Common use of License Agreement Clause in Contracts

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies of the License Agreement as of the Effective Date. (b) Sublicensee acknowledges and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions of the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. (a) Sublicensor has provided Sublicensee with true Other than the Transaction Documents and complete copies the License Agreement, there is no contract, agreement or other arrangement (whether written or oral) to which the Seller or any of its Subsidiaries is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on, affects or otherwise relates in any material respect to the Purchased Assets, the License Agreement or the Opiant Technology, or (ii) for which breach, nonperformance, cancellation or failure to renew would reasonably be expected to result in a Material Adverse Change. To the knowledge of Seller, as of the Effective DateClosing Date there are no Product Agreements other than the License Agreement. Except for the License Amendment, the License Agreement has not been amended or modified. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (b) Sublicensee acknowledges The Seller has provided to the Purchaser true, correct and agrees that complete copies of (i) the sublicense granted under Section 2(aLicense Agreement, (ii) below is subject all royalty reports delivered to the Seller by Licensee pursuant to the License Agreement and (iii) all material notices and correspondence delivered to, or by, the Seller pursuant to, or relating to, the License Agreement since December 15, 2014. (c) The License Agreement is in full force and Sublicensee shall comply witheffect and is the legal, valid and binding obligation of the Seller and, to the knowledge of the Seller, Licensee, enforceable against the Seller and, to the knowledge of the Seller, Licensee in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and principles of public policy. The execution and delivery of, and performance of obligations under, the License Agreement were and are within the powers of the Seller and, to the knowledge of the Seller, Licensee. The License Agreement was duly authorized by all applicable terms necessary action on the part of, and conditions validly executed and delivered by, the Seller and, to the knowledge of the Seller, Licensee. The Seller is not in breach or violation of or in default under the License Agreement which would reasonably be expected to result in a Material Adverse Change. There is no event or circumstance that, upon notice or the passage of time, or both, could reasonably be expected to constitute or give rise to any breach or default in the performance of the License Agreement in accordance with by the following schedule:Seller or, to the knowledge of the Seller, Licensee. (id) Upon The Seller has not waived any rights or defaults under the Initial ClosingLicense Agreement or released Licensee, in whole or in part, from any of its obligations under the License Agreement. The Seller and Licensee have not agreed to amend or waive any provision of the License Agreement, and effective as there is no current proposal to do so. (e) To the knowledge of the Initial Closing dateSeller, without limiting no event has occurred that would give the foregoingSeller or Licensee the right to terminate the License Agreement or cease paying Royalties or any other amounts thereunder. The Seller has not received any notice of an intention by Licensee to terminate or breach the License Agreement, in whole or in part, or challenging the terms validity or enforceability of the License Agreement are hereby incorporated by reference in this or the obligation to pay the Royalties or any other amounts under the License Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided or that any notices the Seller or communications required to be provided to Licensor Licensee is in default of its obligations under any the License Agreement. To the knowledge of the foregoing shall be provided Seller, there is no default, violation or breach by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in Licensee under or of the License Agreement. Subject to and to the extent permitted under the terms The Seller has not given Licensee any notice of termination of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation in whole or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithpart. (iif) At Except as provided in the License Agreement, the Seller is not a party to any time after agreement providing for or permitting a sharing of, or Set-off or deduction against, the Second ClosingRoyalties or any other amounts payable under the License Agreement to the Seller. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (g) The Seller has not consented to an assignment by Licensee of any of Licensee’s rights or obligations under the License Agreement, at and the sole election Seller is not aware of any such assignment by Licensee. To the knowledge of the SublicenseeSeller, Sublicensee will have Licensee has not granted any sublicense under the right Intellectual Property Rights to transfer any Third Party. Except as contemplated by Section 2.1(a) and Section 2.1(d), the Seller has not assigned, in whole or in part, and has not granted, incurred or suffered to exist any Liens on the License Agreement, the Purchased Assets or any of the Seller’s right, title or interest in full and to the Opiant Technology (other than, in the case of the Opiant Technology, the License Agreement). (h) Neither the Seller nor Licensee has made any claim of indemnification under the License Agreement. (i) The Seller has not exercised its rights to conduct an audit under the License Agreement. (j) To the knowledge of the Seller, the Seller has received all related intellectual property rights from Sublicensor amounts owed to Sublicenseeit under the License Agreement. The Seller has received (A) each payment pursuant to Section 5.1 of the License Agreement and each payment that was due prior to the date hereof pursuant to Section 5.4 of the License Agreement and (B) each applicable milestone payment pursuant to Sections 5.2.1 and 5.2.2 of the License Agreement. No payments under Sections 5.2.3, and upon such transfer all sections 5.2.4, 5.2.5, 5.2.6 or 5.3 of the License Agreement have become payable or have been paid as of the date hereof. No payments under Section 5.4.2 of the License Agreement shall be applicable due and payable from and after the date hereof. (k) Licensee has not provided the Seller with any notice or document pursuant to Sections 3.3.1(b), 4.3.1, 5.5, 11.1 or 11.6 of the Sublicensee as if it were a License Agreement, and the Seller has not provided Licensee with any notice pursuant to Sections 4.3.3, 11.1 or 11.6 of the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution The Seller has reached the Lightlake Cost Cap described in Section 3.8.1 of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (cl) Capitalized terms Except as set forth on Schedule 3.6, no Generic Competition for Narcan® or Third Party Royalty in respect of Narcan® has occurred as of the date hereof and, to the knowledge of the Seller as of the date hereof, no Third Party has developed or is developing a Generic Product. To the knowledge of the Seller, no Product other than Narcan®, and no product containing any Product in combination with another active ingredient, has been or is being developed by Licensee or the Seller. The Seller has not received any communication indicating that are not otherwise defined Licensee has made any determination or election pursuant to clause (i) or (ii) of Section 5.5 of the License Agreement. (m) Except as set forth on Schedule 3.13(m), all of the representations and warranties of Seller in this the License Agreement will have remain true and correct as if made on the meanings given to such terms date hereof, except for the effects of the transactions set forth in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible . Confidential Treatment has been requested for notifying the Regents portions of this Agreement and providing exhibit. The copy filed herewith omits the Regents a copy and summary of information subject to the material terms confidentiality request. Omissions are designated as “****”. A complete version of this Agreement within thirty (30) days of exhibit has been filed separately with the Effective Date, in compliance with Paragraph 3.3 of the License Agreement Securities and guarantee all monies due the Regents under the SublicenseExchange Commission.

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies To ensure that the intent of the parties as set forth in the License Agreement as is properly implemented: • Paragraphs (e) and (f) in the definition of “Excluded Purchaser Liabilities” will include all Liabilities that are attributable to sales of all Licensed Products and Inventory, including those sales made by Bayer or an Affiliate of Bayer after the Effective Date. (b) Sublicensee acknowledges and agrees that Closing for the sublicense granted benefit of Purchaser pursuant to the Transition Services Agreement, the License Agreement, or this Agreement excluding Liabilities Bayer must indemnify a Purchaser Indemnified Person for under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions of the License Agreement or this Agreement; • In the event that Bayer is determined by a taxing authority to be liable for income tax, or tax in lieu of income tax such as gross receipts tax, and Bayer and/or its Affiliates did not actually receive the income or gross receipts on which such tax was based, and such tax would not have arisen but for the this Inventory Agreement, then Purchaser shall promptly reimburse Bayer for such tax. Notwithstanding the foregoing, Purchaser shall not reimburse Bayer in connection for any transfer pricing adjustments imposed by taxing authorities that arise from Bayer’s internal transfer pricing. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. • All sales of Inventory and Supplied Inventory billed by either Purchaser or Bayer or any of their Affiliates shall be counted for purposes of calculating Net Sales (adjusted as set forth in the definition of “Net Sales”) in the License Agreement. • Any Licensed Product sold by Bayer or its Affiliates on behalf of Purchaser or its Affiliates shall be deemed sold by Purchaser. Any returns of such Licensed Product shall be handled in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in Section 9.10.4 of the License Agreement. Subject to and to the extent permitted under the terms • Bayer will maintain adequate insurance coverage of the License Agreement, Sublicensee will have Inventory in Bayer’s possession for any casualty losses until the right to control Turnover Date. In the case of any third party infringement, invalidation casualty or other claims with insured loss of Inventory for which Purchaser has paid Bayer, Bayer will remit to Purchaser any insurance proceeds it receives in respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewiththereof. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. (a) Sublicensor has provided Sublicensee with true Attached hereto as Exhibit G are true, correct, and complete copies of the License Agreement and all Royalty Reports received by Seller from UT as of the Effective Datedate hereof. (b) Sublicensee acknowledges Other than the Transaction Documents and agrees that except as set forth in Section 3.10(b) of the sublicense granted under Section 2(aDisclosure Schedules, there is no contract, agreement or other arrangement (whether written or oral) below is subject tobetween Seller, on the one hand, and Sublicensee shall comply witha Third Party, all on the other hand, that creates a Lien on the Purchased Assets, the Royalty Interests, the License Agreement, the Supply Agreement or the MannKind Patents. (c) The License Agreement is in full force and effect and is the legal, valid, and binding obligation of Seller and UT, and is enforceable against Seller and UT, in accordance with its terms, except as may be limited by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and by applicable terms bankruptcy, insolvency, moratorium and conditions other similar Laws of general application relating to or affecting creditors’ rights generally. Seller has not received any written notice from or on behalf of UT challenging or threatening to challenge the validity or enforceability of the License Agreement in accordance with or any obligation of UT thereunder, including any obligation to pay the following schedule: (i) Upon the Initial ClosingRoyalty Interests or any other payment thereunder, and effective as of the Initial Closing date, without limiting the foregoing, the terms of or to terminate the License Agreement are hereby incorporated by reference or alleging that Seller is in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under default of any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted its obligations under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (cd) Capitalized terms that are Seller has not otherwise defined breached, and is not in this Agreement will have the meanings given to such terms violation or default under, any of its obligations in the License Agreement. To the Knowledge of Seller, UT has not breached, and is not in violation or if not defined thereindefault under, any of its obligations in the SSPALicense Agreement. (de) Sublicensor is responsible for notifying Other than the Regents UT Consent, Seller has not granted or been granted any written waiver under the License Agreement or released UT, in whole or in part, from any of this Agreement and providing its obligations under the Regents a copy and summary License Agreement. Other than the UT Consent, there are no modifications (or pending requests therefor) in