Common use of Sublicenses Clause in Contracts

Sublicenses. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreement, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreement.

Sublicenses. Sublicensee has Section 4.1 LICENSOR hereby grants to LICENSEE the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent of LICENSEE’S rights under the grant written sublicenses provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in whole or good standing with all the terms and conditions of the sublicense and LICENSEE is not in part current breach of the sublicense; (d) all of the rights and through one or more tiers of sublicensees) benefits due LICENSEE under the sublicense granted pursuant are directed to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses LICENSOR; (in whole e) LICENSOR shall not be liable, financially or in part and through one otherwise, for any existing or more tiers potential breach or liability of sublicensees) LICENSEE under the license granted pursuant sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to Section 2.2 solely SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the extent such sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreementsurvive, the Main License Agreement SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the Merger Agreement, which sublicenses shall include survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a provision binding sublicensees to all terms hereof intended direct contract relationship for the protection or benefit sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of Sublicensor, SLX or its Affiliate and Company Securityholderstermination for a license. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS EXHIBIT HAVE BEEN OMITTED HEREIN AND REPLACED WITH PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERISK ASTERIK MARKING (***, ) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreement.COMMISSION

Sublicenses. Company may, with the prior written approval of CHMC on a case by case basis, enter into written agreements with Sublicensees granting them sublicenses of Company’s rights hereunder to develop, make, lease, sell, license or otherwise distribute Products and practice the Processes consistent with the terms of this Agreement. Each sublicense will be embodied in a written document which (a) contains provisions at least as favorable to CHMC for the protection of its rights and limitation of its liability exposure as the terms of this Agreement, and development and commercialization obligations commensurate in scope as those set forth for Company in this Agreement; (b) contains all rights and obligations due to CHMC contained in this Agreement; (c) names CHMC as a third party beneficiary who may directly enforce the sublicense agreement as if it were a party thereto; and (d) does not permit the Sublicensee has to grant further sublicenses. Company will provide CHMC unredacted copies of any executed sublicense agreements and amendments thereto within fifteen (15) days after their execution and an updated list of all Sublicensees from time to time upon CHMC’s request. Company will promptly collect all royalties and other amounts due from such Sublicensees and will take appropriate enforcement action against such Sublicensees for any failure to pay or properly calculate payments. Company will not receive or agree to receive anything of value in lieu of monetary consideration from Sublicensees or amend such sublicense agreements without CHMC’s prior written consent. All of the terms of this Agreement will apply to each such Sublicensee to the same extent as they apply to Company. Company hereby guarantees the compliance with and performance by each of its Sublicensees of all applicable provisions of this Agreement , and any breach of this Agreement by a Sublicensee will be deemed a breach by Company. No sublicenses will relieve Company of its obligations under Article 4. Any purported sublicenses in violation of this Paragraph will be void. Affiliates will not have a right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreement, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreementsublicenses.

Sublicenses. Sublicensee has (a) Licensee shall have the right to grant written sublicenses (in whole or in part of any of the rights, privileges and through one or more tiers of sublicensees) under the sublicense licenses granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be hereunder consistent in all respects with this Agreement, . Licensee agrees that any sublicenses granted by it shall be subject to the Main License Agreement terms and the Merger conditions of this Agreement, which shall be binding upon the Sublicensee. Licensee is responsible for timely enforcement of sublicense agreements. Failure to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. enforce such sublicenses will be considered a material breach. Sublicensees shall include a not further grant sublicenses without Salk’s prior written approval, such approval not to be unreasonably denied. No sublicense agreement shall contain any provision binding sublicensees that would cause it to all terms hereof intended for extend beyond the protection or benefit term of Sublicensor, SLX or its Affiliate and Company Securityholdersthis Agreement. Sublicensee Licensee further agrees to deliver to Sublicensor and SLX or its Affiliate Salk for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee Licensee, and any modification or termination thereof thereof, within thirty (30) days after execution, modification each modification, or termination; provided, however, that Sublicensee may redact from . Failure to provide such copy economic terms that are confidential and are not related to compliance with will be considered a material breach of this Agreement. Upon termination of this Agreement for any reason, all sublicenses shall survive to the Main License Agreement extent provided in the sublicense provided (i) the sublicense contains milestone payments and royalties greater than or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary equal to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under those included in this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to ; (ii) the Stockholder Representative pursuant to sublicensee is current on its obligations under the Merger Agreement assumed by Sublicensee sublicense agreement and (iii) the sublicensee agrees to pay Salk Sublicensing Revenue due under Section 3.5, and a prorata share (based on the number of sublicensees) of the future annual maintenance fees due under Section 3.2 and Patent Costs due under Section 7.2b. Licensee agrees to assign all such sublicenses to Salk. All sublicenses not meeting the above criteria shall survive for a period of ninety (90) days after termination with Salk standing in the place of License. During this Agreementninety (90) day period, Salk agrees to negotiate in good faith and execute an updated agreement with the affected sublicensees. If no new license is completed within the ninety (90) day period, the sublicense will terminate. All payments then or thereafter due to Licensee from each surviving sublicense shall become owed directly to Salk.

