Common use of Exclusive License Clause in Contracts

Exclusive License. Accordingly, the Parties grant to each other licenses under the Joint IP (which to avoid any doubt for purposes of these licenses includes all patent applications and patents claiming the inventions included therein) as follows: (i) NeurogesX hereby grants to LTS an exclusive (even as to NeurogesX), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide license under the Joint IP to [***] Notwithstanding Section 7.3 below, LTS shall have the [***] to enforce the Joint IP against infringement within the scope of the license set forth in this Section 7.1(d)(i) and to retain [***] recoveries therefrom, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX to join any such action as a party to any such action. For clarity, the Parties intend that LTS shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiff. (ii) LTS hereby grants to NeurogesX an exclusive (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perpetual, irrevocable, worldwide license under the Joint IP to make, have made, use, sell, offer to sell, and import product candidates and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and products. Notwithstanding Section 7.3 below, NeurogesX shall have the sole right to enforce the Joint IP against infringement within the scope of the license set forth in this Section 7.1(d)(ii) and to retain all recoveries therefrom, and LTS shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein shall require LTS to join any such action as a party to any such action. For clarity, the Parties intend that NeurogesX shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(ii) without LTS joining as a co-plaintiff.

Exclusive License. Accordingly3SBio, the Parties grant for itself and on behalf of its Affiliates, hereby grants to each other licenses under the Joint IP (which to avoid any doubt for purposes of these licenses includes all patent applications Selecta and patents claiming the inventions included therein) as followsits Affiliates: (ia) NeurogesX hereby grants to LTS an exclusive (even as to NeurogesX3SBio and its Affiliates, but subject to Section 5.3(c)) license, royalty-freewith the right to sublicense in accordance with Section 2.2 only, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide license under the Joint IP 3SBio Patent Rights and 3SBio Know-How, to [***] Notwithstanding Section 7.3 below, LTS shall have the [***] to enforce the Joint IP against infringement within the scope of the license set forth in this Section 7.1(d)(i) and to retain [***] recoveries therefrom, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX to join any such action as a party to any such action. For clarity, the Parties intend that LTS shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiff. (ii) LTS hereby grants to NeurogesX an exclusive (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perpetual, irrevocable, worldwide license under the Joint IP to makeuse, have made, useused, sell, have sold, offer to sell, have offered to sell, import, have imported, research, have researched, Develop, have Developed, distribute, have distributed, Commercialize, have Commercialized, and import product candidates otherwise exploit or have exploited (but not Manufacture or have Manufactured) Licensed Compounds and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and productsProducts in the Field in the Territory. Notwithstanding Section 7.3 below, NeurogesX shall have The foregoing license grant includes the sole right to enforce the Joint IP against infringement disclose or make reference to all Regulatory Approvals, Regulatory Filings and correspondence (including DMFs) as necessary for Development and Commercialization contained within the scope 3SBio Know-How. (b) a co-exclusive license, with the right to sublicense in accordance with Section 2.2 only, under the 3SBio Patent Rights and 3SBio Know-How, to Manufacture and have Manufactured Licensed Compounds and Licensed Products in the Field in the Territory; provided, however, that Selecta will not exercise such rights unless Selecta provides written notice to 3SBio that one of the license set forth in following conditions applies: (i) Selecta has the right to engage with a CMO pursuant to Section 6.1(but only so long as such right under Section 6.1 exists); or (ii) a termination of this Agreement by Selecta under Section 7.1(d)(ii) and to retain all recoveries therefrom, and LTS shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein shall require LTS to join any such action as a party to any such action12.2. For clarity, the Parties intend that NeurogesX shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(ii) without LTS joining as a if Selecta’s and its Affiliates’ co-plaintiffexclusive rights are triggered pursuant to Section 2.1(b)(ii), then Selecta and its Affiliates will have the right to exercise its co-exclusive rights through any of Selecta, any of its Affiliates or a Third Party. (c) an exclusive license, with the right to sublicense in accordance with Section 2.2 only, under the 3SBio Patent Rights and 3SBio Know-How, to Manufacture and have Manufactured Selecta Products in the Field in the Territory using Licensed Compounds or Licensed Products supplied by 3SBio (unless one or more of the conditions of Section 2.1(b) applies).

