Common use of Effect of Termination; Surviving Obligations Clause in Contracts

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion pursuant to Section 11.2 or 11.3 or by Lilly pursuant to Section 11.4: (i) the licenses granted by Prosidion to Lilly under Section 2.2 shall automatically terminate and revert to Prosidion; (ii) any permitted sublicenses granted under Section 2.3 by Lilly shall remain in effect, but shall be assigned to Prosidion; (iii) Lilly shall, and it hereby does, grant to Prosidion an exclusive (even as to Lilly), irrevocable, perpetual license, with the right to sublicense, under the Lilly Rights to research, develop, make, have made, use, sell, have sold, offer for sale and import/export Product(s) in the Field in the Territory; (iv) Lilly shall: (A) make available to Prosidion, within three (3) months of such termination, Information relating to the Lilly GKA Program and any Product(s) (other than in ** This portion has been redacted pursuant to a confidential treatment request. relation to brand rights of Lilly (including trademarks) which Lilly shall be permitted to retain) as may be reasonably necessary to enable Prosidion to practice the license granted under Section 11.5 (a)(iii); (B) forthwith upon such termination, transfer and assign to Prosidion all of its right, title and interest in and to all Regulatory Materials with respect to any Product(s), (to the extent Controlled by Lilly), including all drug dossiers and master files with respect to any Product(s); and (C) within nine (9) months of such termination take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights hereunder to Prosidion; (D) within nine (9) months of such termination and for transitional purposes only, provide Prosidion with all reasonable technical assistance and co-operation in relation to transfer to Prosidion of: (x) technical information; and (y) Regulatory Materials, each relating to the Lilly GKA Program Controlled by Lilly and in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to Section 11.5 (a), Prosidion shall have the right to maintain such Lilly Patents at Prosidion’s expense and in Prosidion’s name; and (v) To the extent Lilly is engaged in the Manufacture of Product(s) for sale as of the date notice of termination is given, Lilly shall Manufacture and supply Product(s) to Prosidion from the effective date of such termination until such time as Prosidion is able to secure an equivalent alternative commercial Manufacturing source and such site is qualified by the FDA, as requested by Prosidion or until ** from the effective date of termination, whichever is earlier. To this end, as of the effective date of such termination, at Prosidion’s option, all Third Party Manufacturing contracts to which Lilly or any of its Affiliates is a party shall be assigned to Prosidion, and in the event that assignment is not or cannot be undertaken, Lilly shall ensure that the rights and benefits under such Third Party Manufacturing contracts shall be transferred to Prosidion. Further, upon Prosidion’s request, Lilly shall provide such technical assistance as Prosidion may reasonably request to facilitate the transfer of Product(s)’ Manufacturing responsibility to Prosidion or its designee. **

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion pursuant to Section 11.2 Sections 8.1, 8.2, 8.3, and 8.4, or 11.3 or by Lilly pursuant to Section 11.4upon expiration of this Agreement in accordance with its terms: (i) the licenses license granted by Prosidion Akesis to Lilly under Section 2.2 GS in Article 2 shall automatically terminate and revert to Prosidionterminate; (ii) any permitted sublicenses granted under Section 2.3 by Lilly shall remain in effect, but shall be assigned to Prosidion; for consideration totaling US$1.00 (iii) Lilly shall, and it hereby does, grant to Prosidion an exclusive (even as to Lillyone dollar), irrevocable, perpetual license, with the right to sublicense, under the Lilly Rights to research, develop, make, have made, use, sell, have sold, offer for sale and import/export Product(s) in the Field in the Territory; (iv) Lilly shall: (A) make available to Prosidion, within three (3) months of such termination, Information relating to the Lilly GKA Program and any Product(s) (other than in ** This portion has been redacted pursuant to a confidential treatment request. relation to brand rights of Lilly (including trademarks) which