Sublicenses. Sublicensee has During the Sanofi Option Period, KaloBios shall not have the right to grant sublicenses under Sections 2.2(a)(i) without the prior written sublicenses (in whole or in part and through one or more tiers consent of sublicensees) under the sublicense granted pursuant to Section 2.1 hereofSanofi. Sublicensee has Thereafter, KaloBios shall have the right to grant written sublicenses to any Third Party (in whole or in part and through one or more tiers of sublicenseesother than an [***]) under for any territory other than the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant U.S. Territory, subject to this Section 2.3 shall be consistent in all respects with this Agreement2.2(c). KaloBios shall, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after executiongranting any sublicense under Section 2.2(a)(i) above, modification or termination; providednotify Sanofi of the grant of such sublicense and provide Sanofi with an appropriately redacted copy of such sublicense agreement (each, howevera “KaloBios Sublicense Agreement”). Each KaloBios Sublicense Agreement shall be consistent with and subject to the terms and conditions of this Agreement and any applicable Third Party Licenses. KaloBios shall, that Sublicensee may redact from such copy economic terms that are confidential and are not related in each agreement under which it grants a sublicense under the license set forth in Section 2.2(a)(i) (each, a “KaloBios Sublicense Agreement”), require the sublicensee (i) to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with provide all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary Confidential Information to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if [***] CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN DOCUMENT REDACTED AND REPLACED WITH AN ASTERISK ***, HAS BEEN SEPARATELY FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicableCOMMISSION. KaloBios so that KaloBios and Sanofi may comply with their obligations hereunder, and (ii) to provide the following to KaloBios 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, and (B) the assignment of, or 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 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 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 Stockholder Representative pursuant extent necessary for the Parties to reasonably comply with their obligations under the Merger Agreement assumed by Sublicensee under this Agreement.

Sublicenses. Sublicensee has COMPANY shall have the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) its rights under the sublicense granted pursuant to Section 2.1 hereofonly during the EXCLUSIVE PERIOD. Sublicensee has Such sublicenses may extend past the right expiration date of the EXCLUSIVE PERIOD, but any exclusivity of such sublicense shall expire upon the expiration of the EXCLUSIVE PERIOD. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to grant written sublicenses (in whole enable COMPANY to comply with this Agreement. COMPANY shall promptly furnish M.I.T. with a fully signed photocopy of any sublicense agreement, which shall be deemed to be confidential information of the COMPANY. Should COMPANY’s license be terminated for any reason, made non-exclusive or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely otherwise modified to the extent that COMPANY is no longer permitted to grant rights to sublicensees set out in COMPANY’s sublicense agreements, and should sublicensees not be in material default of COMPANY’s sublicensee agreements at the time of such sublicense is granted concurrently termination, change to non-exclusivity Portions of this Exhibit were omitted and in connection have been filed separately with a grant the Secretary of a sublicense under Section 2.1 the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. or modification; then M.I.T. agrees, upon receipt of written notice from sublicensees, to grant licenses to sublicensees on the same sublicensee. Each terms and conditions as are set out in their Biotrove sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreementagreement, the Main License Agreement or on such other terms and the Merger Agreement, which sublicenses shall include a provision binding conditions as are agreed upon by M.I.T. and sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or terminationfollowing good faith negotiations; provided, however, that Sublicensee may redact from such copy economic terms that the sublicense agreements comply, or are confidential and are not related amended in a manner requested by sublicenses to bring the sublicense agreements into compliance with the terms of this AgreementAgreement for any sublicenses granted thereunder; and provided further, upon entering into new sublicenses with sublicensees, that M.I.T. will not be responsible in any way whatsoever for any of the Main License Agreement representations, warranties or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate of COMPANY under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this AgreementBiotrove sublicense agreements.

Sublicenses. Sublicensee has Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any of its Affiliates without the right to grant written sublicenses (further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in whole or in part and through one or more tiers of sublicensees) under the sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall 7.3 (Sublicenses). Licensee may enter into Sublicense Agreements only with POZEN’s prior consent. In order for rights under Licensed Technology to be validly granted to a Sublicensee, the Sublicense Agreement with such Sublicensee must be consistent in all respects with the following terms and conditions of this Agreement, and will include provisions for the Main License benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.2 (Payments and Sales Reporting), and 8.3 (Records; Audit). Except as set forth in that certain side letter agreement between POZEN and AstraZeneca AB dated September 16, 2013, (a) Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and (ii) ensure that any Sublicensee will comply with the applicable terms and conditions of this Agreement and (b) Licensee hereby guarantees the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit performance of Sublicensor, SLX or its Affiliate Affiliates and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms Sublicensees that are confidential sublicensed as permitted herein, and are the grant of any such sublicense will not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting relieve Licensee of its obligations to Sublicensee and SLX or its Affiliate under this Agreement, orexcept to the extent they are satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the foregoing, if Licensee will have the right to sell POZEN Products through any distributors or sub-distributors of its choice, without the need to obtain prior consent from POZEN, in carrying out its Commercialization activities under this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreement.COMMISSION