Exclusive License. Accordingly, the Parties grant to each other licenses under the Joint IP (which to avoid any doubt for purposes of these licenses includes all patent applications and patents claiming the inventions included therein) as follows: (i) NeurogesX Inspire hereby grants to LTS an exclusive (even as to NeurogesX)BII, royalty-freeand BII hereby accepts, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide license under with effect from the Joint IP to [***] Notwithstanding Section 7.3 below, LTS shall have Effective Date and continuing for the [***] to enforce the Joint IP against infringement within the scope of the license period set forth in this Section 7.1(d)(iClause 3.4, an exclusive right and license (with the right to sublicense) in the Field under the Inspire IP to develop, market, distribute and to retain [***] recoveries therefrom, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX to join any such action as a party to any such action. For clarity, sell the Parties intend that LTS shall have sufficient rights to enforce such Joint IP as set forth Product in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiffthe BII Territory. (ii) LTS Furthermore, Inspire hereby grants to NeurogesX BII, and BII hereby accepts, with effect from the Effective Date and continuing for the period set forth in Clause 3.4, a Semi-exclusive right and license in the Field under the Inspire IP (with the right to sublicense) to manufacture, or have manufactured, the Product both in (a) the BII Territory, and (b) in the Inspire Territory but solely for the development, marketing, distribution and sale of the Product in the BII Territory. (iii) Inspire hereby grants to BII, and BII hereby accepts, on a country-by-country basis, from the time of finalising the OTC-Switch for the Product in a given country of the Inspire Territory subject to all requirements of Clause 7 and continuing for the period set forth in Clause 3.4, an exclusive right and license in the Field under the Inspire IP (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect right to sublicense) to develop, manufacture, market, distribute and sell the omitted portions. perpetualProduct as OTC-Product for use in such country of the Inspire Territory. (iv) For the avoidance of doubt, irrevocable, worldwide license under the Joint IP to make, have made, use, sell, offer to sell, and import product candidates and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and products. Notwithstanding Section 7.3 below, NeurogesX BII shall have the sole right right, but not the obligation, to enforce the Joint IP against infringement within the scope avail itself of the license set forth in rights granted hereunder. Inspire shall not claim any damages or reimbursement due to the fact that BII does not exercise the rights granted under this Section 7.1(d)(ii) and to retain all recoveries therefrom, and LTS shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein shall require LTS to join any such action as a party to any such actionClause 3. For claritythe avoidance of doubt, however, the Parties intend acknowledge and agree that NeurogesX shall have sufficient this Clause 3.1(iv) will not affect the obligations of BII to manufacture and provide Compound to Inspire pursuant to the Supply Agreement. All of the exclusive rights and licences (but not the Semi-exclusive rights and licenses) granted to enforce such Joint IP as set forth in BII pursuant to this Section 7.1(d)(ii) without LTS joining as a co-plaintiffClause 3.1 will be to the exclusion of all other parties including Inspire and its Affiliates.