respect of the material terms of this Agreement within thirty (30) days License Agreement. Other than the UT Consent, Seller has not received from UT any proposal, and has not made any proposal to UT, to amend or waive any provision of the Effective DateLicense Agreement. (f) To the Knowledge of Seller, no event has occurred that, upon notice or the passage of time or both, would reasonably be expected to give rise to a breach of any of the obligations of Seller or UT under the License Agreement, or, to the Knowledge of Seller, that would otherwise give Seller or such party the right to terminate the License Agreement or give UT the right to cease paying the Royalty Interests thereunder. Seller has not given UT any notice of termination of the License Agreement, in compliance whole or in part. (g) Neither Seller nor, to the Knowledge of Seller, UT, has sublicensed, assigned, sold, or transferred the License Agreement or any of its rights, interests, or obligations thereunder (including with Paragraph 3.3 respect to the Royalty Interests) to any Person, and Seller has not consented to any such sublicense, assignment, sale or transfer by UT. Except as contemplated by the Transaction Documents, Seller has not encumbered, assigned, sold or transferred, in whole or in part, any of Seller’s right, title, or interest in or to the Royalty Interests under the License Agreement. (h) UT has not exercised the Option under Section 2.6 of the License Agreement. Seller has not exercised its rights to conduct an audit under Section 7.6 of the License Agreement. (i) Neither Seller nor any of its Affiliates has developed, manufactured, commercialized, or authorized any third party to develop, manufacture or commercialize a Competing Product in violation of Section 2.5(a) of the License Agreement. To the Knowledge of Seller, neither UT nor any of its Affiliates has developed, manufactured, commercialized or authorized any Third Party to develop, manufacture or commercialize any product (other than Product) containing or comprising any dry powder formulation of API that is or is intended to be primarily administered in or through the lungs. (j) Seller has received all amounts indicated on Royalty Reports received to date as being owed to Seller under Section 6.3 of the License Agreement, to the extent such amounts have come due. To the Knowledge of Seller, the amounts indicated on such Royalty Reports as payable to Seller under Section 6.3 of the License Agreement are accurate for the periods covered by such Royalty Reports. (k) Seller has not sent or received any written notice of any dispute to or from UT for resolution pursuant to Article 14 of the License Agreement. (l) There are no agreements between Seller or, to the Knowledge of Seller, UT, and guarantee all monies due any Third Party (including UT) that would give rise to a right of UT to reduce any payment under Section 6.3 of the Regents License Agreement pursuant to Section 6.3(b) of the License Agreement, and to the Knowledge of Seller, there are no ongoing discussions related to any such agreements. (m) The Royalty Product is a Product. (n) Neither Seller nor UT has made any claim of indemnification under the SublicenseLicense Agreement or the Supply Agreement. (o) The agreement listed in Section 3.10(o) of the Disclosure Schedules does not contain terms or provisions related to the timing, amount or duration of the Purchased Assets or any of the Specified Rights. Seller’s and UT’s continued performance of their respective obligations under each of the Ancillary Agreements, and the agreement listed in Section 3.10(o) of the Disclosure Schedules would not reasonably be expected to have an adverse effect on (A) the timing, amount or duration of the Purchased Assets or (B) the Specified Rights or otherwise reasonably be expected to result in a Material Adverse Effect.

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies of Other than the License Agreement as and the Ancillary Agreements, there is no contract, agreement or other arrangement (whether written or oral) to which Seller, Parent, or any of their Subsidiaries is a party or by which any of their respective assets or properties is bound or committed for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have an adverse effect on the timing, amount, duration or value in any material respect of the Effective Datepayments to be made to Purchasers in respect of their respective Purchased Interests or their right to receive such payments. (b) Sublicensee acknowledges Concurrent with the closing of the transactions contemplated by this Agreement, Parent and agrees that Seller have provided the sublicense granted under Section 2(aPurchaser Directors with a true, correct and complete copy of (i) below is subject the License Agreement and Supply Agreement and (ii) all material notices and correspondences delivered to, and Sublicensee shall comply withor by, all applicable terms and conditions Seller or Parent pursuant to, or relating to, the Purchased Interests, the License Agreement or the Ancillary Agreements since December 11, 2017. (c) Each of the License Agreement and the Ancillary Agreements is in full force and effect and is the legal, valid and binding obligation of Parent, Almirall and Almirall LLC, enforceable against each of them in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors' rights generally and general equitable principles, and immediately following the following schedule:Closing, each of the License Agreement and the Ancillary Agreements will continue in full force and effect, without modification (except for any modification of the License Agreement provided for in the Almirall Instruction), and each is, and immediately after the Closing, shall remain, the legal, valid and binding obligation of Parent and, to the Knowledge of Seller and Parent, Almirall and Almirall LLC, enforceable against Parent and, to the Knowledge of Seller and Parent, Almirall and Almirall LLC, in accordance with its respective terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, the UCC, and general equitable principles. The execution, delivery and performance of the License Agreement and the Ancillary Agreements was and is within the corporate powers of Parent and, to the Knowledge of Seller, Almirall and Almirall LLC. The License Agreement and each of the Ancillary Agreements was duly authorized by all necessary action on the part of, and validly executed and delivered by, Parent and, to the Knowledge of Seller and Parent, Almirall and Almirall LLC. There is no breach or default, or event which upon notice or the passage of time, or both, reasonably would be expected to give rise to any breach or default, in the performance of the License Agreement or the Ancillary Agreements by Parent, and, to the Knowledge of Seller and Parent, there is no breach or default, or event which upon notice or the passage of time, or both, reasonably would be expected to give rise to any breach or default, in the performance of the License Agreement or any of the Ancillary Agreements by Almirall or Almirall LLC. (d) Seller and Parent have not waived any rights or defaults under the License Agreement or any Ancillary Agreement or released Almirall or Almirall LLC, in whole or in part, from any of Parent’s obligations under the License Agreement or any Ancillary Agreement. There are no oral waivers or modifications (or pending requests therefor) in respect of the License Agreement or any Ancillary Agreement. Neither Seller, Parent, Almirall nor Almirall LLC has agreed to amend or waive any provision of the License Agreement or any Ancillary Agreement. (e) To the Knowledge of Parent and Seller, no event has occurred that would give Almirall or Almirall LLC the right to terminate the License Agreement or any Ancillary Agreement, cease paying Royalties or Milestone Interests under the License Agreement or take any Impermissible Set-off or other Set-off against Royalties or Milestone Interests under the License Agreement. Neither Seller nor Parent has received any notice from Almirall or Almirall LLC (i) asserting that Almirall or Almirall LLC intends to terminate or breach the License Agreement or any Ancillary Agreement, in whole or in part, (ii) asserting that Almirall or Almirall LLC intends to challenge the validity or enforceability of the License Agreement or any Ancillary Agreement or the obligation to pay any portion of the Royalties or Milestone Interests under the License Agreement, (iii) asserting that Almirall or Almirall LLC intends to take any Impermissible Set-off or other Set-off against Royalties or Milestone Interests under the License Agreement, or (iv) alleging that Parent, Almirall or Almirall LLC is in default of its obligations under the License Agreement or any Ancillary Agreement. To the Knowledge of Seller and Parent, there has been no default, violation or breach by Almirall or Almirall LLC under the - 48 - License Agreement or any Ancillary Agreement. Neither Seller nor Parent has any intention of terminating the License Agreement or any Ancillary Agreement and neither Seller nor Parent has given Almirall or Almirall LLC any notice of termination of the License Agreement or any Ancillary Agreement, in whole or in part. (f) Neither Seller nor Parent has received any written notice from Almirall or Almirall LLC indicating that Almirall or Almirall LLC has entered into any sublicense pursuant to Section 2.2(b) of the License Agreement and, to the Knowledge of Seller and Parent, neither Almirall nor Almirall LLC has entered into any such sublicense. (g) Neither Seller nor Parent has consented to an assignment by Almirall or Almirall LLC of any of Almirall’ s or Almirall LLC’s rights or obligations under the License Agreement or any Ancillary Agreement, and to the Knowledge of Seller and Parent, no such assignment by Almirall or Almirall LLC has been made. Except as provided in the Oaktree Credit Agreement, neither Seller nor Parent has assigned, in whole or in part, or granted, incurred or suffered to exist any Lien on the License Agreement, any Ancillary Agreement or the Purchased Interests. (h) None of Seller, Parent, Almirall, Almirall LLC or any other Person has made any claim of indemnification under the License Agreement or the Ancillary Agreements. (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required Neither Seller nor Parent has exercised rights to be provided to Licensor conduct an audit under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (cj) Capitalized terms Neither Seller nor Parent has received any notice from Almirall or Almirall LLC advising Seller or Parent that are not otherwise defined the obligation of Almirall and Almirall LLC to pay Royalties in this Agreement will have a particular country in the meanings given Territory could end before the expiration of the last to expire Valid Claim of the Athenex Patent Rights in such terms in country covering the Licensed Products (or the use or manufacture thereof). (k) As of the Effective Date and Closing Date, as applicable, no proof of concept Phase II Clinical Study has been completed or proposed under the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 . Pursuant to Section 4.3 of the License Agreement (after giving effect to the footnote to Milestone #5 under License Agreement and guarantee Milestone #6 under License Agreement), with respect to each of Milestone #5 under License Agreement and Milestone #6 under License Agreement, Seller would be entitled to receive (i) [*] percent ([*]%) of such milestone if the Licensed Product is approved in an Additional Indication (Milestone #5 under License Agreement) or a second Additional Indication (Milestone #6 under License Agreement) and either (A) a proof of concept Phase II Clinical Study is not performed with respect to such Additional Indication, or (B) a proof of concept Phase II Clinical Study is performed with respect to such Additional Indication, but such Phase II Clinical Study is performed by Almirall and/or Almirall LLC at Almirall or Almirall LLC’s entire cost, or (C) a proof of concept Phase II Clinical Study is performed with respect to such Additional Indication, but such Phase II Clinical Study is performed by Seller (and/or Parent) at Seller’s (and Parent’s) entire cost, and (ii) [*] percent ([*]%) of such milestone if a proof of concept Phase II Clinical Study with respect to such Additional Indication is performed by Seller (and/or Parent), but Almirall and/or Almirall LLC elected to fund all monies due out of pocket expenses incurred by Seller (and Parent) in conducting such Phase II Clinical Study. Pursuant to Section 4.3 of the Regents License - 49 - Agreement, Seller is entitled to receive the full amount of Milestone #5 under License Agreement and Milestone #6 under License Agreement if the SublicenseLicensed Product is approved in two Additional Indications in the U.S. and Almirall and/or Almirall LLC conducts Phase II Clinical Studies with respect to such Additional Indications at Almirall’s and Almirall LLC’s sole cost and expense. Almirall’s and Almirall LLC’s right to reduce Milestone #5 under License Agreement and Milestone #6 under License Agreement only applies where Seller performs the proof of concept Phase II Clinical Study with respect to such Additional Indications but Almirall and/or Almirall LLC elects to fund all out of pocket expenses incurred by Seller in conducting such Phase II Clinical Studies. (l) Neither Parent nor any of its Affiliates has developed or is developing any New Product and Parent has not offered, and has no plans to offer, to Almirall or Almirall LLC to enter into any New Product Transaction pursuant to Section 5.2(aa) of the License Agreement. Parent has not provided any Negotiation Notice to Almirall or Almirall LLC under Section 5.2(aa) of the License Agreement.