Sublicenses. Sublicensee has Shionogi shall have the right to grant written sublicenses (in whole or in part to its Affiliates and through one or more tiers of sublicensees) under the sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) Third Parties under the license rights granted pursuant to Section 2.2 solely in Sections 2.1 and 2.2, subject to the extent such sublicense is other terms of this Article 2. Only as expressly permitted under this Article 2, Shionogi may grant sublicenses to Third Parties under the license rights granted concurrently in Section 2.1 and in connection with a 2.2, which shall allow the grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreement, the Main License Agreement and the Merger Agreement, which further sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or terminationsuch Third Parties; provided, however, that Sublicensee may redact from any such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTREQUEST. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN REDACTED MATERIAL IS MARKED WITH [*] AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, COMMISSION. sublicense of rights to a Third Party shall be subject to the Stockholder Representative pursuant to prior written consent of Amylin, which shall not be unreasonably withheld or delayed. Notwithstanding the sublicensing of all or part of Shionogi’s rights and obligations under hereunder, Shionogi shall remain responsible for the Merger Agreement assumed by Sublicensee full and complete performance of all of Shionogi’s obligations and duties under this Agreement. Shionogi shall promptly notify Amylin of the granting of any sublicense hereunder and provide to Amylin a copy of the fully-executed agreement under which Shionogi granted such sublicense. Any such sublicense shall require the Sublicensee to comply with the obligations of Shionogi as contained herein. Any such sublicense shall provide for the termination of the sublicense upon termination of this Agreement. Shionogi shall include in each and every sublicense agreement express language that all the terms of any such sublicense are subject to the terms, conditions and obligations of this Agreement.

Sublicenses. Sublicensee has BeiGene shall have the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the sublicense rights granted pursuant to under Section 2.1 hereof. Sublicensee has the right through multiple tiers to grant written sublicenses (in whole or in part a) any Affiliates, (b) any Third Party engaged by it to conduct Development and/or Manufacturing activities, including contract research organizations, academic institutions, and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely regulatory affairs consultants, subject to the extent execution by each such sublicense Third Party of an agreement containing provisions with respect to confidentiality and assignment of Know-How that are consistent with, and comparable in scope to, Articles 10 and 11, and (c) any Third Party with respect to the Development, manufacture and/or Commercialization of any Licensed Products in the Field and in the Licensed Territory; 12 *** Confidential Treatment Requested Execution provided, that BeiGene will include in each Sublicense Agreement the acknowledgement that such agreement is granted concurrently subject to the terms of this Agreement, and an obligation of each Sublicensee to comply with the relevant terms of this Agreement. For purposes of clarity, BeiGene shall have the right, in connection with a the grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted any Third Party pursuant to this Section 2.3 2.2, to transfer to such Third Party such quantities of the Compound as are necessary for such Third Party to conduct Development, Manufacturing and/or Commercialization activities in accordance with the sublicense grants. Any and all such Sublicense Agreements shall be in writing and shall be subject to, and consistent in all respects with this Agreementwith, the Main License terms and conditions of this Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees that permits BeiGene to all terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholdersthis Agreement. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) BeiGene shall provide Mirati with a true and correct copy of each such sublicense granted by BeiGene to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are technical information to the extent not related necessary for Mirati to confirm BeiGene’s compliance with the terms of this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ) within […***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreement…] days of executing such sublicense agreement.

Sublicenses. Sublicensee Licensee may not sublicense its rights under this Agreement without Avanir’s prior written consent, which Avanir may grant or withhold in its sole discretion. For the sake of clarity, sublicenses do not include manufacturing of finished Product by a third party or subcontracts for commercializing the Product by Licensee. Upon the prior written consent of *** Certain confidential portions of this Exhibit were omitted by means of blackout of the text (the “Mxxx”). This Exhibit has been filed separately with the Secretary of the Commission without the Mxxx pursuant to the Company’s Application Requesting Confidential Treatment under Rule 24b-2 under the 1934 Act. CONFIDENTIAL Avanir, Licensee will only have the right to grant written sublicenses within the Territory and Field under Section 2.1 under the terms and conditions of this Agreement and only for the expressly limited purpose of co-promotion and co-marketing Products where and when (i) Licensee is and remains the single registration holder for the Product; (ii) Licensee is and remains the single person responsible for the manufacture of Product and (iii) only the Trademark is used in connection with the Product. In all cases (a) such sublicensees will be at least the equivalent of Licensee with respect to fitness to perform in accordance with the terms of this Agreement, (b) the prospective sublicensees may not distribute in the Territory a Competing Product; (c) such sublicensees will have entered into a Sublicense Agreement; and (d) Licensee agrees in writing with Avanir to remain obligated in all respects to comply with the provisions of this Agreement and to indemnify Avanir for any costs, expenses or damages that may result from sublicensee’s breach of any provision of the Sublicense Agreement. Upon request of Avanir, Licensee will make reasonable inquiries of any proposed sublicensee to determine whether such proposed sublicensee is developing, making, marketing or selling Competing Products. Except as specifically provided above, Licensee will have no rights to sublicense all or any part of the license granted to Licensee pursuant to this Agreement. Any transfer or extension of rights under the license granted under this Agreement, in whole or in part part, by Licensee to any Third Party will be deemed and through one or more tiers of sublicensees) under the considered to be a sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely subject to the extent such sublicense is granted concurrently and requirements of this Section, even if not so designated or described in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreementrelevant legal agreements, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection instruments or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreementdocuments.