Lilly GS shall be permitted to retain) as may be reasonably necessary to enable Prosidion to practice the license granted under Section 11.5 (a)(iii); (B) forthwith upon such termination, transfer and assign to Prosidion Akesis all of its right, title and interest in and to the Trademarks and all Regulatory Materials goodwill associated with respect to any Product(s), (or attached to the extent Controlled Trademarks arising out of the use thereof by Lilly), including all drug dossiers GS and master files with respect to any Product(s); its Affiliates and (C) within nine (9) months of such termination shall take such other actions and execute such other instruments, assignments and documents as may be necessary to effect effectuate such assignment to Akesis; (iii) in the transfer event of rights hereunder any expiration or termination of this Agreement, Akesis shall, and it hereby does, grant to Prosidion; (D) within nine (9) months of such termination and for transitional purposes onlyGS a non-exclusive, provide Prosidion with all reasonable technical assistance and coroyalty-operation in relation to transfer to Prosidion of: (x) technical information; and (y) Regulatory Materialsbearing license, each relating to the Lilly GKA Program Controlled by Lilly and in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to Section 11.5 (a), Prosidion shall have without the right to maintain sublicense, under the Licensed Technology to Commercialize any Products in inventory or ordered and/or accepted as of the date of the termination or expiration of this Agreement, subject to GS' compliance and payment of royalty payments in accordance with Section 4.2 (but not minimum royalties under Section 4.3) and all other applicable provisions of this Agreement. (the "Sunset Period"). The foregoing license includes the right to use the Trademarks in connection with the Commercialization of the Products during the Sunset Period. (iv) Akesis shall, and it hereby does, grant to GS a non-exclusive, royalty-bearing license, without the right to sublicense, under the Licensed Technology to Commercialize the Products in the Territory solely for sale or distribution to customers existing prior to such Lilly Patents termination (as evidenced by the consummation by such customer of at Prosidion’s expense least one (1) SKU of Product, including payment in full therefor, prior to termination of this Agreement), subject to the ongoing compliance and payment of royalty payments in Prosidion’s nameaccordance with Section 4.2 (but not minimum royalties under Section 4.3) and all other applicable provisions of this Agreement. The foregoing license includes the right to use the Trademarks in connection with the Commercialization of Products in the Territory, subject to the provisions of Section 3.3; and (v) To the extent Lilly is engaged in the Manufacture of Product(s) for sale as all other rights and obligations of the date notice parties under this Agreement shall terminate, except as set forth in this Section 8.4. (b) For the avoidance of doubt, in no event shall a change in control of a party be deemed to give rise to any right of termination is givenof this Agreement by either party. (c) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, Lilly shall Manufacture the obligations and supply Product(s) to Prosidion from the effective date of such termination until such time as Prosidion is able to secure an equivalent alternative commercial Manufacturing source and such site is qualified by the FDA, as requested by Prosidion or until ** from the effective date of termination, whichever is earlier. To this end, as rights of the effective date parties under Sections 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 5.1, 7.3 and 7.4 and Articles 6, 8, 9 and 10 shall survive expiration or termination of such termination, at Prosidion’s option, all Third Party Manufacturing contracts to which Lilly or any of its Affiliates is a party shall be assigned to Prosidion, and in the event that assignment is not or cannot be undertaken, Lilly shall ensure that the rights and benefits under such Third Party Manufacturing contracts shall be transferred to Prosidion. Further, upon Prosidion’s request, Lilly shall provide such technical assistance as Prosidion may reasonably request to facilitate the transfer of Product(s)’ Manufacturing responsibility to Prosidion or its designee. **this Agreement.