Exclusive License. AccordinglySubject to the terms and conditions of this Agreement, the Parties grant to each other licenses under the Joint IP (which to avoid any doubt for purposes of these licenses includes all patent applications and patents claiming the inventions included therein) as follows: (i) NeurogesX ANTHERA hereby grants to LTS ZENYAKU, during the Term, (a) an exclusive (even as to NeurogesXANTHERA, except as described below) license, with the right to grant sublicenses through one or multiple tiers of sublicense (solely as permitted in accordance with Section 2.3, and subject to Section 2.4), royalty-freeunder the ANTHERA Technology solely to develop, fully-paiduse, freely sublicensable sell, have sold, offer for sale and import Compounds and Products in the Field in the ZENYAKU Territory (though one or more layers of sublicensees without consentthe “License”), perpetual, irrevocable, worldwide license under the Joint IP to [***] Notwithstanding Section 7.3 below, LTS shall have the [***] to enforce the Joint IP against infringement within the scope of the license set forth in this Section 7.1(d)(i(b) and to retain [***] recoveries therefroma co-exclusive (with ANTHERA, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX except to join any such action the extent provided to be exclusive even as a party to any such action. For clarity, the Parties intend that LTS shall have sufficient rights to enforce such Joint IP ANTHERA as set forth in this Section 7.1(d)(i2.1) without NeurogesX joining license, with the right to grant sublicenses to Third Party contract manufacturers solely as a co-plaintiff. permitted in Section 4.9, under the ANTHERA Technology solely to make and have made Compounds and Products in the Field anywhere in the world for purposes of developing Compounds and Products for and offering for sale and selling Compounds and Products in the ZENYAKU Territory (ii) LTS hereby grants to NeurogesX an exclusive (even as to LTSthe “Manufacturing License”), royaltysuch Manufacturing License shall only be practiced as expressly permitted by this Agreement pursuant to Sections 6.2, 7.1, 13.3 and/or the terms of the Product Supply Agreement; and (c) a non-freeexclusive right, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect right to sublicense to contractors as permitted in Section 2.3, under the ANTHERA Technology (and all counterparts to the omitted portions. perpetual, irrevocable, worldwide license under the Joint IP to make, have made, use, sell, offer to sell, and import product candidates and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and products. Notwithstanding Section 7.3 below, NeurogesX shall have the sole right to enforce the Joint IP against infringement ANTHERA Technology within the scope ANTHERA Territory) solely to perform or have performed assays in the ANTHERA Territory, solely in support of ZENYAKU’s Compound and Product development activities for Compounds and Products in the license set forth Field in this Section 7.1(d)(ii) and the ZENYAKU Territory; provided that ZENYAKU shall provide ANTHERA with prior written notice of any assay work to retain all recoveries therefrombe performed in the ANTHERA Territory. Unless the parties otherwise mutually agree in writing, and LTS the License shall cooperate with NeurogesXnot include the right for ZENYAKU, at NeurogesX’s reasonable request and expense; however, nothing herein shall require LTS its Affiliates or sublicensees to join any conduct clinical trials of Compound or Product in the ANTHERA Territory (regardless of whether such action as a party clinical trials are in generation of data to any such actionsupport Regulatory Approvals of Compounds or Products in the ZENYAKU Territory). For clarity, the Parties intend License and Manufacturing License includes a sublicense under the rights granted to ANTHERA by Amgen under the Amgen Patents, including all rights of ANTHERA under the Amgen Agreement and Amgen Patents for Compounds and Products in the Field in the ZENYAKU Territory. The Manufacturing License, at such times as ZENYAKU is entitled to practice the Manufacturing License in accordance with this Agreement or the Product Supply Agreement, shall be exclusive even as to ANTHERA, except to the extent that NeurogesX shall have sufficient ZENYAKU elects to continue to obtain supply from ANTHERA at such time in accordance with this Agreement. The Manufacturing License, to be clear, is not to the exclusion of ANTHERA’s or an Other Licensee’s rights to enforce such Joint IP as set forth in this Section 7.1(d)(ii) without LTS joining as a co-plaintiffmanufacture or have manufactured Compounds and Products for purposes of supplying the ANTHERA Territory.

