multiple tiers with BMS remaining responsible for any failure of sublicenses, the licensee or sublicensee to pay amounts when due under this Agreement) (a) royalties on such sales as if such sales of the licenses granted to AstraZeneca under Section 2.1, to † [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 146 licensee or sublicensee were Net Sales of BMS or any of its Affiliates and (b) milestones payments pursuant to Section 6.3.1 and 6.3.2 based on the achievement by such licensee or sublicensee of any other Personmilestone event contemplated in such Sections as if such milestone event had been achieved by BMS or any of its Affiliates hereunder. Where AstraZeneca In the event BMS grants any permitted licenses or sublicenses to Third Parties to sell Products or MDX-1379 that are subject to sharing of Profit or Loss under Section 6.4, BMS and Medarex shall cooperate so that Medarex may enter into an agreement directly with such licensee or sublicensee with respect to those matters under this Agreement relating to the Co-Promotion of such Product or MDX-1379 by Medarex and such (sub)licensee and the determination, payment and sharing of Profit and Losses relating thereto, so that BMS will not have any continuing responsibility to account for and report sales or Profit/Loss of any such Product or MDX-1379 by a licensee or a sublicensee or have any continuing obligations with respect to the Co-Promotion of such Product or MDX-1379. Except for the foregoing, BMS shall have no obligation to Medarex or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZenecashare any fees, milestone payments, royalties financial consideration or other consideration received by BMS and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by any such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZenecasublicense.

Sublicenses. AstraZeneca shall A termination of this License Agreement will not automatically terminate any sublicense granted by Celgene pursuant to Section 3.3 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 License Agreement or (B) in material breach of the applicable sublicense agreement or otherwise in breach of such sublicense agreement in a manner that would give rise to a right of termination on the part of Celgene, (ii) if Bluebird terminates this License Agreement pursuant to Section 10.2(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 of such Sublicensee’s activities under the sublicense, (iii) Bluebird will have the right to grant sublicenses, through multiple tiers step into the role of sublicenses, Celgene as sublicensor under the licenses granted to AstraZeneca under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense executed after the License Agreement Effective Date, with all the rights that Celgene had under such sublicense, solely with respect to a Person that is not an Affiliate of AstraZenecathe Licensed IP, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes prior to termination of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that License Agreement (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have including the right to distribute, market or sell receive any payments to Celgene by such Sublicensee that accrue from and after the date of the termination of this License Agreement solely with respect to the Licensed Products shall 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 License Agreement not be a “Sublicensee” for purposes 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 the part of Bluebird that are not included within the scope of this License Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure Celgene will include in any sublicense agreement executed after the License Agreement Effective Date that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees relates solely to the same extent as AstraZeneca grants Licensed IP a provision in which said Sublicensee acknowledges its obligations to Ardelyx pursuant to Bluebird under this Agreement under AstraZeneca Sole Invention PatentsSection 10.4(b). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14AS AMENDED. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if such action or failure were committed by AstraZeneca.License Agreement

Sublicenses. AstraZeneca (a) Licensee shall have the right to grant sublicenses, through multiple tiers sublicense to any person any of sublicenses, under the licenses rights granted by Licensor to AstraZeneca Licensee under Section 2.1, to its Affiliates and to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” for the purposes of this Agreement, and any Person to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person except as is otherwise provided in Section 7.10 that (i) is granted a sublicense under Licensee shall deliver to Licensor the license granted name, address and such other information within its control reasonably requested by Licensor regarding each proposed sublicensee, including, but not limited to, information concerning its financial condition and production and marketing capabilities, together with the proposed terms of the final agreements relating to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and the sublicense; (ii) does not Licensor shall have the right to distribute, market or sell the Licensed Products approve such sublicense (excluding a sublicense granted to a counterparty in a Corporate Partnering Arrangement) which approval shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees unreasonably withheld; (iii) the agreements relating to such sublicense shall ensure that all Persons require the sublicensee to which they grant sublicenses comply with all the terms and conditions of this Agreement. Without limiting Agreement applicable to Licensee, except for Sections 3.1, 7.1(b) and 7.2(b); (iv) Licensee shall remain responsible for the foregoing, AstraZeneca performance of its sublicensee(s) under this Agreement and shall obtain rights and licenses from its Affiliates and Sublicensees as necessary pay to enable AstraZeneca Licensor any amounts or perform or cause to grant be performed any actions required to Ardelyx rights and licenses be paid or performed under Patents and Know-How Controlled such agreements by such Affiliates and Sublicensees to sublicensee if the same extent are not paid or performed promptly when due hereunder; and (v) Licensee's right to sublicense hereunder shall be exclusive to it for the duration of Licensee's exclusive license except as AstraZeneca grants to Ardelyx otherwise provided herein. Upon termination of this Agreement for any reason, any and all sublicenses that are granted by Licensee pursuant to this Section 2.3 will remain in effect in accordance with their respective terms and shall be assigned to Licensor, except that Licensor shall not be bound by any duties or obligations set forth in such sublicenses that extend beyond the duties and obligations of Licensor provided for in this Agreement. Licensee may not sublicense any rights hereunder to CTI or any of its Affiliated Companies except in connection with, or after, a conversion of Licensor's membership interest under Article XII of the Operating Agreement, or after withdrawal of Licensor as a Member under the Operating Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx (other than a withdrawal pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure Section 12.5 of the Operating Agreement (unless all Members, after giving effect to act by any Sublicenseesuch withdrawal, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZeneca, its Affiliates or its Sublicensees, that would constitute a breach of this Agreement if consent to such action or failure were committed by AstraZenecaassignment)).