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion pursuant to Section 11.2 or 11.3 or by Lilly pursuant to Section 11.4for any reason: (i) except as otherwise provided in Section 8.3(a)(ii), all rights under the licenses license granted by Prosidion UCL to Lilly Ocera under Section 2.2 2.1 shall automatically terminate and revert to ProsidionUCL; (ii) UCL shall, and it hereby does, grant to Ocera a fully-paid, perpetual, irrevocable, worldwide, exclusive, royalty-free license, with the right to sublicense and further sublicense, to use the Licensed Results (as defined in clause 4.4 of the Collaboration Agreement) for any permitted sublicenses and all uses and UCL shall provide to Ocera copies of any materials forming part of the Licensed Results in its possession to the extent such materials are reasonably necessary in order to enable the practice of such license; (iii) any Sublicence Agreements granted under Section 2.3 2.8 by Lilly Ocera shall remain in effect, but shall be assigned to Prosidion; (iii) Lilly shall, and it hereby does, grant to Prosidion an exclusive (even as to Lilly), irrevocable, perpetual license, with the right to sublicense, under the Lilly Rights to research, develop, make, have made, use, sell, have sold, offer for sale and import/export Product(s) in the Field in the TerritoryUCL; (iv) Lilly shall: Ocera shall return all UCL Know-How in its possession (Aexcept for any and all UCL Know-How to which Ocera retains a license under Section 8.3(a)(ii)) make available to Prosidion, UCL within three (3) months 60 days of such termination; (v) UCL shall have the option to acquire from Ocera, Information relating subject to the Lilly GKA Program negotiation of mutually agreeable terms, all regulatory approvals, clinical data and other similar information and items related to the Compound and Licensed Product owned by Ocera; and (vi) Ocera shall within 30 days following expiry or termination pay to UCL all sums due to it under this Agreement in respect of the period up to and including the date of expiration or termination, including without limitation any Product(s) (other than in ** This portion has been redacted sums due pursuant to a confidential treatment request. relation Section 3. (b) Following the expiration of the Term under Section 8.1, Ocera will retain the licenses granted to brand rights of Lilly (including trademarks) which Lilly it under Section 2, except that all such licenses shall be permitted fully paid and irrevocable. (c) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to retain) such expiration or termination. Except as may be reasonably necessary to enable Prosidion to practice otherwise provided herein, the license granted under provisions of Section 11.5 (a)(iii); (B) forthwith upon such termination1, transfer and assign to Prosidion all of its right, title and interest in and to all Regulatory Materials with respect to any Product(s), 3 (to the extent Controlled by Lillysums remain payable), including all drug dossiers 4, 5.5, 6.3, 6.4, 6.5, 7.1, 7.2, 7.3, 7.5, 8.3, 8.4, 8.5, 9 and master files with respect 10 shall survive the expiration or termination of this Agreement. In addition, Section 8.1 shall survive any expiration of this Agreement. Termination of this Agreement shall not limit any other rights and remedies of the parties. (d) Within 30 days following the expiration or termination of this Agreement, except to any Product(s); and (C) within nine (9) months of such termination take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights hereunder to Prosidion; (D) within nine (9) months of such termination extent and for transitional purposes only, provide Prosidion with all reasonable technical assistance and co-operation in relation to transfer to Prosidion of: so long as a party retains license rights under Section 8.3(a) or (x) technical information; and (y) Regulatory Materialsb), each relating party shall deliver to the Lilly GKA Program Controlled by Lilly other party any and all Confidential Information of the other party in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to Section 11.5 (a), Prosidion shall have the right to maintain such Lilly Patents at Prosidion’s expense and in Prosidion’s name; and (v) To the extent Lilly is engaged in the Manufacture of Product(s) for sale as of the date notice of termination is given, Lilly shall Manufacture and supply Product(s) to Prosidion from the effective date of such termination until such time as Prosidion is able to secure an equivalent alternative commercial Manufacturing source and such site is qualified by the FDA, as requested by Prosidion or until ** from the effective date of termination, whichever is earlier. To this end, as of the effective date of such termination, at Prosidion’s option, all Third Party Manufacturing contracts to which Lilly or any of its Affiliates is a party shall be assigned to Prosidion, and in the event that assignment is not or cannot be undertaken, Lilly shall ensure that the rights and benefits under such Third Party Manufacturing contracts shall be transferred to Prosidion. Further, upon Prosidion’s request, Lilly shall provide such technical assistance as Prosidion may reasonably request to facilitate the transfer of Product(s)’ Manufacturing responsibility to Prosidion or its designee. **possession.