License Agreement. (aa. Schedule 3.9(a) Sublicensor has provided Sublicensee with true sets forth true, correct and complete copies of: i. the License Agreement; and ii. the Technology Transfer Agreement. b. True, correct and complete copies of each of the following documents have been made available in the Data Room: i. all Royalty Reports delivered, as of the date of this Agreement, to Seller by Licensee pursuant to the License Agreement; and ii. all material written notices delivered, as of the date of this Agreement, to Seller by Licensee, or to Licensee by Seller, in each case since April 1, 2020 pursuant to the License Agreement in relation to the Royalty Payments and the Milestone Payments that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except, in each case, with respect to such notices relating to disputes that have been fully resolved prior to the date hereof and have, as part of that resolution, resulted in an amendment to the License Agreement. A complete copy of the Effective DateData Room will be made available to Purchaser at, or promptly following, the Closing, by (A) delivery of an electronic copy of the Data Room by Seller to Purchaser, or (B) making all of the contents of the Data Room available for downloading by Purchaser (in either case, the “Data Room Deliverable”). c. Each of the License Agreement and the Technology Transfer Agreement is (bi) Sublicensee acknowledges in full force and agrees that effect, (ii) the sublicense granted under Section 2(a) below is subject tolegal, valid and binding obligation of Seller and, to the Knowledge of Seller, Licensee, and Sublicensee shall comply with(iii) enforceable against Seller and, all applicable to the Knowledge of Seller, Licensee, in accordance with its terms, subject in each case, as to enforcement of remedies, to Bankruptcy Laws, general equitable principles and principles of public policy. d. Seller is not in breach or violation of, or in default under, the License Agreement or the Technology Transfer Agreement in any material respect, and, to the Knowledge of Seller, Licensee is not in breach or violation of, or in default under, the License Agreement or the Technology Transfer Agreement in any material respect, in each case, in such a manner that would reasonably be expected to adversely affect the value of the Purchased Receivables (including the timing, amount or duration thereof). e. Each of Nilemdo® (bempedoic acid) and Nustendi® (bempedoic acid and ezetimibe) is a Licensed Product. f. Seller has not waived its right to receive payment in respect of any portion of the Royalty Payments, in whole or in part, or released Licensee, in whole or in part, from its obligation to pay the Royalty Payments in accordance with the License Agreement. g. To the Knowledge of Seller, no event has occurred that would give (i) any party to the License Agreement or the Technology Transfer Agreement the right to terminate the License Agreement (except with respect to Section 13.2.1 of the License Agreement) or the Technology Transfer Agreement (except with respect to Section 5.5 of the Technology Transfer Agreement), as applicable, in whole or in part, or (ii) Licensee the right to cease paying the Royalty Payments under the License Agreement (except with respect to Section 13.2.1 of the License Agreement) in accordance with the terms and conditions thereof. Seller has not received any written notice from Licensee challenging the validity or enforceability of the License Agreement or the obligation to pay the Royalty Payments under the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as terms thereof. Seller has not received any notice of the Initial Closing date, without limiting the foregoing, the terms termination of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required Licensee pursuant to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in Section 13.2.1 of the License Agreement. Subject Seller has not agreed with Licensee to terminate the License Agreement in whole or in part. h. Seller has not consented to an assignment by Licensee of the License Agreement in whole or in part, and Seller does not have Knowledge of any assignment by Licensee of the License Agreement. i. Other than the License Agreement, there are no contracts (whether written or oral) between Seller and Licensee that adversely affect the value of the Purchased Receivables (including the timing, amount or duration thereof). j. Seller has received from Licensee all of the Royalty Payments and the Milestone Payments that Seller is entitled to receive pursuant to the License Agreement based on the information provided in the Royalty Reports that Seller has received from Licensee. To the Knowledge of Seller, Seller has not received any payments from Licensee on account of the Royalty Payments that would otherwise have comprised part of the Purchased Receivables. k. Licensee has not taken, and Seller has not received any written notice from Licensee expressing an intention by Licensee to take, any Licensee Deduction from any Royalty Payments or other amounts payable by Licensee to Seller pursuant to the License Agreement because of any amount owed or claimed owed from Seller or an Affiliate of Seller to Licensee, and to the extent permitted Knowledge of Seller, no event or condition exists that would permit Licensee to do so for such reason. l. To the Knowledge of Seller, (i) Licensee is not, and has not been in the three (3) years prior to the date of this Agreement, in violation of any Sanctions or Financial Crime Laws, and (ii) Licensee is not conducting, and has not conducted in the three (3) years prior to the date of this Agreement, any business dealings or activities in violation of Sanctions or in any other manner that would expose Seller to the risk of adverse measures pursuant to Sanctions. m. To the Knowledge of Seller, Licensee has not granted any sublicense pursuant to Section 8.1.2 of the License Agreement. n. Seller has not exercised its audit right under Section 9.6 of the terms License Agreement. o. Seller has not delivered to, or received from, Licensee a notice of dispute arising out of or in connection with the License Agreement, other than any dispute that has been fully resolved prior to the date hereof. p. Seller has not made any claim for indemnification by Licensee pursuant to Section 11.1 of the License Agreement, Sublicensee will have the right and Licensee has not made any claim for indemnification by Seller pursuant to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters Section 11.2 of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. q. Schedule 3.9(q) specifies the date of the first quarter during which the First Commercial Sale (c) Capitalized terms that are not otherwise as defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, ) for each Licensed Product in the SSPADSE Territory occurred. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. (a) Sublicensor has provided Sublicensee with true Other than the Transaction Documents and complete copies the License Agreement, there is no contract, agreement or other arrangement (whether written or oral) to which the Seller or any of its Subsidiaries is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on, affects or otherwise relates in any material respect to the Purchased Assets, the License Agreement or the Opiant Technology, or (ii) for which breach, nonperformance, cancellation or failure to renew would reasonably be expected to result in a Material Adverse Change. To the knowledge of Seller, as of the Effective DateClosing Date there are no Product Agreements other than the License Agreement. Except for the License Amendment, the License Agreement has not been amended or modified. (b) Sublicensee acknowledges The Seller has provided to the Purchaser true, correct and agrees that complete copies of (i) the sublicense granted under Section 2(aLicense Agreement, (ii) below is subject all royalty reports delivered to the Seller by Licensee pursuant to the License Agreement and (iii) all material notices and correspondence delivered to, or by, the Seller pursuant to, or relating to, the License Agreement since December 15, 2014. (c) The License Agreement is in full force and Sublicensee shall comply witheffect and is the legal, valid and binding obligation of the Seller and, to the knowledge of the Seller, Licensee, enforceable against the Seller and, to the knowledge of the Seller, Licensee in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and principles of public policy. The execution and delivery of, and performance of obligations under, the License Agreement were and are within the powers of the Seller and, to the knowledge of the Seller, Licensee. The License Agreement was duly authorized by all applicable terms necessary action on the part of, and conditions validly executed and delivered by, the Seller and, to the knowledge of the Seller, Licensee. The Seller is not in breach or violation of or in default under the License Agreement which would reasonably be expected to result in a Material Adverse Change. There is no event or circumstance that, upon notice or the passage of time, or both, could reasonably be expected to constitute or give rise to any breach or default in the performance of the License Agreement in accordance with by the following schedule:Seller or, to the knowledge of the Seller, Licensee. (id) Upon The Seller has not waived any rights or defaults under the Initial ClosingLicense Agreement or released Licensee, in whole or in part, from any of its obligations under the License Agreement. The Seller and Licensee have not agreed to amend or waive any provision of the License Agreement, and effective as there is no current proposal to do so. (e) To the knowledge of the Initial Closing dateSeller, without limiting no event has occurred that would give the foregoingSeller or Licensee the right to terminate the License Agreement or cease paying Royalties or any other amounts thereunder. The Seller has not received any notice of an intention by Licensee to terminate or breach the License Agreement, in whole or in part, or challenging the terms validity or enforceability of the License Agreement are hereby incorporated by reference in this or the obligation to pay the Royalties or any other amounts under the License Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided or that any notices the Seller or communications required to be provided to Licensor Licensee is in default of its obligations under any the License Agreement. To the knowledge of the foregoing shall be provided Seller, there is no default, violation or breach by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in Licensee under or of the License Agreement. Subject to and to the extent permitted under the terms The Seller has not given Licensee any notice of termination of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation in whole or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithpart. (iif) At Except as provided in the License Agreement, the Seller is not a party to any time after agreement providing for or permitting a sharing of, or Set-off