Exclusive License. AccordinglySubject to the proviso set out below, effective at the ----------------- closing contemplated by Section 4 @Home hereby grants, solely for Canada, to: (A) Rogers, an exclusive license to distribute, market and promote that portion of the Service which as contemplated in paragraph A above forms part of the Wave@Home Service in those jurisdictions in which Rogers is licensed from time to time by the Canadian Radio-television and Telecommunications Commission (the "CRTC") to operate a cable distribution undertaking; (B) Shaw, an exclusive license to distribute, market and promote that portion of the Service which as contemplated in paragraph A above forms part of the Wave@Home Service in those jurisdictions in which Shaw is licensed from time to time by the CRTC to operate a cable distribution undertaking; and (C) Rogers and Shaw jointly, an exclusive license to distribute, market and promote directly or through the grant of sub-licenses, that portion of the Service which as contemplated in paragraph A above forms part of the Wave@Home Service in Canada in addition to those jurisdictions referred to in sub-paragraph 2.1(A) and (B) above. The licenses referred to above are individually referred to as a "License" and collectively as the "Licenses". The Licenses shall include the exclusive, nontransferable (except as permitted by this term sheet) right and license to use all present and future @Home trade marks, technology, processes, know-how, documentation and techniques together with all related Intellectual Property Rights as may be developed, owned, acquired or licensed by @Home and as may be necessary in providing the Wave@Home Service in accordance with this term sheet and the right to use such trade marks with any other trade xxxx owned by Rogers or Shaw, or their sub- distributors, including the trade xxxx "Wave"; all in accordance with @Home's written trade xxxx standards and customary licensing guidelines a copy of which shall be appended to the definitive agreement to be entered into by the parties as contemplated in paragraph 7.1 below. Provided that, the Parties grant exclusivity of the Licenses shall terminate at @Home's option to each other licenses under be exercised within 90 days of the Joint IP relevant event (which to avoid any doubt for purposes such loss of these licenses includes all patent applications and patents claiming the inventions included therein) as follows:exclusivity shall be @Home's sole remedy): (i) NeurogesX hereby grants to LTS an exclusive (even as to NeurogesX), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide license under in the Joint IP to [***] Notwithstanding Section 7.3 below, LTS shall have the [***] to enforce the Joint IP against infringement within the scope case of the license set forth License granted to Rogers, if: 1. Rogers fails to reach the number of Homes Passed provided for in this Section 7.1(d)(i) and to retain [Schedule "D" attached hereto; or ***] recoveries therefrom, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX to join any such action as a party to any such action. For clarity, the Parties intend that LTS shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiff. (ii) LTS hereby grants to NeurogesX an exclusive (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. * Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the omitted portionspublic filing and have been filed separately with the Securities and Exchange Commission. 2. perpetualof the number of Homes Passed provided for in Schedule "D" Rogers has not attained subscribers to the Wave@Home Service equal to the Penetration Percentage set out in Schedule "D" by the end of the relevant year set out opposite thereto; (ii) in the case of the License granted to Shaw, irrevocableif: 1. Shaw fails to reach the number of Homes Passed provided for in Schedule "D" attached hereto; or 2. of the number of Homes Passed provided for in Schedule "D" Shaw has not attained subscribers to the Wave@Home Service equal to the Penetration Percentage set out in Schedule "D", worldwide license under by the Joint IP end of the relevant year set out opposite thereto; (iii) in the case of the License granted to makeRogers and Shaw jointly, have madeas to the province of Quebec, use, sell, offer to sellonly, and import product candidates and products only in respect to a French version of that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and products. Notwithstanding Section 7.3 below, NeurogesX shall have the sole right to enforce the Joint IP against infringement within the scope portion of the Service forming part of the Wave@Home Service, if Rogers and Shaw (directly or through an entity created by them for this purpose) are unable to enter into a sub-license agreement with Videotron Ltee by [**] with respect to the distribution of the Wave@Home Service by Videotron Ltee in those jurisdictions in which Videotron Ltee is licensed by the CRTC to operate a cable distribution undertaking. Rogers, Shaw and @Home shall together make the approach to Videotron Ltee. The time for performance of Rogers' and/or Xxxx'x obligations as set forth out above, shall be extended day-for-day by (1) to the extent that such failure is as a result of a failure by @Home to complete its obligations set out in this Section 7.1(d)(iiterm sheet, the number of days of any resulting delay in Rogers' and/or Xxxx'x performance of its obligations set out above; or (2) and the number of days Rogers' or Xxxx'x performance was prevented or delayed by the occurrence of a Force Majeure event; or (3) a cure period of six (6) months following notice by @Home to retain all recoveries therefromRogers or Shaw as applicable in the event of the failure to meet the levels referred to above. In the event of a loss of the exclusivity of the License, and LTS there shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein be a three (3) month transitional period following such loss of exclusivity during which period @Home shall require LTS to join not use or license any such action as a third party to any such action. For clarity, use the Parties intend that NeurogesX shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(ii) without LTS joining as a co-plaintifftrade xxxx @Home but may work with other service providers.