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion MannKind pursuant to Section 11.2 8.2, or 11.3 or termination of this Agreement by Lilly ImVisioN pursuant to Section 11.48.3: (i) the licenses license granted by Prosidion to Lilly ImVisioN under Section 2.2 2.1 shall automatically terminate and revert to ProsidionMannKind; (ii) any permitted sublicenses granted under Section 2.3 2.1 by Lilly shall ImVisioN shall, at MannKind’s election, remain in effect, but shall be assigned to Prosidion;MannKind; and (iii) Lilly ImVisioN shall, and it hereby does, grant to Prosidion an exclusive MannKind a non-exclusive, worldwide, royalty-free license (even as except for royalties due to LillyThird Parties), irrevocable, perpetual license, with the right to sublicense, under the Lilly Rights ImVisioN Blocking Patents (defined below), solely to research, develop, make, have made, use, sell, have sold, offer for sale sale, have sold and import/export Product(s) import Licensed Products in the Field in the Territory; (iv) Lilly shall: Field. For purposes of this Section 8.4(a)(iii), “ImVisioN Blocking Patents” shall mean (A) make available to Prosidion, within three (3) months of such termination, Information relating to the Lilly GKA Program those patents and any Product(s) (other than in ** This portion has been redacted pursuant to a confidential treatment request. relation to brand rights of Lilly (including trademarks) which Lilly shall be permitted to retain) as may be reasonably necessary to enable Prosidion to practice the license granted under Section 11.5 (a)(iii); (B) forthwith upon such termination, transfer and assign to Prosidion all of its right, title and interest in and to all Regulatory Materials with respect to any Product(s), (to the extent patent applications Controlled by Lilly), including all drug dossiers and master files with respect to any Product(s); and (C) within nine (9) months of such termination take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights hereunder to Prosidion; (D) within nine (9) months of such termination and for transitional purposes only, provide Prosidion with all reasonable technical assistance and co-operation in relation to transfer to Prosidion of: (x) technical information; and (y) Regulatory Materials, each relating to the Lilly GKA Program Controlled by Lilly and in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to Section 11.5 (a), Prosidion shall have the right to maintain such Lilly Patents at Prosidion’s expense and in Prosidion’s name; and (v) To the extent Lilly is engaged in the Manufacture of Product(s) for sale as of the date notice of termination is given, Lilly shall Manufacture and supply Product(s) to Prosidion from the effective date of such termination until such time as Prosidion is able to secure an equivalent alternative commercial Manufacturing source and such site is qualified by the FDA, as requested by Prosidion or until ** from the effective date of termination, whichever is earlier. To this end, ImVisioN as of the effective date of termination of this Agreement that, in the absence of a license thereunder, would be infringed by the manufacture, use or sale of Licensed Products in the Field, (B) any foreign counterparts thereof, (C) all divisionals, continuations, continuations-in-part (but only to the extent that such termination, at Prosidion’s option, all Third Party Manufacturing contracts to which Lilly application includes new data in support of claims previously submitted in a prior originally filed application) thereof or any other patent application claiming priority to (1) any of its Affiliates is a party the patents identified in the preceding clause (A) of this definition or (2) any patent or patent application from which the patents identified in the preceding clause (A) of this definition claim priority, and (D) all patents issuing on any of the foregoing, together with all registrations, reissues, re-examinations, supplemental protection certificates, or extensions thereof, and any foreign counterparts thereof; with the provision that MAT molecules or products being modified otherwise to improve cellular uptake at the place of administration that are not covered by the Licensed Patents shall be assigned excluded from said license granted herein but may be subject to Prosidion, and in the event that assignment is not or cannot be undertaken, Lilly shall ensure that the rights and benefits under such Third Party Manufacturing contracts shall be transferred to Prosidion. Further, upon Prosidion’s request, Lilly shall provide such technical assistance as Prosidion may reasonably request to facilitate the transfer of Product(s)’ Manufacturing responsibility to Prosidion or its designee. **a separate license agreement.