Sublicenses. Sublicensee has Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any of its Affiliates without the right to grant written sublicenses (further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in whole or in part and through one or more tiers of sublicensees) under the sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall 7.3 (Sublicenses). Licensee may enter into Sublicense Agreements only with POZEN’s prior consent. In order for rights under Licensed Technology to be validly granted to a Sublicensee, the Sublicense Agreement with such Sublicensee must be consistent in all respects with the following terms and conditions of this Agreement, and will include provisions for the Main License Agreement benefit of POZEN corresponding to Section 11 (Confidentiality), 14 (Limitation of Liability), 8.5 (Payments and Sales Reporting), and 8.6 (Records; Audit). Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and (ii) ensure that any Sublicensee will comply with the applicable terms and conditions of this Agreement. Licensee hereby guarantees the performance of its Affiliates and Sublicensees that are sublicensed as permitted herein, and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit grant of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation any such sublicense will not relieve Licensee of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, orexcept to the extent they are satisfactorily performed by such Affiliate or Sublicensee. Notwithstanding the foregoing, if Licensee will have the right to sell POZEN Products through any distributors or sub-distributors of its choice, without the need to obtain prior consent from POZEN, in carrying out its Commercialization activities under this Agreement. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreement.COMMISSION

Sublicenses. Sublicensee has IGEN shall have the right to grant written sublicenses to (i) any Affiliate of IGEN and (ii) other entities not being IGEN Affiliates (such other entities being the "Sublicensees") on condition that the sublicense is in whole writing and binds the IGEN Affiliate or Sublicensee to the conditions applicable to IGEN under this Agreement and to the conditions applicable for IGEN Affiliates and Sublicensees stated in part this Agreement. IGEN's Affiliates and through one Sublicensees shall have no right to sublicense to any third party. IGEN shall cause each Affiliate or more tiers Sublicensee to assign to IGEN any and all intellectual property rights to Roche Licensed Patent Rights, Roche Licensed Technology or Hitachi Intellectual Property Rights which such Affiliate or Sublicensee may develop or create. IGEN shall indemnify ROCHE and its Affiliates (and their respective officers, directors, shareholders, representatives, employees, consultants and agents and each of sublicenseesthe heirs, executors, successors and assigns of the foregoing) against any loss, cost, damage or liability (including reasonable attorneys' fees) arising from IGEN's failure to perform its obligations under the sublicense granted pursuant to Section 2.1 hereofpreceding sentence. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection IGEN shall provide ROCHE with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreement, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee IGEN hereunder with respect to Hitachi Intellectual Property Rights or any sublicensee and any modification or termination thereof PCR Technology within thirty ten (3010) days after executionfollowing execution of such sublicenses. ROCHE may deliver copies of such sublicenses with respect to Hitachi Intellectual Property Rights or PCR Technology to ROCHE Licensors. IGEN shall ensure and be liable for full compliance therewith for its permitted sublicensees. On a semi-annual basis, modification or termination; providedIGEN shall provide to each of its Affiliates and Sublicensees, howeverwith a contemporaneous copy to ROCHE, that Sublicensee may redact from such copy economic terms that are confidential a written description of IGEN's obligations under this Agreement and are not related the steps to be taken by IGEN and its Affiliates and Sublicensees to ensure compliance with this Agreementthose obligations. Contemporaneously with the delivery of such description, the Main License Agreement IGEN shall notify ROCHE in writing of all sublicenses with Affiliates or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this AgreementSublicensees.

Sublicenses. Sublicensee Subject to the terms and conditions of this Agreement and Licensee’s and Third Party’s compliance therewith, Licensee has the right to grant written sublicenses Sublicenses (in whole or in part and through one or more tiers of sublicenseesSublicensees) under the sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreement, the Main License Agreement and the Merger Agreementwhich Sublicenses shall include, which sublicenses shall include without limitation, a provision binding sublicensees Sublicensees to all terms hereof intended for the protection or benefit of SublicensorDeverra and/or FHCRC. If an Affiliate desires to practice any of the rights licensed hereunder or if Licensee permits the making, SLX offering for sale, using, selling or its Affiliate and Company Securityholdersimporting of Licensed Product by any Third Party, including an Affiliate, then Licensee shall execute a Sublicense agreement with such Third Party. Sublicensee Licensee agrees to deliver to Sublicensor and SLX or its Affiliate Deverra for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted Sublicense agreement by Sublicensee Licensee or any sublicensee Sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee Licensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee Licensee provides Sublicensor and SLX or its Affiliate Deverra with all terms Sublicensor or SLX or its Affiliate Deverra would reasonably deem necessary to insure that Sublicensee Licensee is meeting its obligations (including without limitation payment obligations) to Sublicensee and SLX or its Affiliate Deverra under this Agreement and to insure that Deverra can meet its obligations to FHCRC under the FHCRC License Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. In addition, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, Licensee will remain liable to Deverra for all payments due hereunder with respect to the Stockholder Representative pursuant to obligations activities of its Sublicensees (including Affiliates). If a Sublicensee breaches the terms of this AGREEMENT, Licensee shall promptly have such breach cured or terminate the Sublicensee’s rights hereunder and under the Merger Agreement assumed by sublicense (but in no event later than thirty (30) days), and such Sublicensee under this Agreementshall not be granted another Sublicense hereunder without Xxxxxxx’s prior written consent. In each Sublicense agreement, Licensee shall name Xxxxxxx as an intended third-party beneficiary.

