Common use of Research License Clause in Contracts

Research License. Following Selection of each CGI Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross License.

Research License. Following Selection Adimab hereby, effective on Surface’s exercise of the Research Option for a Target and the applicable Licensed Research Antibodies: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT (i) grants to Surface a worldwide, fully paid-up, sublicenseable through multiple tiers (solely as provided in Section 3.2(b)(ii)) license, under (A) the Adimab Platform Patents and, (B) any Licensed Program Antibody Patents, and (C) Know-How and other Patents Covering the Adimab Platform Technology, Adimab Platform Technology Improvements or Program Inventions, in each CGI Antigen case, Controlled by Adimab (or its Affiliates) as of the start of and during the applicable Research License Term, to make, have made, import, have imported, export and have exported, in each case, for research purposes only, the Licensed Research Antibodies for such Target for a period beginning on the date of Surface’s exercise of a Buy-In Right the Research Option for each CGI Antigen) such Target and expiring on the date [***] years after such exercise (subject to Section 9.1) (the “Research License Term”). Such license shall be non-exclusive and shall exclude the use of any Licensed Research Antibodies in humans. This license grant is granted by Adimab as of the Effective Date as a current license grant, subject only to the Research Option exercise by Surface but not any other action by Adimab. (ii) The license granted under Section 3.2(b)(i) shall be sublicensable solely to (x) Controlled Contractors or (y) in connection with the sublicensing of commercial rights to a therapeutic product against the same Target, in either case, pursuant to sublicenses that are consistent with all relevant terms and conditions of this Agreement, ABX agrees to grant, including Sections 2.4 and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen 9.4 hereof. Surface shall remain responsible for all payments and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted other performance obligations due under this Section 2.5 upon the approval of ABXAgreement, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights notwithstanding any license or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross Licenseit may grant.

Research License. Following Selection Infinity hereby grants to JJPRD a worldwide, non-exclusive[**] license, under Infinity Intellectual Property, to use compounds included in the Library Compound Pool and Library Compound Structure Information for research purposes in the discovery of each CGI Antigen JJPRD products (or exercise which license shall include the right to use Synthetic Pathways to synthesize compounds included in the Library Compound Pool and JJPRD Analogs that derive from such compounds included in the Library Compound Pool, for the purpose of a Buy-In Right for each CGI Antigen) performing Drug Discovery Programs); provided that in the event Amgen exercises its option to exclusively license any compounds included in the Library Compound Pool under the terms of the Amgen Agreement, the right to use Synthetic Pathways to synthesize such exclusively licensed compounds included in the Library Compound Pool and JJPRD Analogs that are synthesized using such exclusively licensed compounds included in the Library Compound Pool shall terminate. With respect to any Exclusive Library Compound of JJPRD, the license set forth in this Section 3.1.1 shall immediately and automatically become exclusive (even with respect to Infinity, but subject to any non-exclusive research licenses [and in the case of Amgen, non-exclusive research and development licenses granted under the Amgen Agreement] that had been granted by Infinity to Third Parties with respect to the relevant compound included in the Library Compound Pool prior to such compound becoming an Exclusive Library Compound) upon JJPRD’s payment of the Library Compound Exclusivity Fee pursuant to Section 3.6.1 of this Agreement and such license shall survive in perpetuity (subject to any terms and conditions of this AgreementAgreement expressly providing for [**]). Subject to Section 3.3, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, licenses set forth in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI this Section 3.1.1 shall have further include the right to sublicense grant sublicenses to Affiliates of JJPRD and to Third Party collaborators (provided such collaborators are under an obligation to not determine the rights granted under this Section 2.5 upon structure of any compound included in the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such Library Compound Pool) and Third Party contractors engaged solely on a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a nonfee-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABXfor-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross Licenseservice basis.