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion Genta pursuant to Section 11.2 12.3: (i) Genta shall have the right (but not the obligation) to assume the performance of all activities under the Development Program; (ii) the license granted by Genta under Section 5.1(b), if then in effect, shall automatically terminate and revert to Genta; (iii) the license granted by Emisphere to Genta under Section 5.1(a) (if in effect immediately prior to such termination) shall, at Genta’s option, remain in effect in accordance with its terms, subject to compliance by Genta with all applicable provisions of this Agreement (including, without limitation, the payment obligations set forth in Articles 6 and 7); and (iv) At Genta’s option, either (x) Emisphere’s supply obligations with respect to Program Carrier under Sections 8.1 and 8.2 shall remain in effect, or 11.3 (y) Emisphere shall deliver to Genta’s Third-Party contract manufacturer all Information that is necessary or useful for Genta to have the Program Carrier made for it (including without limitation a true and complete copy of the current DMF and all other regulatory filings for the Program Carrier, and the right to use and cross file and reference such DMF and other regulatory filings), provided that in the case of (y), Emisphere’s delivery obligation shall be subject to its approval of Genta’s Third-Party contract manufacturer (the “Genta Manufacturer”), not to be unreasonably withheld or delayed. Subject to the terms and conditions of this Agreement and any agreement between Emisphere and its Third Party contract manufacturer of Program Carrier or Product, Emisphere hereby grants to Genta and its Affiliates a worldwide, perpetual, irrevocable license to have the Genta Manufacturer make Program Carriers solely for Genta, its Affiliates and its Sublicensees to manufacture, use, sale, offer for sale or import Products and for no other purpose, provided that Genta covenants to exercise the foregoing license only if and when this Agreement is terminated by Lilly Genta under Section 12.3 and only if Genta does not elect to have Emisphere continue supplying Program Carrier in accordance with clause (x) of this Section 12.4(a)(iv) (other than for a reasonable transition period). (b) Upon termination of this Agreement by Genta pursuant to Section 11.412.2, or termination of this Agreement by Emisphere pursuant to Section 12.3: (i) the licenses granted by Prosidion to Lilly under Section 2.2 Sections 5.1(a) and (b), if then in effect, shall automatically terminate and revert to Prosidionthe granting party; provided that in the case of partial termination of this Agreement by Genta under Section 12.2, such licenses shall survive with respect to those Products and countries for which this Agreement has not been terminated; (ii) solely in the case of, and for a period of thirty (30) days after the effective date of, any permitted sublicenses granted termination of the Agreement by Emisphere under Section 2.3 12.3, Emisphere shall have an exclusive option, exercisable by Lilly written notice to Genta prior to the expiration of such thirty (30) day period, to negotiate with Genta for an agreement granting Emisphere the right to use Genta Technology in connection with Emisphere Technology. As soon as practicable after Emisphere’s exercise of such option, the parties shall remain commence negotiations toward such an agreement and shall negotiate in effectgood faith for up to one hundred twenty (120) days regarding the commercially reasonable terms upon which Genta would grant such right, but provided if the parties, despite their good faith efforts, do not agree on the terms of such an agreement by the end of such one hundred twenty (120) day period, Genta shall be assigned have no further obligation to Prosidion;negotiate with Emisphere for such agreement; and * denotes material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission. (iii) Lilly shallin the case of partial termination by Genta under Section 12.2, Emisphere’s supply obligations with respect to Program Carriers under Sections 8.1 and 8.2 shall remain in effect with respect to those countries and Products for which this Agreement has not been terminated. (c) If this Agreement is terminated for any reason during the Formulation-Development Term, Emisphere shall use commercially reasonable efforts to mitigate costs related to its performance of the Formulation-Development Program, and it hereby doesGenta shall only be required to reimburse such actual costs as Emisphere reasonably incurs in connection its performance of the Formulation-Development Program prior to the effective date of the Agreement’s termination, grant to Prosidion an exclusive (even the extent Emisphere is unable to avoid or offset such costs; provided that in any case Genta’s reimbursement obligation shall be limited as to Lilly), irrevocable, perpetual license, with the right to sublicense, under the Lilly Rights to research, develop, make, have made, use, sell, have sold, offer for sale and import/export Product(s) set forth in the Field in the Territory;Section 6.1. (ivd) Lilly