Sublicenses. AstraZeneca CYBERKINETICS shall have the right to grant sublicenses, through multiple tiers sublicenses consistent with its diligence obligations under Article 6 hereof. CYBERKINETICS shall notify EMORY at least twenty (20) days prior to entering into any sublicense agreement and will provide EMORY with copies of sublicenses, under all sublicense agreements within ninety (90) days of their execution date. CYBERKINETICS understands that flipping the licenses granted Licensed Technology in the form of a sublicense without adding value (i.e. without itself having first undertaken further development activity or requiring that its Sublicensee undertake further development activities) to AstraZeneca under Section 2.1, the Licensed Technology is prohibited and EMORY retains the right to its Affiliates and disapprove such sublicensing activities. CYBERKINETICS shall remain responsible to any other Person. Where AstraZeneca or its Affiliates grants such sublicense to a Person that is not an Affiliate of AstraZeneca, and such Person is not a Distributor, such Person shall be a “Sublicensee” EMORY for the purposes payment of all fees and royalties due under this Agreement, and any Person whether or not such payments are made to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that any Person that (i) is granted a sublicense under the license granted to AstraZeneca pursuant to Section 2.1 solely to enable such Person to provide contract research or development services or contract manufacturing services for AstraZeneca, its Affiliates or Sublicensees, and (ii) does not have the right to distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. AstraZeneca, its Affiliates and its Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms and conditions of this Agreement. Without limiting the foregoing, AstraZeneca shall obtain rights and licenses from its Affiliates and Sublicensees as necessary to enable AstraZeneca to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as AstraZeneca grants to Ardelyx pursuant to this Agreement under AstraZeneca Sole Invention Patents, Sole Program Know-How owned by AstraZeneca, AstraZeneca’s interest in the Joint Technology and AstraZeneca Background Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Sections 2.7 and 2.8 and Article 14. AstraZeneca shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.1 by AstraZenecaCYBERKINETICS, its Affiliates or its Sublicensees. CYBERKINETICS shall include in any sublicense granted pursuant to this Agreement a provision requiring the Sublicensee to (i) abide by the confidentiality obligations herein, (ii) indemnify EMORY and (iii) maintain liability insurance coverage to the same extent that CYBERKINETICS is so required pursuant to Article 10.3 of this Agreement. CYBERKINETICS shall not grant any rights to any Sublicensee, which are *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission inconsistent with the rights granted to and obligations of CYBERKINETICS hereunder. Any act or omission of a Sublicensee, which would constitute be a breach of this Agreement if performed by CYBERKINETICS, shall be deemed to be a breach by such action or failure were committed Sublicensee of its sublicense agreement. If this Agreement terminates for any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of EMORY with respect to the rights originally sublicensed to it by AstraZenecaCYBERKINETICS, provided such Sublicensee did not cause the termination of this Agreement and such Sublicensee agrees to comply with all of the terms of this Agreement and assumes the responsibilities of CYBERKINETICS hereunder to the extent applicable from the rights originally sublicensed to it by CYBERKINETICS.