or deduction against, the Second ClosingRoyalties or any other amounts payable under the License Agreement to the Seller. (g) The Seller has not consented to an assignment by Licensee of any of Licensee’s rights or obligations under the License Agreement, at and the sole election Seller is not aware of any such assignment by Licensee. To the knowledge of the SublicenseeSeller, Sublicensee will have Licensee has not granted any sublicense under the right Intellectual Property Rights to transfer any Third Party. Except as contemplated by Section 2.1(a) and Section 2.1(d), the Seller has not assigned, in whole or in part, and has not granted, incurred or suffered to exist any Liens on the License Agreement, the Purchased Assets or any of the Seller’s right, title or interest in full and to the Opiant Technology (other than, in the case of the Opiant Technology, the License Agreement). (h) Neither the Seller nor Licensee has made any claim of indemnification under the License Agreement. (i) The Seller has not exercised its rights to conduct an audit under the License Agreement. (j) To the knowledge of the Seller, the Seller has received all related intellectual property rights from Sublicensor amounts owed to Sublicenseeit under the License Agreement. The Seller has received (A) each payment pursuant to Section 5.1 of the License Agreement and each payment that was due prior to the date hereof pursuant to Section 5.4 of the License Agreement and (B) each applicable milestone payment pursuant to Sections 5.2.1 and 5.2.2 of the License Agreement. No payments under Sections 5.2.3, and upon such transfer all sections 5.2.4, 5.2.5, 5.2.6 or 5.3 of the License Agreement have become payable or have been paid as of the date hereof. No payments under Section 5.4.2 of the License Agreement shall be applicable due and payable from and after the date hereof. (k) Licensee has not provided the Seller with any notice or document pursuant to Sections 3.3.1(b), 4.3.1, 5.5, 11.1 or 11.6 of the Sublicensee as if it were a License Agreement, and the Seller has not provided Licensee with any notice pursuant to Sections 4.3.3, 11.1 or 11.6 of the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution The Seller has reached the Lightlake Cost Cap described in Section 3.8.1 of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (cl) Capitalized terms Except as set forth on Schedule 3.6, no Generic Competition for Narcan® or Third Party Royalty in respect of Narcan® has occurred as of the date hereof and, to the knowledge of the Seller as of the date hereof, no Third Party has developed or is developing a Generic Product. To the knowledge of the Seller, no Product other than Narcan®, and no product containing any Product in combination with another active ingredient, has been or is being developed by Licensee or the Seller. The Seller has not received any communication indicating that are not otherwise defined Licensee has made any determination or election pursuant to clause (i) or (ii) of Section 5.5 of the License Agreement. (m) Except as set forth on Schedule 3.13(m), all of the representations and warranties of Seller in this the License Agreement will have remain true and correct as if made on the meanings given to such terms date hereof, except for the effects of the transactions set forth in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies 5.1.1 As a condition precedent to the Commencement Date, the GOB shall handover to the Concessionaire a part of the Site required for the Completion Conditions. Thereafter, as a condition precedent to the commencement by the Concessionaire of each stage of the Expansion Works, determined and finalized under the Feasibility Study as approved by the GOB under this Agreement, and in any case within [•] Days of the written notification of the Concessionaire to the GOB, informing the GOB that it intends to commence the relevant stage of the Expansion Works, the GOB shall handover the corresponding parcel of the Site required to undertake the relevant Expansion Works. For the handover of each parcel of the Site, the Concessionaire and the GOB shall enter into a license agreement (the “License Agreement”) which shall provide for the handover and possession of the parcel of the Site to the Concessionaire. The License Agreement as shall be in the form and manner provided in Schedule 3 (License Agreement). The GOB shall also ensure that, following the execution of each License Agreement, the Mines and Mineral Development Department of the Effective DateGovernment of Balochistan, has granted the Mining Lease for the corresponding parcel of the Site to the Concessionaire in accordance with the Applicable Laws. (b) Sublicensee acknowledges and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee 5.1.2 The Concessionaire shall comply with, be responsible for all applicable terms and conditions of payments to be made in connection with the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing dateApplicable Laws including, without limiting the foregoinglimitation, the terms of stamp duty, registration fees and charges and capital value tax and shall take all steps to ensure that the License Agreement are hereby incorporated by reference in is registered with the Competent Authority under the Applicable Laws, if required. 5.1.3 The term of each License Agreement shall commence from the date of its execution and terminate upon the expiry or termination of this AgreementAgreement (the “License Term”). 5.1.4 All present and future federal, together with any necessary conforming changesprovincial, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubtmunicipal, Sublicensee shall assume the city district government, taxes, duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation levies or other claims with respect to the Razor Assay (impositions whatsoever arising out of and as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections a result of the License Agreement shall be applicable paid by the Concessionaire. Any payments made by the GOB on behalf of the Concessionaire shall be reimbursed by the Concessionaire to the Sublicensee as if it were a Licensee to GOB within ten (10) Days of such payment by the GOB. 5.1.5 The Concessionaire hereby indemnifies the GOB from all liabilities, claims, damages, costs, penalties, fines, expenses, fees (including attorney’s fees) and charges of any nature associated with any non-compliance by the Concessionaire of its obligations contained in this Section 5.1 (License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement). (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. (a) Sublicensor has provided Sublicensee Unless otherwise agreed to in writing by the Parties, during the Term, Assignor shall not, with true and complete copies respect to the Acquired Royalty Payments (i) forgive, release, or compromise any amount owed or to become owing with respect to the Acquired Royalty Payments on or after the Effective Date, (ii) modify, waive, cancel or otherwise relinquish any of the Acquired Royalty Payments under the License Agreement, or (iii) amend, restate or novate either the License Agreement as of or the Effective DateQuencher Agreement in a manner that could adversely affect, or diminish the value of, the Acquired Royalty Payments. (b) Sublicensee acknowledges and agrees that During the sublicense granted under Section 2(a) below is subject toTerm, and Sublicensee shall comply with, all applicable terms and conditions upon becoming aware of any breach of the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims arising with respect to the Razor Assay (as Acquired Royalty Payments, Assignor shall promptly notify Assignee in writing of such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithbreach. (iic) At During the Term and while any time after the Second Closingobligations remain outstanding under this Agreement, at the sole election of the SublicenseeAssignor will not terminate, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicenseemodify, and upon such transfer all sections of or subcontract or otherwise delegate its obligations under the License Agreement shall be applicable to without the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor prior written consent of Assignee and will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution fulfill all of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee its supply obligations under the License as a party to the License Agreement. (cd) Capitalized Assignor will promptly provide to the Assignee copies of all Reports delivered under the License Agreement during the Term or after the Term to the extent the Reports relate to the Acquired Royalty Payments. (e) Any royalty under any of the Patents payable to Assignor arising from the sale of any Product which is a licensed product covered by both the License Agreement and the Quencher Agreement shall be a Royalty subject to, and shall be paid to Assignee under, the terms of this Agreement. (f) From time to time after the Effective Date, Assignee may change its nominee for purposes of the Authorization, and upon request of Assignee, Assignor shall promptly execute and deliver to Assignee a new Authorization in respect of Assignee’s nominee as duly authorized agent. (g) Epoch will not exercise its rights to inspect Licensee’s records relating to the Acquired Royalty Payments pursuant to the audit rights under Section 5.10 of the License Agreement without the prior written consent of Assignee, which consent may be withheld in Assignee’s sole discretion. (h) Assignee acknowledges that are not otherwise defined the License Agreement may be terminated by the Licensee (other than by reason of an act or omission of Epoch which caused such termination) in this Agreement will have the meanings given to such terms in accordance with Section 9.02(c) of the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents that a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 termination of the License Agreement by Licensee in accordance with such section would not in and guarantee all monies due of itself constitute a breach of this Section 8.1 or any other provision of this Agreement. Assignor covenants that in the Regents event that the License Agreement is terminated by Licensee, Assignor will use its commercially reasonable efforts to enter into a license agreement for the Products within the Field of Use for the Patents specified in the Licence Agreement or into a transaction to effect the exploitation for gain of those rights (in either case a “Replacement Agreement”), and to effect an assignment to Assignee of the royalties or proceeds under that Replacement Agreement in order to achieve as closely as possible an economic result no worse to the SublicenseAssignee than if the License Agreement had not been terminated, and generally on terms and conditions that are acceptable to Assignee acting reasonably. Assignor shall consult with Assignee prior to entering into any Replacement Agreement and shall keep Assignee informed as to the status of negotiations with respect to and completion of the Replacement Agreement.