Exclusive License. AccordinglySubject to the proviso set out below, effective at the ----------------- closing contemplated by Section 4 @Home hereby grants, solely for Canada, to: (A) Rogers, an exclusive license to distribute, market and promote that portion of the Service which as contemplated in paragraph A above forms part of the Wave@Home Service in those jurisdictions in which Rogers is licensed from time to time by the Canadian Radio-television and Telecommunications Commission (the "CRTC") to operate a cable distribution undertaking; (B) Shaw, an exclusive license to distribute, market and promote that portion of the Service which as contemplated in paragraph A above forms part of the Wave@Home Service in those jurisdictions in which Shaw is licensed from time to time by the CRTC to operate a cable distribution undertaking; and (C) Rogers and Shaw jointly, an exclusive license to distribute, market and promote directly or through the grant of sub-licenses, that portion of the Service which as contemplated in paragraph A above forms part of the Wave@Home Service in Canada in addition to those jurisdictions referred to in sub-paragraph 2.1(A) and (B) above. The licenses referred to above are individually referred to as a "License" and collectively as the "Licenses". The Licenses shall include the exclusive, nontransferable (except as permitted by this term sheet) right and license to use all present and future @Home trade marks, technology, processes, know-how, documentation and techniques together with all related Intellectual Property Rights as may be developed, owned, acquired or licensed by @Home and as may be necessary in providing the Wave@Home Service in accordance with this term sheet and the right to use such trade marks with any other trade xxxx owned by Rogers or Shaw, or their sub- distributors, including the trade xxxx "Wave"; all in accordance with @Home's written trade xxxx standards and customary licensing guidelines a copy of which shall be appended to the definitive agreement to be entered into by the parties as contemplated in paragraph 7.1 below. Provided that, the Parties grant exclusivity of the Licenses shall terminate at @Home's option to each other licenses under be exercised within 90 days of the Joint IP relevant event (which to avoid any doubt for purposes such loss of these licenses includes all patent applications and patents claiming the inventions included therein) as follows:exclusivity shall be @Home's sole remedy): (i) NeurogesX hereby grants to LTS an exclusive (even as to NeurogesX), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide license under in the Joint IP to [***] Notwithstanding Section 7.3 below, LTS shall have the [***] to enforce the Joint IP against infringement within the scope case of the license set forth License granted to Rogers, if: 1. Rogers fails to reach the number of Homes Passed provided for in this Section 7.1(d)(i) and to retain [Schedule "D" attached hereto; or ***] recoveries therefrom, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX to join any such action as a party to any such action. For clarity, the Parties intend that LTS shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiff. (ii) LTS hereby grants to NeurogesX an exclusive (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. * Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the omitted portionspublic filing and have been filed separately with the Securities and Exchange Commission. 2. perpetual, irrevocable, worldwide license under the Joint IP to make, have made, use, sell, offer to sell, and import product candidates and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and products. Notwithstanding Section 7.3 below, NeurogesX shall have the sole right to enforce the Joint IP against infringement within the scope of the license number of Homes Passed provided for in Schedule "D" Rogers has not attained subscribers to the Wave@Home Service equal to the Penetration Percentage set forth out in Schedule "D" by the end of the relevant year set out opposite thereto; (ii) in the case of the License granted to Shaw, if: 1. Shaw fails to reach the number of Homes Passed provided for in Schedule "D" attached hereto; or 2. of the number of Homes Passed provided for in Schedule "D" Shaw has not attained subscribers to the Wave@Home Service equal to the Penetration Percentage set out in Schedule "D", by the end of the relevant year set out opposite thereto; (iii) [**] The time for performance of Rogers' and/or Xxxx'x obligations as set out above, shall be extended day-for-day