shall: Genta shall (A) make available if its rights terminate under the entire Agreement, transfer to Prosidion, within three (3) months of such termination, Emisphere as soon as reasonably practicable all Information relating specifically to the Lilly GKA Program and any Product(s) Carrier (other than in ** This portion has been redacted pursuant to a confidential treatment request. relation to brand rights of Lilly (including trademarks) which Lilly shall be permitted to retain) as may be reasonably necessary to enable Prosidion to practice the license granted under Section 11.5 (a)(iiiif any); , (B) forthwith upon such termination, transfer and assign to Prosidion Emisphere all of its right, title and interest in and to all Regulatory Materials with respect to any Product(s), regulatory filings (if any) that relate solely to the extent Controlled by Lilly), Program Carrier (including all drug dossiers and master files with respect to any Product(s); foreign equivalents thereof) in all countries in which its rights terminate, and (C) within nine (9) months of such termination take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights hereunder to Prosidion; (D) within nine (9) months of such termination and for transitional purposes only, provide Prosidion with all reasonable technical assistance and co-operation provided in relation to transfer to Prosidion of: (x) technical information; and (y) Regulatory Materials, each relating to the Lilly GKA Program Controlled by Lilly and in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to this Section 11.5 (a), Prosidion shall have the right to maintain such Lilly Patents at Prosidion’s expense and in Prosidion’s name; and (v) To the extent Lilly is engaged in the Manufacture of Product(s) for sale as of the date notice of termination is given, Lilly shall Manufacture and supply Product(s) to Prosidion from the effective date of such termination until such time as Prosidion is able to secure an equivalent alternative commercial Manufacturing source and such site is qualified by the FDA, as requested by Prosidion or until ** from the effective date of termination, whichever is earlier. To this end, as of the effective date of such termination, at Prosidion’s option, all Third Party Manufacturing contracts to which Lilly or any of its Affiliates is a party shall be assigned to Prosidion, and in the event that assignment is not or cannot be undertaken, Lilly shall ensure that the rights and benefits under such Third Party Manufacturing contracts shall be transferred to Prosidion. Further, upon Prosidion’s request, Lilly shall provide such technical assistance as Prosidion may reasonably request to facilitate the transfer of Product(s)’ Manufacturing responsibility to Prosidion or its designee. **12.4

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion MSK pursuant to Section 11.2 or 11.3 or by Lilly pursuant to Section 11.410.2: (i) the licenses granted by Prosidion to Lilly MSK under Section 2.2 4.1 shall become an exclusive (except for the license granted in Section 4.1(b) which shall remain non-exclusive) fully paid-up, royalty-free, perpetual and irrevocable license with the right to sublicense (through multiple tiers of sublicense), under ACADIA Technology and ACADIA’s right under the Joint Inventions and the Joint Patents for the research, development, manufacture, use, marketing, import, offer for sale or sale of any Licensed Molecule or Product in the Field in the Territory (and outside the Territory with respect to the license granted in Section 4.1(b)); (ii) the licenses granted to ACADIA under Section 4.2 shall automatically terminate and revert to ProsidionMSK; (iiiii) all MSK Know-How shall be returned to MSK within thirty (30) days of such termination; (iv) any permitted sublicenses granted under Section 2.3 4.2 by Lilly ACADIA shall remain in effecteffect and become direct licenses from MSK, but shall be assigned so long as actions or omissions by the applicable sublicensee did not cause or contribute to Prosidionsuch termination; (iiiv) Lilly shallwith respect to a termination occurring prior to the completion of hPOC, ACADIA shall reimburse MSK for ACADIA’s share of all non-cancellable obligations for Development Expenses incurred by MSK under this Agreement through the effective date of such termination in accordance with Section 5.2; (vi) MSK shall […***…] be entitled to access and it hereby doesutilize any Regulatory Approvals, grant clinical data, materials, promotional, advertising, marketing and distribution rights, contracts or other assets relating to Prosidion an exclusive (even the Licensed Molecules and/or Products Controlled by ACADIA, its Affiliates or its Licensee(s) as to Lilly), irrevocable, perpetual license, with of the right to sublicense, under effective date of termination that are necessary for the Lilly Rights to research, developdevelopment, make, have made, use, sell, have sold, offer for sale manufacture and import/export Product(s) commercialization of the Licensed Molecules and/or Products by MSK in the Field in the Territory; and (vii) […***…]. (b) Upon