Sublicenses. Sublicensee has FOSUN shall have the right to grant written sublicenses (in whole or in part and sublicenses, through one or more multiple tiers of sublicensees) sublicenses, under the sublicense licenses granted pursuant to FOSUN under Section 2.1 hereof2.01, to its Affiliates without the prior written consent of Ardelyx, and to any other Person with the prior written consent of Ardelyx, such consent not to be unreasonably withheld. Sublicensee has the right to grant written sublicenses (in whole Where FOSUN or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent its Affiliates grants such sublicense to a Person that is granted concurrently not an Affiliate of FOSUN, and in connection with such Person is not a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 Distributor, such Person shall be consistent in all respects with a “Sublicensee” for the purposes of this Agreement, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or terminationPerson to which a Sublicensee grants a further sublicense shall also be a Sublicensee; provided, however, that Sublicensee may redact from any Person that (a) is granted a sublicense under the license granted to FOSUN pursuant to Section 2.01 solely to enable such copy economic terms that are confidential Person to provide development services or contract manufacturing services for FOSUN, its Affiliates or Sublicensees, and are (b) does not related have the right to compliance with distribute, market or sell the Licensed Products shall not be a “Sublicensee” for purposes of this Agreement. FOSUN, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor its Affiliates and SLX or its Affiliate Sublicensees shall ensure that all Persons to which they grant sublicenses comply with all terms Sublicensor and conditions of this Agreement. FOSUN shall remain liable for any action or SLX failure to act by any Sublicensee, or any other Party that is granted a sublicense under the licenses granted in Section 2.01 by FOSUN, its Affiliates or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under Sublicensees, Confidential Portions of this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK Exhibit marked as [***] have been omitted if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement if such action or failure were committed by FOSUN. Without limiting the foregoing, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, FOSUN shall obtain rights and licenses from its Affiliates (but only to the Stockholder Representative extent that such Affiliates are FOSUN’s Sublicensees hereunder) and Sublicensees as necessary to enable FOSUN to grant to Ardelyx rights and licenses under Patents and Know-How Controlled by such Affiliates and Sublicensees to the same extent as FOSUN grants to Ardelyx pursuant to obligations this Agreement under FOSUN Sole Invention Patents, Sole Program Know-How owned by FOSUN, FOSUN’s interest in the Joint Technology and FOSUN [***] Technology, including without limitation the licenses and rights granted to Ardelyx pursuant to Section 2.05 and Article XI. FOSUN shall remain liable for any action or failure to act by any Sublicensee, or any other Party that is granted a sublicense under the Merger licenses granted in Section 2.01 by FOSUN, its Affiliates or its Sublicensees, if such action or failure to act by the Sublicensee would have constituted a breach of this Agreement assumed if such action or failure were committed by Sublicensee under FOSUN. For clarity, Ardelyx currently expects to enter into additional license agreements for the further development and commercialization of tenapanor outside of the Territory, and the provisions of this AgreementAgreement relating to certain Intellectual Property Controlled by FOSUN, its Sublicensees or Affiliates, or by Ardelyx, its licensees or Affiliates are intended to [***] to Intellectual Property that [***] with respect to Intellectual Property that [***].