License Agreement. (a) Sublicensor has Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as set forth in the following sentence, Borrower may not amend, modify, supplement, alter or waive any right under the License Agreement without Lender’s consent, which shall not be unreasonably withheld, and, following a Securitization, the receipt of a Rating Confirmation. Borrower shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to the License Agreement and to waive any nonmaterial rights thereunder, provided Sublicensee with true and complete copies that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Loan Documents, decrease the cash flow of the Property covered thereunder, adversely affect the marketability of the Property covered thereunder, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change the definitions of “owner’s distribution” or “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the License Agreement as of or increase any license fees payable under the Effective Date. (b) Sublicensee acknowledges and agrees License Agreement. Borrower may not terminate the License Agreement unless Borrower enters into a replacement license agreement acceptable to Lender in its reasonable discretion, with a replacement licensor that the sublicense granted under Section 2(a) below is subject toreasonably acceptable to Lender, and Sublicensee such replacement licensor and Borrower execute and deliver to Lender an assignment and subordination of license agreement in form substantially similar to Lender’s then current form. Borrower shall comply with, all applicable terms and conditions have a period of ninety (90) days following the termination of the License Agreement in accordance to enter into such replacement license with the following schedule: (i) Upon the Initial Closing, such replacement licensor and effective to deliver such assignment and subordination of license agreement to deliver. In connection with and as a condition to any such replacement of the Initial Closing datelicensor, without limiting the foregoingfollowing a Securitization, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing Lender shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims received a Rating Confirmation with respect to the Razor Assay (as such term is defined in replacement licensor and the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithnew license agreement. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. Except as set forth on Schedule 3.14 of the Disclosure Schedule: (a) Sublicensor has provided Sublicensee with true Other than the Transaction Documents and complete copies the License Agreement, there is no contract, agreement or other legally binding arrangement (whether written or oral) to which any member of the Seller Group is a party or by which any of their respective assets or properties is bound or committed (i) that creates a Lien on, affects or otherwise relates to the Purchased Assets or the License Agreement as or the calculation of the Effective DateReceivables or (ii) for which breach, nonperformance, cancellation or failure to renew would be a Material Adverse Effect. (b) Sublicensee acknowledges The Seller Group has provided Purchaser true, correct and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions complete copies of the License Agreement in accordance with the following schedule: (i) Upon the Initial ClosingLicense Agreement, and effective as (ii) all Sales Reports delivered to any member of the Initial Closing dateSeller Group by Licensee pursuant to the License Agreement, without limiting (iii) all [***] and (iv) all material written notices and correspondence delivered to Licensee by any member of the foregoingSeller Group or by Licensee to any member of the Seller Group, in each case, relating to, or involving, the terms License Agreement, royalties payable pursuant to Section 6.1 thereof or Net Sales of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth hereinLicensed Products (including the cumulative Net Sales of each Licensed Product to date); provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to if and to the extent permitted that any portion of any material written notice or correspondence referred to in clause (iv) hereof contains information relating to development and commercialization strategy or activities (such information relating to development and commercialization strategy or activities, “Confidential Activities”) and furnishing the portion of such notice or correspondence relating to Confidential Activities would constitute a breach by the Seller Group of its confidentiality obligations under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable (a “Confidentiality Breach”), then the Seller Group has provided to the Sublicensee as if it were Purchaser Summary Disclosure in writing of such Confidential Activities. “Summary Disclosure” means (A) a Licensee written summary of such Confidential Activities or (B) to the License Agreement. If extent that providing such election is made by Sublicenseea summary would itself constitute a Confidentiality Breach, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, then a Consent to Substitution document paraphrasing or otherwise describing the substance of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party such Confidential Activities to the License Agreementmaximum extent possible without causing a Confidentiality Breach. (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. (a) Sublicensor has Notwithstanding any provision to the contrary contained herein or in the other Loan Documents, except as set forth in the following sentence, Borrower may not amend, modify, supplement, alter or waive any right under the License Agreement without Lender’s consent, which shall not be unreasonably withheld, and, following a Securitization, the receipt of a Rating Confirmation. Borrower shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to the License Agreement and to waive any nonmaterial rights thereunder, provided Sublicensee with true and complete copies that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Loan Documents, decrease the cash flow of the Property, adversely affect the marketability of the Property covered thereunder, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change the definitions of “owner’s distribution” or “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the Borrower thereunder, change the timing of remittances to the Borrower thereunder, increase or decrease reserve requirements, change the term of the License Agreement as of or increase any license fees payable under the Effective Date. (b) Sublicensee acknowledges and agrees License Agreement. Borrower may not terminate the License Agreement unless Borrower enters into a replacement license agreement acceptable to Lender in its reasonable discretion, with a replacement licensor that the sublicense granted under Section 2(a) below is subject toreasonably acceptable to Lender, and Sublicensee such replacement licensor and Borrower execute and deliver to Lender an assignment and subordination of license agreement in form substantially similar to Lender’s then current form. Borrower shall comply with, all applicable terms and conditions have a period of ninety (90) days following the termination of the License Agreement in accordance to enter into such replacement license with the following schedule: (i) Upon the Initial Closing, such replacement licensor and effective to deliver such assignment and subordination of license agreement to deliver. In connection with and as a condition to any such replacement of the Initial Closing datelicensor, without limiting the foregoingfollowing a Securitization, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing Lender shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims received a Rating Confirmation with respect to the Razor Assay (as such term is defined in replacement licensor and the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithnew license agreement. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicense.

License Agreement. (a) Sublicensor has provided Sublicensee with true Schedule 3.9(a) sets forth true, correct and complete copies of: (i) the License Agreement; (ii) all Royalty Reports delivered, as of the date of this Agreement, to Seller by Licensee pursuant to the License Agreement; and (iii) all material written notices delivered, as of the date of this Agreement, to Seller by Licensee, or to Licensee by Seller, in each case since January 1, 2020 pursuant to the License Agreement as of in relation to the Effective DateRoyalty Payments payable thereunder or that would reasonably be expected to constitute or result in a Material Adverse Change. (b) Sublicensee acknowledges The License Agreement is (i) in full force and agrees that effect, (ii) the sublicense granted under Section 2(a) below is subject tolegal, valid and binding obligation of Seller and, to the Knowledge of Seller, Licensee, and Sublicensee shall comply with(iii) enforceable against Seller and, all applicable to the Knowledge of Seller, Licensee, in accordance with its terms, subject in each case, as to enforcement of remedies, to Bankruptcy Laws, general equitable principles and principles of public policy. (c) Seller is not in breach or violation of, or in default under, the License Agreement in any material respect, and, to the Knowledge of Seller, Licensee is not in breach or violation of or in default under the License Agreement in any material respect, in each case in such a manner that would reasonably be expected to adversely affect the value of the Purchased Accounts (including the timing, amount or duration thereof). 4136-8572-7307.8 (d) The Relevant Product is a Licensed Product. (e) Seller has not waived its right to receive payment in respect of any portion of the Royalty Payments, in whole or in part, or released Licensee, in whole or in part, from its obligation to pay the Royalty Payments in accordance with the License Agreement. (f) To the Knowledge of Seller, no event has occurred that would give Licensee the right to terminate the License Agreement, in whole or in part, or to cease paying the Royalty Payments thereunder in accordance with the terms and conditions thereof. Seller has not received any written notice from Licensee challenging the validity or enforceability of the License Agreement or the obligation to pay the Royalty Payments under the License Agreement in accordance with the following schedule:terms thereof. Seller has not agreed with Licensee to terminate the License Agreement in whole or in part. (ig) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms Seller has not consented to an assignment by Licensee of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changeswhole or in part, and will be effective as if fully set forth herein; provided that Seller does not have Knowledge of any notices or communications required to be provided to Licensor under any assignment by Licensee of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (ch) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in Other than the License Agreement, there are no contracts (whether written or if not defined thereinoral) between Seller and Licensee that adversely affect the value of the Purchased Accounts (including the timing, in the SSPAamount or duration thereof). (di) Sublicensor Seller has received from Licensee all of the Royalty Payments and milestone payments that Seller is responsible for notifying entitled to receive pursuant to the Regents License Agreement based on the information provided in the Royalty Reports that Seller has received from Licensee. To the Knowledge of Seller, Seller has not received any payments from Licensee on account of Royalty Payments that would otherwise have comprised part of the Purchased Accounts. (j) To the Knowledge of Seller, (i) Licensee is not, and has not been in the three (3) years prior to the date of this Agreement Agreement, in violation of any Sanctions or Financial Crime Laws, and providing (ii) Licensee is not conducting, and has not conducted in the Regents a copy and summary of three (3) years prior to the material terms date of this Agreement within thirty Agreement, any business dealings or activities in violation of Sanctions or in any other manner that would expose Seller to the risk of adverse measures pursuant to Sanctions. (30k) days Seller has not received from Licensee any written notice of the Effective Date, in compliance with Paragraph 3.3 any sublicense granted by Licensee under Section 4.2 of the License Agreement with respect to the Relevant Product, other then in relation to the Collaboration and guarantee all monies due License Agreement dated as of January 12, 2020 between the Regents Licensee, MorphoSys US Inc. and Incyte Corporation . (l) Seller has not exercised its audit right under Section 5.13 of the SublicenseLicense Agreement. (m) Seller has not delivered to, or received from, Licensee a notice of dispute arising out of or in connection with the License Agreement pursuant to Section 12.1 of the License Agreement, other than any dispute that has been fully resolved prior to the date hereof. (n) Seller has not made any claim for indemnification by Licensee pursuant to Section 9.1 of the License Agreement, and Licensee has not made any claim for indemnification by Seller pursuant to Section 9.2 of the License Agreement.