by (1) to the extent that such failure is as a result of a failure by @Home to complete its obligations set out in this Section 7.1(d)(iiterm sheet, the number of days of any resulting delay in Rogers' and/or Xxxx'x performance of its obligations set out above; or (2) and the number of days Rogers' or Xxxx'x performance was prevented or delayed by the occurrence of a Force Majeure event; or (3) a cure period of six (6) months following notice by @Home to retain all recoveries therefromRogers or Shaw as applicable in the event of the failure to meet the levels referred to above. In the event of a loss of the exclusivity of the License, and LTS there shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein be a three (3) month transitional period following such loss of exclusivity during which period @Home shall require LTS to join not use or license any such action as a third party to any such action. For clarity, use the Parties intend that NeurogesX shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(ii) without LTS joining as a co-plaintifftrade xxxx @Home but may work with other service providers.

Exclusive License. Accordingly3SBio, the Parties grant for itself and on behalf of its Affiliates, hereby grants to each other licenses under the Joint IP (which to avoid any doubt for purposes of these licenses includes all patent applications Selecta and patents claiming the inventions included therein) as followsits Affiliates: (ia) NeurogesX hereby grants to LTS an exclusive (even as to NeurogesX3SBio and its Affiliates, but subject to Section 5.3(c)) license, royalty-freewith the right to sublicense in accordance with Section 2.2 only, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide license under the Joint IP 3SBio Patent Rights and 3SBio Know-How, to [***] Notwithstanding Section 7.3 below, LTS shall have the [***] to enforce the Joint IP against infringement within the scope of the license set forth in this Section 7.1(d)(i) and to retain [***] recoveries therefrom, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX to join any such action as a party to any such action. For clarity, the Parties intend that LTS shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiff. (ii) LTS hereby grants to NeurogesX an exclusive (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perpetual, irrevocable, worldwide license under the Joint IP to makeuse, have made, useused, sell, have sold, offer to sell, have offered to sell, import, have imported, research, have researched, Develop, have Developed, distribute, have distributed, Commercialize, have Commercialized, and import product candidates otherwise exploit or have exploited (but not Manufacture or have Manufactured) Licensed Compounds and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and productsProducts in the Field in the Territory. Notwithstanding Section 7.3 below, NeurogesX shall have The foregoing license grant includes the sole right to enforce the Joint IP against infringement disclose or make reference to all Regulatory Approvals, Regulatory Filings and correspondence (including DMFs) as necessary for Development and Commercialization contained within the scope 3SBio Know-How. (b) a co-exclusive license (only with respect to 3SBio and its Affiliates), with the right to sublicense in accordance with Section 2.2 only, under the 3SBio Patent Rights and 3SBio Know-How, to Manufacture and have Manufactured (including directly with one or more CMOs) Licensed Compounds and Licensed Products in the Field in the Territory subject to Section 6.1 and Section 6.4. (c) an exclusive license, with the right to sublicense in accordance with Section 2.2 only, under the 3SBio Patent Rights and 3SBio Know-How, to Manufacture and have Manufactured (including directly with one or more CMOs) Selecta Products in the Field in the Territory using Licensed Compounds or Licensed Product Drug Substance supplied by 3SBio (unless one or more of the license set forth in this conditions of Section 7.1(d)(ii2.1(b) and apply that would allow Selecta or its CMOs to retain all recoveries therefrom, and LTS shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein shall require LTS to join any such action as a party to any such actionmanufacture Licensed Product Drug Substance). For clarity, the Parties intend that NeurogesX Selecta shall have sufficient rights the exclusive right to enforce such Joint IP as set forth fill finish Licensed Product Drug Substance manufactured by 3SBio in this Section 7.1(d)(ii) without LTS joining as a co-plaintiffthe Field and in the Territory.