Sublicenses. Sublicensee has BeiGene shall have the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the sublicense rights granted pursuant to under Section 2.1 hereof. Sublicensee has the right through multiple tiers to grant written sublicenses (in whole or in part a) any Affiliates, (b) any Third Party engaged by it to conduct Development and/or Manufacturing activities, including contract research organizations, academic institutions, and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely regulatory affairs consultants, subject to the extent execution by each such sublicense Third Party of an agreement containing provisions with respect to confidentiality and assignment of Know-How that are consistent with, and comparable in scope to, Articles 10 and 11, and (c) any Third Party with respect to the Development, manufacture and/or Commercialization of any Licensed Products in the Field and in the Licensed Territory; 13 *** Confidential Treatment Requested Execution provided, that BeiGene will include in each Sublicense Agreement the acknowledgement that such agreement is granted concurrently subject to the terms of this Agreement, and an obligation of each Sublicensee to comply with the relevant terms of this Agreement. For purposes of clarity, BeiGene shall have the right, in connection with a the grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted any Third Party pursuant to this Section 2.3 2.2, to transfer to such Third Party such quantities of the Compound as are necessary for such Third Party to conduct Development, Manufacturing and/or Commercialization activities in accordance with the sublicense grants. Any and all such Sublicense Agreements shall be in writing and shall be subject to, and consistent in all respects with this Agreementwith, the Main License terms and conditions of this Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees that permits BeiGene to all terminate the Sublicense Agreement if such Sublicensee (or an Affiliate of such Sublicensee) undertakes a Patent Challenge with respect to any Licensed Patents under which the Sublicensee is sublicensed or breaches the relevant terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholdersthis Agreement. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) BeiGene shall provide Mirati with a true and correct copy of each such sublicense granted by BeiGene to an Affiliate or Sublicensee (redacted with respect to financial terms and sensitive commercial or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are technical information to the extent not related necessary for Mirati to confirm BeiGene’s compliance with the terms of this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ) within […***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreement…] days of executing such sublicense agreement.

Sublicenses. Sublicensee has Section 4.1 LICENSOR hereby grants to LICENSEE the right to enter into sublicensing agreements with third parties (hereinafter referred to as “SUBLICENSEES”) to the extent of LICENSEE’S rights under the grant written sublicenses provided in Section 2.1 and provided that LICENSEE has current exclusive license rights, pursuant to Section 3.2, to the PATENT RIGHTS to which the sublicense applies, with respect to the portion of the Field of Use and TERRITORY to which the sublicense relates. Upon any termination of this AGREEMENT, each SUBLICENSEE’s sublicensed rights with respect to PATENT RIGHTS shall also terminate, unless: (a) the sublicense is subject to all of the terms and conditions of this AGREEMENT and incorporates all of the terms and conditions hereof which are protective of and beneficial to LICENSOR, which incorporation can be made by reference, (b) LICENSOR has received a copy of the sublicense and related information as provided under Section 4.4 below; (c) SUBLICENSEE is in whole or good standing with all the terms and conditions of the sublicense and LICENSEE is not in part current breach of the sublicense; (d) all of the rights and through one or more tiers of sublicensees) benefits due LICENSEE under the sublicense granted pursuant are directed to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses LICENSOR; (in whole e) LICENSOR shall not be liable, financially or in part and through one otherwise, for any existing or more tiers potential breach or liability of sublicensees) LICENSEE under the license granted pursuant sublicense; (f) LICENSOR shall assume no obligations or liabilities of LICENSEE to Section 2.2 solely SUBLICENSEE other than LICENSOR’S obligations to LICENSEE as defined by this Agreement; and (g) the payments due to LICENSOR from SUBLICENSEE under the sublicense shall be no less than the payments LICENSEE is obligated under this Agreement to pay to LICENSOR with respect to the extent such sublicense. If each of these qualifications is met, and the SUBLICENSEE desires for the sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreementsurvive, the Main License Agreement SUBLICENSEE and LICENSOR shall enter a letter of understanding, acknowledging the Merger Agreement, which sublicenses shall include survival of the sublicense and placing the LICENSOR and SUBLICENSEE in a provision binding sublicensees to all terms hereof intended direct contract relationship for the protection or benefit sublicense. In addition, LICENSOR shall negotiate in good faith with any other SUBLICENSEE in good standing at the time of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate termination for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this Agreementlicense.

Sublicenses. Sublicensee has The License includes the right to grant written sublicenses within the scope thereof. Lipomedics and any sublicensee (with respect to any lower tier sublicense) shall include in whole or any sublicense agreement with its sublicensees (a) an explicit reference to this Agreement and (b) a requirement that such sublicensees pay directly to Marina any unpaid relevant Candidate-Specific License Fee as a result of such sublicensee’s exercise of the rights granted in part Article ‎2, provided, however, that notwithstanding any such assumption of Lipomedics’s obligations by any sublicensee, Lipomedics shall continue to be primarily liable for payment and through one or more tiers performance of sublicensees) all of its obligations due to Marina under this Agreement and the sublicense granted pursuant relevant Candidate-Specific License Fee. Notwithstanding anything in this Agreement to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely contrary, to the extent a sublicensee pays directly to Marina the Candidate-Specific License Fee as a result of such sublicensee’s exercise of the rights granted in Article ‎2, Lipomedics shall have no obligation to make such payment to Marina hereunder. All sublicense is granted concurrently and in connection agreements with a grant of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 sublicensees shall be consistent with the terms and conditions hereunder. Lipomedics shall notify Marina in all respects with this Agreement, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof writing within thirty (30) days after executionof any sublicense granted, modification or termination; provided, however, that Sublicensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreementincluding without limitation the identity of the sublicensee, the Main License Agreement or term, and the Merger Agreement as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if general scope of the rights granted. All such information regarding a sublicense shall be deemed Confidential Information of Lipomedics. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to the Stockholder Representative pursuant to obligations under the Merger Agreement assumed by Sublicensee under this AgreementCOMMISSION.]