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies of Other than the License Agreement as and the Transaction Documents, there is no contract, agreement or other arrangement to which either Enzon or any of its Subsidiaries is a party or any of Enzon’s or its Subsidiaries’ respective assets or properties are bound or committed (i) which creates a Lien on, affects or otherwise relates to the Effective DatePurchased Interest, License Agreement, Royalties or the Patent Rights, or (ii) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to result in a Material Adverse Effect. (b) Sublicensee acknowledges Enzon has provided to the Purchaser an accurate, complete and agrees updated copy of the License Agreement, provided that only those parts of the sublicense granted under Section 2(a) below is subject toschedules to the License Agreement that contain the specifications of, and Sublicensee shall comply withdevelopment plans for, all applicable terms the Product have been redacted from the copy of the License Agreement provided by Enzon to the Purchaser and conditions such redacted portions of such schedules do not in any respect modify or supplement the unredacted provisions of the License Agreement in a manner that adversely affects the Purchaser’s rights and obligations under the Transaction Documents. (c) The License Agreement is the legal, valid and binding obligation of each of Enzon and, to the Knowledge of Enzon, Schering, enforceable against Enzon and, to the Knowledge of Enzon, Schering in accordance with the following schedule: (i) Upon the Initial Closingits terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and effective as of the Initial Closing dategeneral equitable principles. The execution, without limiting the foregoing, the terms delivery and performance of the License Agreement are hereby incorporated was and is within the corporate powers of Enzon and, to the Knowledge of Enzon, Schering. The License Agreement was duly authorized by reference all necessary action on the part of, and validly executed and delivered by Enzon and, to the Knowledge of Enzon, Schering. There is no breach or default, or event which upon notice or the passage of time, or both, could give rise to any breach or default, in this the performance of the License Agreement by Enzon or, to the Knowledge of Enzon, Schering. (d) Enzon has not waived any rights or defaults under the License Agreement, together with that adversely affects the Purchaser’s rights and obligations under the Transaction Documents. (e) Enzon has not received any necessary conforming changesnotice of Schering’s intention to terminate the License Agreement in whole or in part, and will be effective as if fully set forth herein; provided or that any notices or communications required to be provided to Licensor Enzon is in default of its obligations under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms Enzon has no intention of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to terminating the License Agreement. (cf) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms Except as provided in the License Agreement, Enzon is not a party to any agreement providing for or if not defined thereinpermitting a sharing of, in reduction in, or set-off against, the SSPARoyalties payable under the License Agreement to Enzon. (dg) Sublicensor is responsible for notifying The sale by Enzon of the Regents Purchased Interest to the Purchaser will not require the consent of this Schering under the License Agreement and providing will not constitute a breach of or event of default under the Regents a copy License Agreement. (h) To the Knowledge of Enzon, the license agreement between Schering and summary of the material terms of this Agreement within thirty (30Research Corporation referred to in Section 7.1(a) days of the Effective Date, in compliance with Paragraph 3.3 of the License Agreement is no longer in effect and guarantee all monies due the Regents no amounts are due, payable or outstanding by Schering under the Sublicensesuch license agreement.

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies of the Tenant acknowledges that Tenant previously entered into a License Agreement as of the Effective Date. (b) Sublicensee acknowledges and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions of the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (iiAdditional Parcels Purchase Agreement) At any time after the Second Closing, at the sole election covering a portion of the Sublicensee, Sublicensee will have the right to transfer the License in full Additional Parcels and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of that the License Agreement shall be deemed subordinate to this Lease as between Landlord and Tenant, and their respective successors and assigns, and Tenant shall be solely responsible for all obligations thereunder of the licensor. Furthermore, Xxxxxx agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any Claims relating t:o (a) any act or omission by the licensees or their invitees; or (b) the License Agreement, including, without limitation, any breach or default thereunder. Furthermore, Tenant acknowledges and agrees that: (m) any default by the licensees under the License Agreement that constitutes a default of Tenant’s obligations under this Lease shall be deemed a default by Tenant under this Lease and any such default that extends beyond the applicable notice and cure period provided under this Lease shall be deemed a Default hereunder; (n) any default by Tenant under the License Agreement that remains outstanding after any applicable notice and cure period shall be deemed a Default under this Lease; (o) Tenant shall provide Landlord with copies of (i) any amendments to the Sublicensee as if it were a Licensee License Agreement entered into after the Commencement Date, and (ii) any material notices delivered or received by Tenant with respect to the License Agreement, including, without limitation, any default notices. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee Tenant shall execute, a Consent to Substitution of Party Agreement for not (x) extend the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee term under the License as a party to Agreement or otherwise amend the License Agreement. (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in any manner which would create additional obligations or liability on the part of Tenant which does not currently exist under the License Agreement, or if not defined therein, in the SSPA. (dy) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 consent to any assignment of the License Agreement and guarantee all monies due or any further licensing of the Regents licensed premises under the SublicenseLicense Agreement which is subject to Tenant’s consent thereunder, or (z) consent to any alterations to the Premises to be completed by Licensee without Xxxxxxxx’s prior written consent.

License Agreement. (a) Sublicensor has provided Sublicensee Unless otherwise agreed to in writing by the Parties, Assignor shall not, with true and complete copies respect to the Assigned Interests (i) forgive, release, or compromise any amount owed or to become owing with respect to the Assigned Interests on or after the Effective Date, (ii) modify, waive, cancel or otherwise relinquish any of the Assigned Interests under the License Agreement, or (iii) amend, restate or novate either the License Agreement as of or the Effective DateQuencher Agreement in a manner that could adversely affect, or diminish the value of, the Assigned Interests. (b) Sublicensee acknowledges and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions Upon becoming aware of any breach of the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims arising with respect to the Razor Assay (as Assigned Interests, Assignor shall promptly notify Assignee in writing of such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithbreach. (iic) At While any time after the Second Closingobligations remain outstanding under this Agreement, at the sole election of the SublicenseeAssignor will not terminate, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicenseemodify, and upon such transfer all sections of or subcontract or otherwise delegate its obligations under the License Agreement shall be applicable to without the Sublicensee as if it were a Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor prior written consent of Assignee and will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution fulfill all of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee its supply obligations under the License as a party to the License Agreement. (cd) Capitalized Assignor will promptly provide to the Assignee copies of all Reports delivered under the License Agreement to the extent the Reports relate to the Assigned Interests. (e) Any royalty under any of the Patents payable to Assignor arising from the sale of any Product which is a licensed product covered by both the License Agreement and the Quencher Agreement shall be a Royalty subject to, and shall be paid to Assignee under, the terms of this Agreement. (f) From time to time after the date hereof, Assignee may change its nominee for purposes of the Authorization, and upon request of Assignee, Assignor shall promptly execute and deliver to Assignee a new Authorization in respect of Assignee’s nominee as duly authorized agent. (g) Epoch will not exercise its rights to inspect Licensee’s records relating to the Assigned Interests pursuant to the audit rights under Section 5.10 of the License Agreement without the prior written consent of Assignee, which consent may be withheld in Assignee’s sole discretion. (h) Assignee acknowledges that are not otherwise defined the License Agreement may be terminated by the Licensee (other than by reason of an act or omission of Epoch which caused such termination) in this Agreement will have the meanings given to such terms in accordance with Section 9.02(c) of the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents that a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 termination of the License Agreement by Licensee in accordance with such section would not in and guarantee all monies due of itself constitute a breach of this Section 8.1 or any other provision of this Agreement. Assignor covenants that in the Regents event that the License Agreement is terminated by Licensee, Assignor will use its commercially reasonable efforts to enter into a license agreement for the Products within the Field of Use for the Patents specified in the Licence Agreement or into a transaction to effect the exploitation for gain of those rights (in either case a “Replacement Agreement”), and to effect an assignment to Assignee of the royalties or proceeds under that Replacement Agreement in order to achieve as closely as possible an economic result no worse to the SublicenseAssignee than if the License Agreement had not been terminated, and generally on terms and conditions that are acceptable to Assignee acting reasonably. Assignor shall consult with Assignee prior to entering into any Replacement Agreement and shall keep Assignee informed as to the status of negotiations with respect to and completion of the Replacement Agreement.