termination of this Agreement by ACADIA pursuant to Section 10.2 or 10.4 or by MSK pursuant to Section 10.3: 35. *** Confidential Treatment Requested (i) the licenses granted to ACADIA under Section 4.2 shall become an exclusive (except for the license granted in Section 4.2(b) which shall remain non-exclusive) fully paid-up, royalty-free, perpetual and irrevocable license with the right to sublicense (through multiple tiers of sublicense), under MSK Technology and MSK’s right under the Joint Inventions and the Joint Patents for the research, development, manufacture, use, marketing, import, offer for sale or sale of any Licensed Molecule or Product in the Field outside the Territory (and in the Territory with respect to the license granted in Section 4.2(b)); (ii) the licenses granted to MSK under Section 4.1 shall automatically terminate and revert to ACADIA; (iii) all ACADIA Know-How shall be returned to ACADIA within thirty (30) days of such termination; (iv) Lilly shall: (A) make available to Prosidion, within three (3) months of such termination, Information relating to the Lilly GKA Program and any Product(s) (other than in ** This portion has been redacted pursuant to a confidential treatment request. relation to brand rights of Lilly (including trademarks) which Lilly shall be permitted to retain) as may be reasonably necessary to enable Prosidion to practice the license sublicenses granted under Section 11.5 (a)(iii); (B) forthwith upon 4.1 by MSK shall remain in effect and become direct licenses from ACADIA so long as actions or omissions by such Sublicensee did not cause or contribute to such termination, transfer and assign to Prosidion all of its right, title and interest in and to all Regulatory Materials with respect to any Product(s), (to the extent Controlled by Lilly), including all drug dossiers and master files with respect to any Product(s); and (C) within nine (9) months of such termination take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights hereunder to Prosidion; (D) within nine (9) months of such termination and for transitional purposes only, provide Prosidion with all reasonable technical assistance and co-operation in relation to transfer to Prosidion of: (x) technical information; and (y) Regulatory Materials, each relating to the Lilly GKA Program Controlled by Lilly and in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to Section 11.5 (a), Prosidion shall have the right to maintain such Lilly Patents at Prosidion’s expense and in Prosidion’s name; and; (v) To with respect to a termination occurring prior to the extent Lilly is engaged in the Manufacture completion of Product(s) hPOC, MSK shall reimburse ACADIA for sale as MSK’s share of the date notice of termination is given, Lilly shall Manufacture and supply Product(s) to Prosidion from all non-cancellable obligations for Development Expenses incurred by ACADIA under this Agreement through the effective date of such termination until such time in accordance with Section 5.2; and (vi) MSK shall, and hereby does as Prosidion is able to secure an equivalent alternative commercial Manufacturing source and such site is qualified by the FDA, as requested by Prosidion or until ** from of the effective date of termination, whichever is earlier. To this end, assign to ACADIA such rights as of the effective date of such termination, at Prosidion’s option, all Third Party Manufacturing contracts to which Lilly MSK or any of its Affiliates is a party shall be assigned or Sublicensees (limited to Prosidionthose Sublicensees who do not become direct licensees of ACADIA as contemplated in clause (iv) above) has or may acquire in any Regulatory Approvals, clinical data, materials, promotional, advertising, marketing and distribution rights, contracts or other assets relating to the Licensed Molecules and/or Products Controlled by MSK or its Affiliates that are necessary or useful for the research, development, manufacturing and commercialization of the Licensed Molecules and Products in the event that assignment is Field in the Territory and, to the extent necessary to convey sole ownership of the data obtained pursuant to the Development Plan to ACADIA, shall, at its own expense and using Commercially Reasonable Efforts, transfer to ACADIA all data obtained pursuant to the Development Plan within thirty (30) days of such date. (c) Expiration or termination of this Agreement shall not relieve the parties of any obligation or cannot be undertakenright accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, Lilly the obligations and rights of the parties under the following provisions of this Agreement shall ensure that the rights and benefits under such Third Party Manufacturing contracts shall be transferred to Prosidion. Further, upon Prosidion’s request, Lilly shall provide such technical assistance as Prosidion may reasonably request to facilitate the transfer survive expiration or termination of Product(s)’ Manufacturing responsibility to Prosidion or its designee. **this Agreement: Section 1 – Definitions