Sublicenses. Sublicensee has Subject to the restrictions set forth on Schedule 3.2, LICENSEE shall have the right to grant written sublicenses (in whole or in part and through multiple tiers to one or more tiers of sublicensees) under the sublicense granted pursuant its Affiliates and to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers Sublicensees of sublicensees) any and all rights granted to LICENSEE under this Agreement by AGTC, provided that in no event may LICENSEE grant a sublicense, and LICENSEE shall use reasonable efforts to ensure that none of its Affiliates or their respective Sublicensees grant a sublicense, of any of the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense rights licensed under Section 2.1 3.1(b) with respect to a Product to any Person that, as of the same sublicensee. Each date of the sublicense granted pursuant grant, has publicly disclosed, or otherwise disclosed to this Section 2.3 shall be consistent in all respects with this Agreement, the Main License Agreement and the Merger Agreement, which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, SLX or its Affiliate and Company Securityholders. Sublicensee agrees to deliver to Sublicensor and SLX or its Affiliate for informational purposes (and under an obligation of confidentiality) a true and correct copy of each sublicense granted by Sublicensee or any sublicensee and any modification or termination thereof within thirty (30) days after execution, modification or termination; provided, howeverLICENSEE, that Sublicensee may redact from it is (i) Developing or Commercializing a product in a program that constitutes a Competing Program as of the date of the sublicense grant if at such copy economic terms time LICENSEE is Developing such Product or (ii) Commercializing a product in a program that are confidential and are not related to compliance with this Agreement, the Main License Agreement or the Merger Agreement constitutes a Competing Program as long as Sublicensee provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if of CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN MATERIALS OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicableCOMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. the date of the sublicense grant if at such time LICENSEE is Commercializing such Product, to in each case of (i) or (ii) without AGTC’s prior written consent, which AGTC may give in its sole discretion. Each such sublicense shall be subject and subordinate to, and consistent with, the Stockholder Representative pursuant to terms and conditions of this Agreement. The engagement of any Sublicensee in compliance with this Section 3.2 shall not relieve LICENSEE of its obligations under the Merger Agreement assumed by Sublicensee under this Agreement. LICENSEE shall remain responsible for actions or omissions of its Sublicensees and LICENSEE’s breaches under this Agreement that are caused by its Sublicensee’s breach of any sublicense agreement (or delay caused by such breach). LICENSEE shall provide a redacted copy of each sublicense to AGTC promptly following execution of such sublicense.