License Agreement. 5.10.1. During the Purchased Receivable Period, Seller (a) Sublicensor has provided Sublicensee with true and complete copies will not breach any of the License Agreement as of the Effective Date. (b) Sublicensee acknowledges and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions provisions of the License Agreement in a manner that would adversely affect in any respect the amount, timing, duration, or value of the Purchased Receivables, (b) will not forgive, release, or compromise any amount owed to or becoming owed to it under the License Agreement, which amount constitutes Purchased Receivables hereunder, without Purchaser’s prior written consent, and (c) will not assign, amend, modify, supplement, restate, waive, cancel, or terminate (or consent to any cancellation or termination of), in whole or in part, any rights affecting the Purchased Receivables in a manner that would reasonably be expected to adversely affect the value of the Purchased Receivables, without Purchaser’s prior written consent. Notwithstanding the foregoing, Purchaser stipulates and agrees that it will not be a breach of this Agreement, and no consent of Purchaser will be required, for Seller to allow, without interest or penalty, Licensee to remit to Seller Royalty Reports, Purchased Receivable Reports and Royalty Payments on behalf of Seller in accordance with the following schedule:terms of this Agreement. 5.10.2. During the Purchased Receivable Period, promptly after a Responsible Seller Party obtains Knowledge of a breach of or default under, or an alleged breach of or default under the License Agreement by Licensee that would reasonably be expected to adversely affect in any material respect the value of the Purchased Receivables, Seller will (ia) Upon promptly (but in any event within five Business Days) give a written notice to Purchaser describing in reasonable detail (to the Initial Closingextent such description would not constitute a Confidentiality Breach) the relevant breach or default and (b) proceed in consultation with Purchaser (and the Royalty Parties, as applicable). ​ Seller will enforce compliance within the time periods set forth in Section 8.3.3 (Royalty Payments and Reports) of the License Agreement (or to give written notice of any such noncompliance to Purchaser), and effective as seek payment of interest under Section 8.11 (Late Payments) of the Initial Closing dateLicense Agreement, without limiting unless Purchaser consents in writing to waive or defer such obligation. 5.10.3. Any Proceeds of an enforcement of Licensee’s obligations under the foregoingLicense Agreement pursuant to this Section 5.10 (License Agreement), after deduction of all costs and expenses (including attorneys’ fees and expenses) incurred by [***] in connection with such enforcement, will be allocated between Purchaser and Seller in proportion to their respective then-current Percentage Interests. All costs and expenses (including attorneys’ fees and expenses) of any enforcement pursuant to this Section 5.10 (License Agreement) will be borne by [***] (subject to reimbursement from any Proceeds in accordance with the foregoing sentence). Nothing contained herein will limit Purchaser from retaining, at its sole cost, separate outside counsel who will be permitted, where reasonably practical, to consult with the lead counsel selected by Seller in accordance with Section 5.10.2 (License Agreement) for such enforcement. 5.10.4. Following the termination of any licenses to the Licensed Products pursuant to Section 13.2 (Termination) of the License Agreement prior to the Cap Date, Seller shall use commercially reasonable efforts to enter into one or more new licenses or other commercial arrangements for the purpose of Exploiting the Licensed Products. If Seller does not commence a replacement commercial relationship on financial terms consistent with those terms of the License Agreement are hereby incorporated by reference in this Agreementwithin one hundred eighty (180) days of such termination and has not, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any commenced its own Exploitation of the foregoing shall be provided Licensed Products, then Purchaser may, on behalf of Seller and with the cooperation of Seller seek and obtain on behalf of Seller such replacement commercial relationship. Following entry by Sublicensee to Sublicensor. For Seller into any replacement commercial relationship, the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the term “License Agreement. Subject to and to the extent permitted under the terms of the License Agreement, Sublicensee will have the right to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections of ” herein shall reference the License Agreement shall be applicable to the Sublicensee as if it were a Licensee to the License Agreement. If and such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicenseereplacement license agreement, and Sublicensee Purchaser and Seller shall execute, a Consent take all reasonable efforts necessary or reasonably useful to Substitution of Party Agreement for amend the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party to the License Agreement. (c) Capitalized terms that are not otherwise defined in this Agreement will have the meanings given to such terms in the License Agreement, or if not defined therein, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days to account for the context of the Effective Date, replacement commercial relationship providing the Purchaser with the financial benefit bargained for in compliance with Paragraph 3.3 of the License Agreement and guarantee all monies due the Regents under the Sublicensethis Agreement.

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies of Other than the License Agreement as and the Transaction Documents, there is no contract, agreement or other arrangement (whether written or oral) to which Seller is a party or by which any of its assets or properties is bound or committed (i) that creates a Lien on the Effective DatePurchased Interest or (ii) the breach, nonperformance, cancellation or termination of which could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (b) Sublicensee acknowledges Attached hereto as Exhibit G is a true, complete and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions of the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms correct copy of the License Agreement, Sublicensee will have including all amendments thereto and waivers thereunder. The License Agreement and [*] constitute the right to control any third party infringement, invalidation or other claims with respect entire agreement between Seller and UCB (and their respective Affiliates) relating to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithPurchased Interest. (iic) At any time after Immediately prior to the Second Closing, at the sole election transfer of the SublicenseePurchased Interest to the Purchaser hereunder, Sublicensee will have the right to transfer the License Agreement is the legal, valid and binding obligation of Seller and, to the Knowledge of Seller, UCB, enforceable against Seller and, to the Knowledge of Seller, UCB in full accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and all related intellectual property rights from Sublicensor to Sublicenseegeneral equitable principles. The execution, delivery and upon such transfer all sections performance of the License Agreement shall be applicable was and is within the corporate or similar powers of Seller and, to the Sublicensee Knowledge of Seller, UCB. The License Agreement was duly authorized by all necessary action on the part of, and validly executed and delivered by, Seller (as if it were successor-in-interest to Seller Parent and XOMA Bermuda) and, to the Knowledge of Seller, UCB (as successor-in-interest to Celltech Therapeutics Ltd.). There is no breach or default, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would constitute or give rise to a Licensee breach or default, in the performance of the License Agreement by Seller or, to the Knowledge of Seller, UCB. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could give either UCB or Seller the right to terminate the License Agreement. If such election is made From and after the Effective Date, Purchaser shall be entitled to enforce the right to payment of any portion of the Royalty Payment represented by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party Purchased Interest when earned directly against UCB pursuant to the License Agreement. (cd) Capitalized terms Neither Seller Parent (as predecessor-in-interest to Seller) nor XOMA Bermuda (as predecessor-in-interest to Seller) nor Seller (as successor-in-interest to Seller Parent and XOMA Bermuda) has waived any rights or defaults under the License Agreement or has taken any action nor omitted to take any action under the License Agreement that are adversely affects Purchaser’s rights under any of the Transaction Documents. (e) Seller has not otherwise defined received any notice and has no Knowledge (i) of UCB’s intention to terminate, amend or restate the License Agreement, in this whole or in part, (ii) of UCB’s or any other Person’s or Governmental Authority’s (where applicable) intention to challenge the validity or enforceability of the License Agreement will have or the meanings given obligation of UCB to such terms in pay the Royalty Payment or other monetary payments under the License Agreement, or if not defined therein(iii) that Seller or UCB is in default of any of its obligations under the License Agreement. Seller has no intention of terminating, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of amending or restating the License Agreement and guarantee has not given UCB any notice of termination (or request to amend or restate any provision) of the License Agreement, in whole or in part. (f) Seller is not a party to any agreement providing for or permitting a sharing of, or Set-off against, the Royalty Payment or other monetary payment on account of the Purchased Interest. (g) Other than [*] obtained by Seller, the sale by Seller of all monies due the Regents of Seller’s right, title and interest in, to and under the SublicensePurchased Interest to Purchaser and the consummation of the transactions contemplated by the Transaction Documents: (i) will not require the approval, consent, ratification, waiver, or other authorization of UCB or any other Person or Governmental Authority under the License Agreement and will not constitute a breach of or default or event of default under the License Agreement; and (ii) will not require the approval, consent, ratification, waiver, or other authorization of UCB or any other Person or Governmental Authority under any contract or agreement other than the License Agreement or applicable law and will not constitute a breach of or default or event of default under any contract or agreement other than the License Agreement or applicable law, in each case, that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (h) Seller has not consented to an assignment (by operation of law or otherwise) by UCB of any of UCB’s rights or obligations under the License Agreement with respect to the Purchased Interest, nor does Seller have Knowledge of any such assignment (by operation of law or otherwise) by UCB. (i) Neither Seller Parent (as predecessor-in-interest to Seller), nor XOMA Bermuda (as predecessor-in-interest to Seller), nor Seller (as successor-in-interest to Seller Parent and XOMA Bermuda), nor Celltech Therapeutics Ltd. (as predecessor-in-interest to UCB) nor UCB (as successor-in-interest to Celltech Therapeutics Ltd.) has made any claim of indemnification under the License Agreement nor, to the Knowledge of Seller, have there been any events or circumstances that could give rise to a right of such claim by Seller or UCB. (j) Pursuant to the License Agreement, all Royalty Payments Seller (as successor-in-interest to Seller Parent) is entitled to receive from UCB shall be calculated using a [*] of net sales royalty rate. (k) Neither has Seller Parent (as predecessor-in-interest to Seller), XOMA Bermuda (as predecessor-in-interest to Seller), Seller (as successor-in-interest to Seller Parent and XOMA Bermuda) or, to the Knowledge of Seller Parent, XOMA Bermuda or Seller, UCB filed or caused to be filed a United States Return of Partnership Income Form (Form 1065) with respect to any relationship under the License Agreement, or any other arrangement (written or oral) related to the License Agreement, nor has Seller Parent (as predecessor-in-interest to Seller), XOMA Bermuda (as predecessor-in-interest to Seller) or Seller (as successor-in-interest to Seller Parent and XOMA Bermuda) received a Schedule K-1 with respect thereto.