Exclusive License. AccordinglySubject to the terms and conditions set forth in this Agreement, the Parties grant to each other licenses under the Joint IP (which to avoid any doubt for purposes of these licenses includes all patent applications and patents claiming the inventions included therein) as follows: (i) NeurogesX Harvard hereby grants to LTS Licensee an exclusive (even as to NeurogesX)exclusive, worldwide, royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide bearing license under its interest in the Joint IP Composition of Matter Claims, the Non-Screening Method Claims and the Technology Transfer Materials solely to [***] Notwithstanding Section 7.3 belowdevelop, LTS shall make, have made, offer for sale, sell, have sold and import Licensed Products for use solely in the [***] Field; provided, however, that: 2.1.1.1 Harvard retains the right, for itself and for other not-for-profit research organizations, to enforce practice the Joint IP against infringement Patent Rights and to use the Technology Transfer Materials within the scope of the license set forth in this Section 7.1(d)(i) granted above, solely for research, educational and to retain [***] recoveries therefromscholarly purposes and not for the purpose of commercial manufacture, and NeurogesX shall cooperate with LTSmarketing, at LTS’ reasonable request and expense; howeversale, distribution or provision of services for a fee. For the avoidance of doubt, nothing herein shall require NeurogesX to join be construed as permitting Harvard or any such action as a party not-for-profit research organization to grant rights to any such action. For clarity, the Parties intend that LTS shall have sufficient rights for-profit sponsor to enforce such Joint IP as set forth in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiff. (ii) LTS hereby grants to NeurogesX an exclusive (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one Patent Rights or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perpetual, irrevocable, worldwide license under the Joint IP to make, have made, use, sell, offer to sell, and import product candidates and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and products. Notwithstanding Section 7.3 below, NeurogesX shall have the sole right to enforce the Joint IP against infringement Technology Transfer Materials within the scope of the license set forth granted above. Harvard shall not provide, transfer, or grant any right to practice or use, any biological or chemical materials within the Technology Transfer Materials to any not-for-profit research organization except pursuant to a written agreement that is consistent with the provisions of this Agreement and the rights granted to Licensee under this Agreement. Harvard shall provide written CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. notice to Licensee if it enters into an agreement with any other not-for-profit research organization in which it grants the right to practice the Patent Rights and/or to use the Technology Transfer Materials in accordance with this Section 2.1.1.1; 2.1.1.2 the United States federal government retains rights in the Patent Rights pursuant to 35 U.S.C. §§ 200-212 and 37 C.F.R. § 401 et seq., and any right granted in this Section 7.1(d)(ii) Agreement greater than that permitted under 35 U.S.C. §§ 200-212 or 37 C.F.R. § 401 et seq. will be subject to modification as may be required to conform to the provisions of those statutes and to retain all recoveries therefrom, and LTS regulations; and 2.1.1.3 Licensee shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein shall require LTS to join any such action as a party not transfer Technology Transfer Materials to any such actionthird party, other than to Affiliates, Sublicensees, Distributors and Subcontractors. For clarity, the Parties intend that NeurogesX shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(ii) without LTS joining as a co-plaintiffTHE TECHNOLOGY TRANSFER MATERIALS SHALL NOT BE USED IN HUMANS.