Research License. Following Selection Xxxxxx retains a nonexclusive, royalty-free license, without the right to sublicense, to use the Assigned Assets for research, clinical and other noncommercial purposes only, including the right to produce Vaccine for such purposes, solely at a nonprofit U.S. research or educational institution with which Xxxxxx has his principal affiliation and which institution has specifically agreed to the provisions of each CGI Antigen this Section 6 (or exercise of a Buy-In Right for each CGI Antigen) and "Employing Institution"). The foregoing license shall be subject to the same terms and conditions as apply to the Xxxx Xxxxx Cancer Institute ("JWCI") under Section 2 (first and second paragraphs, except the right to purchase vaccine for non-FDA approved indications) of the Cross-License Agreement between CancerVax and JWCI dated as of July 24, 1998 (the "CROSS-LICENSE AGREEMENT"). For purposes of this Section 6, Xxxxxx shall be deemed to have only one principal affiliation with a nonprofit U.S. research or educational institution at a given time. If, as a result of any use by Xxxxxx of the Assigned Assets that are then protectable intellectual property, Xxxxxx conceives, makes or reduces to practice any invention, or generates or creates any clinical data or other information, that relates to immunotherapy or immunoregulation through the use of vaccines, antibodies, peptides, nucleotides or any other biological materials to treat or prevent cancer ("Intellectual Property"), Xxxxxx shall, and the Employing Institution shall agree that Xxxxxx shall, promptly disclose to CancerVax in writing the Intellectual Property as it arises in the future. If Xxxxxx desires to use the license granted by the first sentence of this Section 6 at an Employing Institution, Xxxxxx shall, at the time he affiliates with an Employing Institution (after his current, principal affiliation with JWCI), use reasonable, good faith efforts to have an exclusive license to the future Intellectual Property granted to CancerVax by the Employing Institution (and Xxxxxx, if he has retained any rights to the Intellectual Property) upon substantially the same terms as set forth in Sections 1, 3, 4.4 (i.e., a single royalty to be shared, as appropriate, between Xxxxxx and Xxxxxx'x Employing Institution), 7, 8, 9, 10 and 11 of the Cross-License Agreement. If, ABX agrees as a result of such efforts by Xxxxxx, CancerVax and the Employing Institution (including Xxxxxx, if appropriate) have not entered into an agreement granting CancerVax a license to the future Intellectual Property and if Xxxxxx desires to use the license granted by the first sentence of this Section 6 at an Employing Institution, Xxxxxx shall cause the Employing Institution to grant, and hereby grantsthe Employing Institution shall agree to grant, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted under this Section 2.5 CancerVax upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on reasonable terms and conditions substantially identical a right of first refusal to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross Licensefuture Intellectual Property.

Research License. Following Selection Subject to the terms and conditions of each CGI this Agreement, SGI shall automatically be deemed to have granted to Agensys and its Affiliates an exclusive, worldwide, royalty-free license under the SGI Independent Technology solely to conduct the ADC Research Program in accordance with Article 3 of this Agreement (the “Research License”). The Research License shall include the right to evaluate and conduct research on ADC Product Candidates solely for the purpose of determining Agensys’ interest in obtaining an Exclusive License for such Designated Antigen, but shall not include (a) the right to grant sublicenses thereto to any Third Party, (b) the right to initiate any human clinical trial utilizing such ADC Product Candidate in any country or (c) the right to make, have made, use or sell an ADC Product Candidate or any SGI Independent Technology. In addition, Agensys shall not, (i) without SGI’s prior written permission, file any patent applications that claim ADC Product Candidates to Designated Antigens unless and until Agensys obtains an Exclusive License as set forth in Section 10.1.2, at which time Agensys may file such patent applications relating to such Exclusive Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have without SGI’s prior written permission, make any publications directly relating to ADC Product Candidates unless and until Agensys obtains the right Exclusive License set forth in Section 10.1.2, at which time Agensys may make such publications to sublicense the rights granted under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, Exclusive Antigen subject to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement, including, without limitation, Section 14.6. The sublicense granted by ABX Notwithstanding the foregoing, Agensys shall be allowed to send ADC Product Candidates under this Section 2.5 with respect a material transfer or similar agreement to a CGI Antigen (bona fide Third Party research collaborator for pre-clinical research, provided that such Third Party collaborator is bound by obligations of confidentiality and the further sublicensesassignment of inventions to Agensys or SGI, if anyas applicable, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance consistent with the terms of such CGI Product Sublicensethis Agreement. In The Research License shall continue on a Designated Antigen-by-Designated Antigen basis for the event that ABX enters into a Product Sublicense Research License Period and shall expire with respect to a CGI each Designated Antigen on the earlier of (i) [***], or (ii) [***], or (iii) [***]. For the avoidance of doubt, all Research Licenses granted hereunder shall terminate immediately upon the date Agensys obtains the last of three (3) Exclusive Licenses hereunder. [***] Certain information on this page has been omitted and CGI filed separately with the Securities and Exchange Commission. Confidential treatment has not within six (6) months thereafter entered into a CGI Product Sublicense been requested with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross Licenseomitted portions.