License Agreement. (a) Sublicensor has provided Sublicensee with Exhibit A hereto contains a true and complete copies copy of the License Agreement (including, without limitation, all amendments, supplements and other modifications thereto), and, together with the agreements described in the License Agreement, constitutes the only applicable agreement (other than this Agreement and the Transaction Documents) (i) to which the Seller is a party regarding the Royalty Interests, (ii) which relates to Seller’s entitlement to the Assigned Rights and (iii) by and between Seller and Licensee. To the Knowledge of the Seller, there are no unpaid Royalty Interests that have become due, and none are expected to become overdue, as of the Effective Closing Date. (b) Sublicensee acknowledges and agrees that the sublicense granted under Section 2(a) below Seller is subject to, and Sublicensee shall comply with, all applicable terms and conditions of the License Agreement not in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in breach of the License Agreement. Subject to and to To the extent permitted under the terms Knowledge of the License AgreementSeller, Sublicensee will have the right no circumstances or grounds exist that would give rise (i) to control any third party infringement, invalidation or other claims with respect to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters a claim by Licensee of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewith. (ii) At any time after the Second Closing, at the sole election of the Sublicensee, Sublicensee will have the right to transfer the License in full and all related intellectual property rights from Sublicensor to Sublicensee, and upon such transfer all sections a breach of the License Agreement shall and/or any such other agreement which could have a Material Adverse Effect, or (ii) to a right of rescission, termination, revision, setoff, or any other rights, in, to or under the Assigned Rights. Seller has no unfulfilled obligations in respect of the License Agreement or the Assigned Rights that were required to be applicable fulfilled on or prior to the Sublicensee as if it were date of this Agreement, the lack of fulfillment of which would have a Material Adverse Effect. (c) To the Knowledge of the Seller, Licensee to the License Agreement. If such election is made by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution not in breach of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee or in default under the License as a party to the License Agreement. (cd) Capitalized terms that are not otherwise defined Seller has the full right, power and authority to grant all rights and interests granted to Buyer in this Agreement. (e) To the Knowledge of the Seller, no circumstance or grounds exist that would invalidate, reduce or eliminate, in whole or in part, the enforceability or scope the Assigned Rights, including, without limitation, Seller’s right to payments made in respect of the Royalty Interest. (f) To the Knowledge of the Seller, the License Agreement will have is valid and binding on each other party thereto in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, ad hoc representative appointment, conciliation, safeguard proceedings, judicial receivership, or other laws affecting creditors’ rights generally or general equitable principles, and is in full force and effect. (g) The Seller has not: (i) forgiven, released, delayed, postponed or compromised any right to receive payment in respect the meanings given Royalty Interest; (ii) waived, amended, cancelled or terminated, exercised or to such terms the Knowledge of the Seller failed to exercise, any material rights constituting or relating to the Assigned Rights or under any agreement (including the License Agreement); (iii) except as set forth in Exhibit A, amended, modified, restated, cancelled, supplemented, terminated or waived any provision of the License Agreement, or if not defined thereingranted any consent thereunder, in or agreed to do any of the SSPA.foregoing; (div) Sublicensor is responsible for notifying exercised any right of rescission, offset, counterclaim or defense, upon or with respect to the Regents of this Agreement and providing Assigned Rights or the Regents a copy and summary Collateral, or agreed to do or suffer to exist any of the material terms of foregoing; (v) sold, leased, pledged, licensed, transferred or assigned (or, except with respect to the bidding process conducted by Seller resulting in this Agreement within thirty (30) days Agreement, attempted to do any of the Effective Dateforegoing) all or any portion of the Assigned Rights and/or the License Agreement, except in compliance with Paragraph 3.3 favor of Buyer pursuant to the Transaction Documents; or (vi) received any advance payments on the Royalty Interest; it being understood for the avoidance of ambiguity that due and owing milestone payments which have been paid to Seller under the License Agreement and guarantee all monies due do not constitute advance payments on the Regents under the SublicenseRoyalty Interest.

License Agreement. (a) Sublicensor has provided Sublicensee with true and complete copies of Other than the License Agreement as and the Transaction Documents, there is no contract, agreement or other arrangement (whether written or oral) to which Seller is a party or by which any of its assets or properties is bound or committed (i) that creates a Lien on the Effective DatePurchased Interest or (ii) the breach, nonperformance, cancellation or termination of which could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (b) Sublicensee acknowledges Attached hereto as Exhibit G is a true, complete and agrees that the sublicense granted under Section 2(a) below is subject to, and Sublicensee shall comply with, all applicable terms and conditions of the License Agreement in accordance with the following schedule: (i) Upon the Initial Closing, and effective as of the Initial Closing date, without limiting the foregoing, the terms of the License Agreement are hereby incorporated by reference in this Agreement, together with any necessary conforming changes, and will be effective as if fully set forth herein; provided that any notices or communications required to be provided to Licensor under any of the foregoing shall be provided by Sublicensee to Sublicensor. For the avoidance of doubt, Sublicensee shall assume the duties, obligations, and rights of the Sublicensor in of the License Agreement. Subject to and to the extent permitted under the terms correct copy of the License Agreement, Sublicensee will have including all amendments thereto and waivers thereunder. The License Agreement and the right to control any third party infringement, invalidation or other claims with respect UCB Consent constitute the entire agreement between Seller and UCB (and their respective Affiliates) relating to the Razor Assay (as such term is defined in the SSPA); provided, that Sublicensee will reasonably consult with Encore regarding any matters of patent infringement, invalidation and enforcement and give reasonable consideration to Encore’s input in connection therewithPurchased Interest. (iic) At any time after Immediately prior to the Second Closing, at the sole election transfer of the SublicenseePurchased Interest to the Purchaser hereunder, Sublicensee will have the right to transfer the License Agreement is the legal, valid and binding obligation of Seller and, to the Knowledge of Seller, UCB, enforceable against Seller and, to the Knowledge of Seller, UCB in full accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and all related intellectual property rights from Sublicensor to Sublicenseegeneral equitable principles. The execution, delivery and upon such transfer all sections performance of the License Agreement shall be applicable was and is within the corporate or similar powers of Seller and, to the Sublicensee Knowledge of Seller, UCB. The License Agreement was duly authorized by all necessary action on the part of, and validly executed and delivered by, Seller (as if it were successor-in-interest to Seller Parent and XOMA Bermuda) and, to the Knowledge of Seller, UCB (as successor-in-interest to Celltech Therapeutics Ltd.). There is no breach or default, and no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) would constitute or give rise to a Licensee breach or default, in the performance of the License Agreement by Seller or, to the Knowledge of Seller, UCB. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) could give either UCB or Seller the right to terminate the License Agreement. If such election is made From and after the Effective Date, Purchaser shall be entitled to enforce the right to payment of any portion of the Royalty Payment represented by Sublicensee, Sublicensor will promptly obtain for Sublicensee, and Sublicensee shall execute, a Consent to Substitution of Party Agreement for the License, evidencing the Regents’ approval of Sublicensee as the exclusive licensee under the License as a party Purchased Interest when earned directly against UCB pursuant to the License Agreement. (cd) Capitalized terms Neither Seller Parent (as predecessor-in-interest to Seller) nor XOMA Bermuda (as predecessor-in-interest to Seller) nor Seller (as successor-in-interest to Seller Parent and XOMA Bermuda) has waived any rights or defaults under the License Agreement or has taken any action nor omitted to take any action under the License Agreement that are adversely affects Purchaser’s rights under any of the Transaction Documents. (e) Seller has not otherwise defined received any notice and has no Knowledge (i) of UCB’s intention to terminate, amend or restate the License Agreement, in this whole or in part, (ii) of UCB’s or any other Person’s or Governmental Authority’s (where applicable) intention to challenge the validity or enforceability of the License Agreement will have or the meanings given obligation of UCB to such terms in pay the Royalty Payment or other monetary payments under the License Agreement, or if not defined therein(iii) that Seller or UCB is in default of any of its obligations under the License Agreement. Seller has no intention of terminating, in the SSPA. (d) Sublicensor is responsible for notifying the Regents of this Agreement and providing the Regents a copy and summary of the material terms of this Agreement within thirty (30) days of the Effective Date, in compliance with Paragraph 3.3 of amending or restating the License Agreement and guarantee has not given UCB any notice of termination (or request to amend or restate any provision) of the License Agreement, in whole or in part. (f) Seller is not a party to any agreement providing for or permitting a sharing of, or Set-off against, the Royalty Payment or other monetary payment on account of the Purchased Interest. (g) Other than the UCB Consent obtained by Seller, the sale by Seller of all monies due the Regents of Seller’s right, title and interest in, to and under the SublicensePurchased Interest to Purchaser and the consummation of the transactions contemplated by the Transaction Documents: (i) will not require the approval, consent, ratification, waiver, or other authorization of UCB or any other Person or Governmental Authority under the License Agreement and will not constitute a breach of or default or event of default under the License Agreement; and (ii) will not require the approval, consent, ratification, waiver, or other authorization of UCB or any other Person or Governmental Authority under any contract or agreement other than the License Agreement or applicable law and will not constitute a breach of or default or event of default under any contract or agreement other than the License Agreement or applicable law, in each case, that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (h) Seller has not consented to an assignment (by operation of law or otherwise) by UCB of any of UCB’s rights or obligations under the License Agreement with respect to the Purchased Interest, nor does Seller have Knowledge of any such assignment (by operation of law or otherwise) by UCB. (i) Neither Seller Parent (as predecessor-in-interest to Seller), nor XOMA Bermuda (as predecessor-in-interest to Seller), nor Seller (as successor-in-interest to Seller Parent and XOMA Bermuda), nor Celltech Therapeutics Ltd. (as predecessor-in-interest to UCB) nor UCB (as successor-in-interest to Celltech Therapeutics Ltd.) has made any claim of indemnification under the License Agreement nor, to the Knowledge of Seller, have there been any events or circumstances that could give rise to a right of such claim by Seller or UCB. (j) Pursuant to the License Agreement, all Royalty Payments Seller (as successor-in-interest to Seller Parent) is entitled to receive from UCB shall be calculated using a [*]% of net sales royalty rate. (k) Neither has Seller Parent (as predecessor-in-interest to Seller), XOMA Bermuda (as predecessor-in-interest to Seller), Seller (as successor-in-interest to Seller Parent and XOMA Bermuda) or, to the Knowledge of Seller Parent, XOMA Bermuda or Seller, UCB filed or caused to be filed a United States Return of Partnership Income Form (Form 1065) with respect to any relationship under the License Agreement, or any other arrangement (written or oral) related to the License Agreement, nor has Seller Parent (as predecessor-in-interest to Seller), XOMA Bermuda (as predecessor-in-interest to Seller) or Seller (as successor-in-interest to Seller Parent and XOMA Bermuda) received a Schedule K-1 with respect thereto.