Sublicenses. Sublicensee Xxxxxxxxx Entity shall have the right during the Term to sublicense, solely through a written sublicense, the rights with respect to the Licensed Marks granted under Paragraphs 2(a)(ii), 2(a)(iii) and 2(a)(iv) only to Holding Company (the “Holding Company Sublicense”). Xxxxxxxxx Entity shall not have any right to sublicense the rights with respect to the Licensed Marks granted under Paragraph 2(a)(i). The Holding Company Sublicense must contain terms and conditions substantially equivalent to the applicable terms and conditions of this License Agreement to protect the Licensed Marks and DWA’s rights. The Holding Company Sublicense shall be subject to DWA’s review and approval and Xxxxxxxxx Entity shall not (and shall have no right to) enter into the Holding Company Sublicense unless and until DWA has given its approval in writing (not to be unreasonably withheld). Pursuant to the Holding Company Sublicense, Holding Company shall have the right to grant further sublicenses to (i) Universal Pictures (“Universal”) for the distribution of Motion Pictures worldwide; (ii) Reliance Big Entertainment Ltd. for distribution of Motion Pictures in India and the Reliance Expatriate Territory (but with respect to the Reliance Expatriate Territory only for Permitted Dubbed Versions); and (iii) the distributors listed in Schedule H in the applicable territories identified in Schedule H (the foregoing distributors collectively, the “Distributors,” and the foregoing distribution agreements collectively, the “Distribution Agreements”). Holding Company may also, with DWA’s prior written approval in each case, enter into additional distribution agreements that contain sublicenses (of the Licensed Marks, and any such additional approved distribution agreements shall be included in whole or in part “Distribution Agreements” for all purposes under this License Agreement. DWA has pre-approved Paramount Pictures, Twentieth Century Fox, Columbia Pictures, and through one or more tiers Warner Brother as distributors for purposes of sublicensees) under the sublicense granted preceding sentence. In addition, pursuant to Section 2.1 hereof. Sublicensee has the Holding Company Sublicense, Holding Company shall have the right to grant written further sublicenses (to consumer products and promotional partner sublicensees, in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely each case subject to the extent such sublicense is granted concurrently terms and conditions set forth in connection this License Agreement (each, a “Consumer Products Sublicense”). The Distribution Agreements and each and every Consumer Products Sublicense shall contain at least the terms set forth in Schedule D and shall otherwise comply with a grant the terms of a sublicense under Section 2.1 to the same sublicensee. Each sublicense granted pursuant to this Section 2.3 shall be consistent in all respects with this Agreement, the Main License Agreement and the Merger Holding Company Sublicense. Holding Company (if it is granted a sublicense by Xxxxxxxxx Entity) and all sublicensees of Holding Company are referred to in this License Agreement, which individually and collectively, as “Sublicensees,” and the Holding Company Sublicense and all sublicenses granted by Holding Company (including the Distribution Agreements and Consumer Products Sublicenses) are referred to in this License Agreement, individually and collectively, as “Sublicenses.” Without limitation of the foregoing, each and every Sublicense shall include a provision binding sublicensees to all terms hereof intended automatically terminate (except for the protection permitted continued use of the Licensed Marks as expressly set forth in Paragraph 3(c) below) upon any termination or benefit expiration of Sublicensorthis License Agreement. Any changes to the Holding Company Sublicense approved by DWA, SLX or any deviation from the terms set forth in Schedule D, shall require DWA’s prior written consent, including, without limitation, any changes to the provisions in any Sublicense related to automatic termination of such Sublicense. Xxxxxxxxx Entity agrees that the maximum length of the term of each Consumer Products Sublicense shall be consistent with and no longer than the average length of the terms of the sublicense agreements (including any mandatory extensions thereof, if any) actually entered into by the prior DreamWorks LLC under the 2004 License Agreement in connection with the same or similar Licensed Goods. Xxxxxxxxx Entity agrees that each Sublicensee shall be a reputable company capable of performing the Licensed Services and/or producing the Licensed Goods bearing the Licensed Marks under its Affiliate Sublicense of the same general level of quality as under license agreements between DWA and Company Securityholdersthird parties prior to the Effective Date of this License Agreement. Sublicensee agrees to deliver to Sublicensor Xxxxxxxxx Entity shall provide DWA with the names and SLX or its Affiliate for informational purposes (addresses of all Sublicensees and under an obligation the subject matter of confidentiality) each Sublicense. At DWA’s request, Xxxxxxxxx Entity shall provide DWA a true and correct copy of each sublicense granted by Sublicensee or any sublicensee Sublicense promptly following execution. Xxxxxxxxx Entity shall ensure that its Sublicensees comply with the terms of all Sublicenses, and any modification breach of a Sublicense by a Sublicensee shall be deemed a breach by Xxxxxxxxx Entity of this License Agreement. DWA shall be an express third party beneficiary of all Sublicenses with respect to the provisions of such Sublicenses related to the Licensed Marks and shall have the right to enforce such provisions of all Sublicenses to the same extent as if DWA were a party to such Sublicenses. Without limitation of the generality of the foregoing, in the event that Xxxxxxxxx Entity or Holding Company becomes aware that any Consumer Products Sublicensee has materially breached any provision of the applicable Consumer Products Sublicense related to the Licensed Marks, Xxxxxxxxx Entity shall promptly issue (or, as applicable, cause Holding Company to issue) a thirty (30) day termination thereof notice to such Sublicensee, and if such Sublicensee does not cure such breach within thirty (30) days after executionof such notice, modification Xxxxxxxxx Entity shall (or, as applicable, shall cause Holding Company to) immediately terminate the applicable Consumer Products Sublicense. In the event that Xxxxxxxxx Entity or termination; provided, however, Holding Company becomes aware that Sublicensee may redact from such copy economic any Distributor has materially breached the terms that are confidential and are not of any Distribution Agreement related to compliance the Licensed Marks, Xxxxxxxxx Entity shall promptly issue (or cause Holding Company to issue) a notice to such Distributor specifying such breach and take appropriate steps to enforce the terms of the applicable Distribution Agreement and protect the Licensed Marks. If such Distributor does not cure such breach of the Distribution Agreement within thirty (30) days of such notice, Xxxxxxxxx Entity shall (or shall cause Holding Company to) either immediately terminate such Distributor’s right to use the Licensed Marks, suspend such Distributor’s right to use the Licensed Marks until such time as the breach is cured, or meet in person with such Distributor in order to resolve such Distributor’s non-compliance. If such Distributor still has not cured the breach of the Distribution Agreement within sixty (60) days of the original notice, Xxxxxxxxx Entity shall (or shall cause Holding Company to) either immediately terminate such Distributor’s right to use the Licensed Marks or suspend such Distributor’s right to use the Licensed Marks until such time as the breach is cured. If such Distributor still has not cured the breach of the Distribution Agreement within ninety (90) days of the original notice, Xxxxxxxxx Entity shall (or shall cause Holding Company to) immediately terminate such Distributor’s right to use the Licensed Marks. Except as expressly set forth in this Paragraph 2(f), Xxxxxxxxx Entity and Holding Company shall have no right to sublicense any of the rights or licenses granted under this License Agreement, the Main License Agreement and any attempt by Xxxxxxxxx Entity or the Merger Agreement Holding Company to grant a Sublicense other than as long as Sublicensee provides Sublicensor expressly permitted by this Paragraph 2(f) shall be void and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations to Sublicensee and SLX or its Affiliate under this Agreement, or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, shall convey no rights to the Stockholder Representative pursuant purported Sublicensee with respect to obligations under the Merger Agreement assumed by Sublicensee under this AgreementLicensed Marks.