Research License. Following Selection of each CGI Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject Subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under during the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Research Term for each Xxxxxxx Antigen, in each case solely for purposes relating Fate hereby grants to or in connection with research or development Xxxxxxx a non-exclusive, royalty-free, non-transferable (iexcept as permitted under Section 17.4) of Covered Products for use license in the field of Gene Therapy or (ii) involving Genetic Material when used Territory, with viral or nonviral gene transfer systems. CGI shall have the right to sublicense the rights granted grant sublicenses solely in accordance with Section 5.5.1, under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, Fate Research Patents and Fate Research Know-How solely as and to the extent that ABX has necessary to enable Xxxxxxx to perform Xxxxxxx’x obligations as set forth under the right to do soResearch Plan for each Xxxxxxx Antigen (including through the engagement of subcontractors in accordance with Section 3.9) (the “Research License”). For the avoidance of doubt, grant at CGI's request (a) except as otherwise expressly set forth in the Research Plan for the Xxxxxxx Antigen, Xxxxxxx shall not conduct any Development, Manufacture, or Commercialization of any Collaboration Candidate, or any product containing any Collaboration Candidate, unless and until such time as Xxxxxxx exercises its Commercial Option in accordance with Section 4.3 for such Collaboration Candidate and such Collaboration Candidate becomes a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 Licensed Collaboration Candidate, (b) if Xxxxxxx does not exercise its Commercial Option with respect to a CGI Antigen (and Collaboration Candidate during the further sublicensesapplicable Commercial Option Term in accordance with Section 4.3, if any, the Research License granted by CGI to Xxxxxxx under this Section 2.5 5.1.1 shall expire with respect to such CGI AntigenCollaboration Candidate upon expiration of such Commercial Option Term; and (c) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant if Xxxxxxx terminates this Agreement under Section 15.3 with respect to Section 2.4.1 above regarding such CGI any particular Xxxxxxx Antigen or (B) CGI enters into a CGI Product Sublicense related during the Antigen Research Term, then the Research License granted to such CGI Antigen; provided, however, that termination of a sublicense Xxxxxxx under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense 5.1.1 with respect to such CGI Antigen, which rights or sublicense Xxxxxxx Antigen shall terminate or expire only in accordance with the terms of such CGI Product Sublicense. In the event that ABX enters into a Product Sublicense with respect to a CGI Antigen Section 15.7.1(a) and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense this Agreement shall terminate with respect to such CGI Xxxxxxx Antigen in accordance with Section 15.3. During the Antigen Research Term for each Xxxxxxx Antigen, the sublicense granted under this Section 2.5 Fate shall not enter into an agreement with a Third Party relating to, or otherwise grant any rights to any Third Party with respect to, any CAR Cell Construct expressing a CAR Directed to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross LicenseXxxxxxx Antigen.

Research License. Following Selection of each CGI Antigen Isis hereby grants to Amgen during the Collaboration Term (or exercise of a Buy1) an exclusive, worldwide, royalty-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreementfree license, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have the right to sublicense to subcontractors approved pursuant to Section 3.5, under the rights granted Isis ASO Compound Patent Rights, Isis' interest in the Joint Patent Rights, Collaboration Know-How and Isis' interest in Joint Know-How solely to perform Amgen's responsibilities under the Collaboration, and (2) a non-exclusive, worldwide, royalty-free license, with the right to sublicense to subcontractors approved pursuant to Section 3.5, under the Isis Core Technology Patent Rights, the Isis Manufacturing Patent Rights and the Isis Know-How, solely to perform Amgen's responsibilities under the Collaboration; PROVIDED, HOWEVER, that the license to Amgen under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement. The sublicense granted by ABX under this Section 2.5 5.1(a)(i) with respect to a CGI Antigen (and the further sublicenses, if any, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar Isis' rights or sublicense under the CGI Product Sublicense with respect [***] License is limited to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance with the terms scope of such CGI Product Sublicense. In permissible licenses under the event that ABX enters into [***] License (a Product Sublicense with respect to a CGI Antigen and CGI has not within six (6) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen, the sublicense granted under this Section 2.5 with respect to such CGI Antigen shall terminate. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms copy of the applicable ABX In-License(s) pursuant relevant portion of which has been provided to which such ABX-Controlled Rights were granted to ABX and (y) Amgen). Notwithstanding the rights and sublicenses granted to CGI under this Section 2.5 foregoing or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross Licensecontrary, Isis retains the right to practice under the Isis ASO Compound Patent Rights and Collaboration Know-How solely to perform its responsibilities under the Collaboration, and Isis retains the right to practice under the Joint Patent Rights and the Joint Know-How to perform its responsibilities under the Collaboration and under the Joint Patent Rights not claiming any Amgen Gene Target or any ASO Compound directed thereto and Joint Know-How not directed to any Amgen Gene Target or any ASO Compound directed thereto for any and all other purposes except to the extent that Isis has granted Amgen an exclusive license under any of the foregoing pursuant to this Section 5.1(a).

Research License. Following Selection Subject to the terms and conditions of each CGI this Agreement, SGI shall automatically be deemed to have granted to Agensys and its Affiliates an exclusive, worldwide, royalty-free license under the SGI Independent Technology solely to conduct the ADC Research Program in accordance with Article 3 of this Agreement (the “Research License”). The Research License shall include the right to evaluate and conduct research on ADC Product Candidates solely for the purpose of determining Agensys’ interest in obtaining an Exclusive License for such Designated Antigen, but shall not include (a) the right to grant sublicenses thereto to any Third Party, (b) the right to initiate any human clinical trial utilizing such ADC Product Candidate in any country or (c) the right to make, have made, use or sell an ADC Product Candidate or any SGI Independent Technology. In addition, Agensys shall not, (i) without SGI’s prior written permission, file any patent applications that claim ADC Product Candidates to Designated Antigens unless and until Agensys obtains an Exclusive License as set forth in Section 10.1.2, at which time Agensys may file such patent applications relating to such Exclusive Antigen (or exercise of a Buy-In Right for each CGI Antigen) and subject to the terms and conditions of this Agreement, ABX agrees to grant, and hereby grants, to CGI a nonexclusive sublicense under the Licensed Technology to develop, make, have made, use, import or export or otherwise transfer physical possession of (but not to sell, lease, offer to sell or lease, or otherwise transfer title to) Covered Products related to such CGI Antigen and cells that express or secrete Antibodies to such CGI Antigen, in each case solely for purposes relating to or in connection with research or development (i) of Covered Products for use in the field of Gene Therapy or (ii) involving Genetic Material when used with viral or nonviral gene transfer systems. CGI shall have without SGI’s prior written permission, make any publications directly relating to ADC Product Candidates unless and until Agensys obtains the right Exclusive License set forth in Section 10.1.2, at which time Agensys may make such publications to sublicense the rights granted under this Section 2.5 upon the approval of ABX, which approval shall not be unreasonably withheld. In the event that ABX refuses to approve such a sublicense, ABX shall, Exclusive Antigen subject to the extent that ABX has the right to do so, grant at CGI's request a nonexclusive sublicense of such rights directly to a non-Affiliate third party designated by CGI on terms and conditions substantially identical to the applicable terms and conditions of this Agreement, including, without limitation, Section 14.6. The sublicense granted by ABX Notwithstanding the foregoing, Agensys shall be allowed to send ADC Product Candidates under this Section 2.5 with respect a material transfer or similar agreement to a CGI Antigen (bona fide Third Party research collaborator for pre-clinical research, provided that such Third Party collaborator is bound by obligations of confidentiality and the further sublicensesassignment of inventions to Agensys or SGI, if anyas applicable, granted by CGI under this Section 2.5 with respect to such CGI Antigen) shall terminate at such time as (A) CGI sends ABX an Abandonment Notice pursuant to Section 2.4.1 above regarding such CGI Antigen or (B) CGI enters into a CGI Product Sublicense related to such CGI Antigen; provided, however, that termination of a sublicense under this Section 2.5 with respect to a CGI Antigen pursuant to (B) above shall not affect the duration or survival of a grant of similar rights or sublicense under the CGI Product Sublicense with respect to such CGI Antigen, which rights or sublicense shall terminate or expire only in accordance consistent with the terms of such CGI Product Sublicensethis Agreement. In The Research License shall continue on a Designated Antigen-by-Designated Antigen basis for the event that ABX enters into a Product Sublicense Research License Period and shall expire with respect to a CGI each Designated Antigen and CGI has not within six on the earlier of (6i) months thereafter entered into a CGI Product Sublicense with respect to such CGI Antigen[ * ] , or (ii) [ * ] , or (iii) [ * ] . For the sublicense avoidance of doubt, all Research Licenses granted under this Section 2.5 with respect to such CGI Antigen hereunder shall terminateterminate immediately upon the date Agensys obtains the last of three (3) Exclusive Licenses hereunder. It is understood and agreed that (x) as to ABX-Controlled Rights, the grant of rights under this Section 2.5 shall be subject to and limited in all respects by the terms of the applicable ABX In-License(s) pursuant to which such ABX-Controlled Rights were granted to ABX and (y) the rights and sublicenses granted to CGI under this Section 2.5 or any other provision of this Agreement shall be subject in all respects to the GenPharm Cross License.-39-