Effect of Termination; Surviving Obligations. (a) REVERSION OF RIGHTS TO PROSIDION. Upon termination of this Agreement by Prosidion pursuant to Section 11.2 or 11.3 or by Lilly pursuant to Section 11.4for any reason: (i) except as otherwise provided in Section 8.3(a)(ii), all rights under the licenses license granted by Prosidion UCL to Lilly Ocera under Section 2.2 2.1 shall automatically terminate and revert to ProsidionUCL; (ii) UCL shall, and it hereby does, grant to Ocera a fully-paid, perpetual, irrevocable, worldwide, exclusive, royalty-free license, with the right to sublicense and further sublicense, to use the Licensed Results (as defined in clause 4.4 of the Collaboration Agreement) for any permitted sublicenses and all uses and UCL shall provide to Ocera copies of any materials forming part of the Licensed Results in its possession to the extent such materials are reasonably necessary in order to enable the practice of such license; (iii) any Sublicence Agreements granted under Section 2.3 2.8 by Lilly Ocera shall remain in effect, but shall be assigned to Prosidion; (iii) Lilly shall, and it hereby does, grant to Prosidion an exclusive (even as to Lilly), irrevocable, perpetual license, with the right to sublicense, under the Lilly Rights to research, develop, make, have made, use, sell, have sold, offer for sale and import/export Product(s) in the Field in the TerritoryUCL; (iv) Lilly shall: Ocera shall return all UCL Know-How in its possession (Aexcept for any and all UCL Know-How to which Ocera retains a license under Section 8.3(a)(ii)) make available to Prosidion, UCL within three (3) months 60 days of such termination, Information relating to the Lilly GKA Program and any Product(s; (v) (other than in ** This portion has been redacted pursuant to a confidential treatment request. relation to brand rights of Lilly (including trademarks) which Lilly shall be permitted to retain) as may be reasonably necessary to enable Prosidion to practice the license granted under Section 11.5 (a)(iii); (B) forthwith upon such termination, transfer and assign to Prosidion all of its right, title and interest in and to all Regulatory Materials with respect to any Product(s), (to the extent Controlled by Lilly), including all drug dossiers and master files with respect to any Product(s); and (C) within nine (9) months of such termination take such other actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights hereunder to Prosidion; (D) within nine (9) months of such termination and for transitional purposes only, provide Prosidion with all reasonable technical assistance and co-operation in relation to transfer to Prosidion of: (x) technical information; and (y) Regulatory Materials, each relating to the Lilly GKA Program Controlled by Lilly and in its possession at such date of termination, that is reasonably useful or necessary to enable Prosidion to continue with research and development of the Lilly GKA Program and Manufacture and commercialisation of Product(s); and (E) if, following such termination, Lilly elects to abandon any Lilly Patents licensed to Prosidion pursuant to Section 11.5 (a), Prosidion UCL shall have the right option to maintain such Lilly Patents at Prosidion’s expense acquire from Ocera, subject to the negotiation of mutually agreeable terms, all regulatory approvals, clinical data and in Prosidion’s nameother similar information and items related to the Compound and Licensed Product owned by Ocera; and (vvi) To the extent Lilly is engaged Ocera shall within 30 days following expiry or termination pay to UCL all sums due to it under this Agreement in the Manufacture of Product(s) for sale as respect of the date notice of termination is given, Lilly shall Manufacture period up to and supply Product(s) to Prosidion from including the effective date of such termination until such time as Prosidion is able to secure an equivalent alternative commercial Manufacturing source and such site is qualified by the FDA, as requested by Prosidion expiration or until ** from the effective date of termination, whichever is earlier. To this end, as including without limitation any sums due pursuant to Sections 2.4 and 3. (b) Following the expiration of the effective date of Term under Section 8.1, Ocera will retain the licenses granted to it under Section 2, except that all such termination, at Prosidion’s option, all Third Party Manufacturing contracts to which Lilly or any of its Affiliates is a party licenses shall be assigned fully paid and irrevocable. (c) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to Prosidionsuch expiration or termination. Except as otherwise provided herein, and in the event that assignment is not or cannot be undertaken* Confidential Information, Lilly shall ensure that the rights and benefits under such Third Party Manufacturing contracts shall be transferred to Prosidion. Further, upon Prosidion’s request, Lilly shall provide such technical assistance as Prosidion may reasonably request to facilitate the transfer of Product(s)’ Manufacturing responsibility to Prosidion or its designee. indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission.