Common use of Right to Sublicense Clause in Contracts

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.

Right to Sublicense. (a) Subject Licensee shall be free to grant sublicenses to any Subsidiary or Affiliate of Licensee for so long as such Person remains a Subsidiary or an Affiliate of Licensee. Any such sublicense shall be subordinate to and conform to the terms and conditions of this AgreementLicense, Zai and shall have not include the right for such sublicensee to grant sublicenses to persons who are not also Subsidiaries or Affiliates of Licensee. Licensee shall also be free to grant sublicenses to persons who are not Subsidiaries or Affiliates of Licensee to the License: (i) extent necessary to exercise its Affiliates, "have made" rights as provided that (A) in Section 2.1. Any such sublicense shall automatically terminate if such sublicensee ceases be subordinate to be an Affiliate of Zai, and (B) Zai’s right conform to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement License; shall not include the right for such sublicensee to grant sublicenses to other persons; and Zai will remain directly responsible shall not include the right for such sublicensee to make, sell or distribute products made using the Licensed IP for such sublicensee's own account or the account of any person other than Licensee or a Subsidiary or Affiliate of Licensee. In addition, Licensee shall require that any such sublicensee implement and maintain practices and policies sufficient to preserve the confidentiality of all Licensed IP provided to such sublicensee by Licensee, and Licensee shall be solely responsible, as between Licensee and Licensor, for any breach of its obligations under confidentiality with respect to the Licensed IP by any such sublicensee. Except as expressly set forth in this Agreement that have been delegated provision, Licensee shall not, without the prior written approval of Licensor, which approval shall not be unreasonably withheld, delayed, or sublicensed to conditioned, sublicense or transfer in any sublicenseeway any Licensed IP.

Right to Sublicense. Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] (a[**]) Subject to business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, Zai and shall have incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the right to grant sublicenses of the License: foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to its Affiliatesindemnify, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zaihold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result iii)state that Wistar is an intended third party beneficiary of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approvalsuch Sublicense, to contract research organizations, distributors and other Third Party subcontractors including for the sole purpose ofof enforcing such termination, with respect to the License, performing Zai’s obligations with respect to the Developmentindemnification, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai insurance provisions. 2.4.3 No Sublicensee shall obtain NVCR’s prior written consent if Zai wishes be permitted to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by further any of its sublicensees. (b) Zai will not grant a sublicense to rights under any sublicensee that has been debarred or disqualified Sublicense. Each Sublicense shall contain an agreement and acknowledgment by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee the Sublicensee that such sublicensee is Sublicense and the Sublicensee are subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of the license granted to Company under this Agreement and Zai will Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain directly responsible primarily liable to Wistar for all of its Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement that have been delegated against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or sublicensed thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any sublicenseesuch Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval5.9, to contract research organizations, contract manufacturers, distributors and other Third Party subcontractors for the sole purpose of, of (x) with respect to the Exclusive License, performing Zai’s obligations with respect to the Development, manufacture and Commercialization of Licensed Products in the Field in the Territory; provided that Zai may not grant a sublicense under the Exclusive License [***], in each case ((A) and (B)), without Five Prime’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; or (y) with respect to the Research License, conducting research using the Licensed Tool Antibodies in furtherance of the Development and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCRFive Prime’s prior written consent if Zai wishes to sublicense any all or substantially all of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding . (b) Each sublicense shall be subject to a written agreement that is consistent with the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatAgreement, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement. Zai may fulfill any of its obligations under this Agreement itself or through its Affiliates and sublicensees, provided however that Zai will remain directly responsible for all its obligations under this Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any of its Affiliates or sublicensees. Zai shall provide Five Prime with written notice of any sublicense within [***] after it becomes effective (including the identity of the sublicensee and the region in which such rights have been sublicensed) and shall provide Five Prime with a true and complete copy of each sublicense agreement, subject to Zai’s right to redact any confidential or proprietary information contained therein that is not necessary for Five Prime to determine compliance with this Agreement, and an English translation thereof [***], which translation will be a certified translation if requested by Five Prime; [***]. Zai will provide Five Prime with copies of any quality oversight or audit reports, including certified English translations thereof if requested by Five Prime[***], from audits that Zai has conducted on any sublicensees or subcontractors that Zai engages to fulfill its obligations under this Agreement that have been delegated to the extent such reports are relevant to such sublicensees’ or sublicensed to subcontractors’ conduct of such obligations no later than [***] after receiving or preparing, as applicable, any sublicenseesuch report.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall LICENSEE will have the right to grant sublicenses of under the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to license granted in Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms 2.1 of this Agreement, through multiple tiers, to any Affiliate or third-party. Zai will promptly provide a copy Each sublicense of the executed agreement with each sublicensee to NVCRLICENSEE’s rights shall be in writing, which copy may shall be redacted to remove financial terms. Zai shall ensure that its sublicensees comply consistent with the terms and conditions of this Agreement hereof, and Zai will remain directly responsible for all of shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement that between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been delegated sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or sublicensed amendment that are unrelated to any sublicenseeLICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai MERCK shall have the right to grant sublicenses of to Sublicensees under the License: (ilicenses granted to it under Section 8.1.1(c) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the Licenseany Optimized Lead Compounds and Development Candidates (including, performing Zai’s obligations for greater certainty, Co-Developed Development Candidates) and Section 8.2 with respect to any Product (including, for greater certainty, Co-Developed Products); provided, that, (a) it shall be a condition of any such sublicense that such Sublicensee agrees to be bound by all terms of this Agreement applicable to the DevelopmentDevelopment or Commercialization, and Commercialization as the case may be, of Licensed Products in the Field in the Territory. Notwithstanding Territory (including, without limitation, Article 7); (b) MERCK shall provide written notice to ARCHEMIX of any such proposed sublicense at least [***] days prior to such execution and provide copies to ARCHEMIX of each such sublicense in the foregoingform to be executed at least [***] business days prior to such execution; (c) if MERCK grants a sublicense to a Sublicensee, except for sublicenses MERCK shall be deemed to have guaranteed that such Sublicensee will fulfill all of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCRMERCK’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement applicable to the subject matter of such sublicense; and (d) MERCK shall not be relieved of its obligations pursuant to this Agreement as a result of such sublicense. Any sublicenses granted by MERCK under Section 8.1.1(c) and/or Section 8.2 with respect to Co-Developed Development Candidates and Co-Developed Products for which ARCHEMIX has exercised its Co-Development and Co-Promotion Option and has not exercised its Opt-Out Right shall require ARCHEMIX’s consent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that, any region within the Territory. Notwithstanding the grant of any such sublicense hereunder, Zai shall remain liable granted by MERCK with respect to a Co-Developed Product for any breach or default Commercialization outside of the applicable terms and conditions of this Agreement by any of its sublicenseesCo-Development Territory shall not require ARCHEMIX’s consent. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.

Right to Sublicense. (a) Subject BCV may sublicense its rights under the Evaluation License solely to any Affiliate or Third Party engaged by BCV to perform research and/or development activities on behalf of and for the terms and conditions benefit of this AgreementBCV, Zai shall have but without the right to grant sublicenses of the License: (i) to its Affiliatesfurther sublicenses, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent compliance with the terms of this Agreement. Zai will promptly Not later than ten (10) business days after granting any Sublicense, BCV shall provide Senesco with a true and correct copy of the executed agreement Sublicense agreement. (b) On and after the Commercialization License Commencement Date, BCV may sublicense its rights under the Commercialization License to any Affiliate or Third Party, including the right to grant further sublicenses through one or more tiers of sublicensees, subject to compliance with each the terms of this Agreement. Not later than ten (10) business days after granting any Sublicense, BCV shall provide Senesco with a true and correct copy of the Sublicense agreement. (c) Each Sublicense granted by BCV to a permitted sublicensee pursuant to NVCR, which copy may this Section 2.2 shall be redacted subject and subordinate to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all shall contain terms and conditions consistent with those in this Agreement and shall not in any way diminish, reduce or eliminate any of its BCV’s obligations under this Agreement. Without limiting the foregoing, each Sublicense agreement with a permitted sublicensee shall be in writing and shall contain the following provisions: (i) if the Sublicense includes commercialization rights with respect to Licensed Products, a requirement that such sublicensee submit applicable sales or other reports consistent with the requirements of this Agreement, and (ii) a requirement to keep books and records, and if the Sublicense includes commercialization rights with respect to Licensed Products or the payment of Sublicense Income, to permit Senesco and any licensor to Senesco of Biofuel IP licensed under this Agreement to BCV to audit (through an independent auditor) such books and records, in each case consistent with the requirements of this Agreement, (iii) a requirement that such sublicensee comply with the confidentiality provisions of this Agreement, (iv) a requirement to comply with all other applicable terms of this Agreement, and (v) a provision specifying that Senesco shall be a third party beneficiary of such Sublicense agreement with the independent right to enforce its terms against the sublicensee to the extent reasonably necessary to protect the Senesco Parties’ rights under this Agreement. In addition, BCV shall use Commercially Reasonable Efforts to obtain for Senesco and its licensors (x) the right to audit the books and records of any Sublicensee that does not fall within the requirements of clause (ii) above, and (y) the right to inspect each Sublicensee’s facilities upon reasonable notice to the extent reasonably required to verify the Sublicensee’s compliance with the terms of this Agreement, provided that if BCV is unable to secure such rights for Senesco and its licensors, BCV shall secure such rights for itself, and shall exercise such rights, at Senesco’s cost, promptly after Senesco’s request and provide to Senesco a written report of the audit and/or inspection. (d) BCV shall diligently enforce compliance by each of its sublicensees with the applicable Sublicense agreement. Any act or omission of a sublicensee shall be deemed an act or omission of BCV under this Agreement. If BCV discovers that a sublicensee has taken any action or failed to take any action that would, if done so by BCV, constitute a breach of this Agreement that have been delegated or sublicensed continues beyond all applicable grace periods, BCV promptly shall notify Senesco thereof, and in addition to any taking all actions reasonably necessary to cause the cessation of such breach, BCV shall take such remedial action as may be reasonably requested by Senesco, including termination of such sublicensee’s agreement as reasonably requested by Senesco.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI, which shall not be commercially unreasonably withheld. Any such permitted sublicense: (ai) Subject shall be subject to the terms and conditions of this Agreement, Zai ; (ii) shall have expressly exclude the right to further sublicense without the consent of BRNI, which shall not be commercially unreasonably withheld; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant sublicenses any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the LicenseTerm of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) all Intellectual Property developed, conceived of, or created in connection with such sublicense agreement by or on behalf of the sublicensee is licensed to BRNI and its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zaifor any and all non-commercial purposes, and (B) Zai’s on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to freely sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10Intellectual Property; (ii) NVCR has the right sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to audit (either by itself or through Zai or Zai’s designee) the books all Confidential Information of BRNI, NRV II and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7)Neurotrope; and (iii) the BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense agreement. Neurotrope shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent promptly supply BRNI with the terms of this Agreement. Zai will promptly provide a copy of the executed each sublicense agreement with each sublicensee for BRNI’s review prior to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseesuch agreement being executed.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Cara shall have the right to grant sublicenses through multiple tiers under the license granted to it under Section 2.1 to any of Cara’s Affiliates and to any Third Parties (including the License: rights of Sub-licensees to grant further sublicenses) for the Development and Commercialization of Products in the Territory in the Field, including for Manufacture of Product by a CMO; provided that (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses Cara shall not apply to Affiliates who become Affiliates after the Effective Date as a result be relieved of any stock or asset acquisition involving Zaiof its obligations under this Agreement; and (ii) subject to Section 5.8 Cara shall secure all appropriate covenants, obligations and NVCR’s prior written approvalrights from any such Sub-licensee, including licenses, assignment of intellectual property rights and confidentiality obligations, to contract research organizationsensure that such Sub-licensee is subject to, distributors and other Third Party subcontractors complies with, all of Cara’s applicable covenants and obligations under this Agreement; (iii) Cara shall be responsible for the sole purpose ofperformance of its obligations under this Agreement and shall use Commercially Reasonable Efforts to enforce the obligations of each Sub-licensee under the relevant Sublicense Agreement, with respect to including the Licenseperformance of activities required, performing Zai’s obligations with respect to the Development, making of all payments due and Commercialization the making of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations reports under this Agreement with respect to any region within the Territory. Notwithstanding the grant sales of any sublicense hereunderProduct by such Sub-licensee, Zai shall remain liable for any breach or default and such Sub-licensee’s compliance with provisions of the applicable terms Sections 2.1, 2.6, 5.1, 5.4, 5.5, 5.7 and conditions Article 4 of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10Agreement; (iiiv) NVCR has the right Cara shall require such Sub-licensee to retain such books and records, and Cara agrees that Cara will audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee any Sub-licensee, at Enteris’ request and expense, in accordance with this the provisions of Section 6.7; (v) Cara shall provide Enteris with a copy of any such Sublicense Agreement (including executed by Cara pursuant to this Section 9.7)2.2 within [***] after execution; (iii) provided, that, the sublicense does financial terms and any other confidential terms of any such Sublicense Agreement may be redacted to the extent not impose any payment obligations relevant to the determination or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in enforcement of Enteris’ rights under this Agreement; and (vvi) the Cara shall provide written notice to Enteris of such Sub-licensee within [***] after execution, but not in order to seek approval. All obligations of Cara under this Section 2.2 shall apply mutatis mutandis to all Sub-licensees of Cara that further sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms their rights and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseefurther Sub-licensees, and Cara shall require each of its Sub-licensees to include appropriate provisions in such further sublicense.

Right to Sublicense. (a) Subject 2.2.1 BI shall be entitled to the terms and conditions sublicense its rights under Section 2.1 above to any of this Agreementits Affiliates. Furthermore, Zai shall have the right BI is entitled to grant sublicenses of the License: (i) engage Third Party contractors to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, Non-clinically and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after Clinically Develop and Commercialize the Effective Date as a result of any stock or asset acquisition involving Zai; Licensed Vaccines and Licensed Products on BI's behalf and (ii) to authorize wholesalers and other distributors to Commercialize the Licensed Vaccines and the Licensed Products. Any other sublicenses to Third Parties require CureVac's prior written consent. CureVac will not unreasonably withhold or delay its consent with respect to sub licenses for the Commercialization of the Licensed Vaccines and Licensed Products after receipt of Regulatory Approval on a country-by-country basis. EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT CONFIDENTIAL 2.2.2 Any right to sublicense to a Sublicensee is subject to Section 5.8 the respective sublicense agreement containing terms and NVCR’s prior written approvalconditions that are not inconsistent with those contained in this Agreement, and shall include provisions regarding CureVac's back licenses, CureVac's rights to contract research organizationsCollaboration Intellectual Property, confidentiality, indemnification, audit, record¬keeping and termination for CureVac's protection that are consistent with those provided herein. BI shall remain liable to CureVac for all obligations under this Agreement, including payment to CureVac of any amounts due on account of sales or other disposition of Licensed Products by Sublicensees. BI shall notify CureVac in writing of any sublicensing agreement (except intra company sublicensing agreements with Bl's Affiliates and any agreements with CMOs, CROs, distributors and other Third Party subcontractors for the sole purpose ofwholesalers) within [*****] after its execution. Upon request, with respect BI shall provide to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide CureVac a copy of such sublicensing agreement (except intra company sublicensing agreements with Bl's Affiliates and any agreements with CMOs, CROs, distributors and wholesalers), provided that the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial termsthe extent not necessary for CureVac to understand the scope of such sublicense and determine if BI is in compliance with this Section 2.2.2. Zai shall ensure that its sublicensees comply with All information provided by BI to CureVac under this Section 2.2.2 will be deemed to be Confidential Information of BI and will be subject to the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseeArticle 10 hereof.

Right to Sublicense. Lilly shall have the right to grant sublicenses (athrough multiple tiers) Subject under the license granted to it under Section 2.1.1 to any of its Affiliates, and to any Third Party pursuant to a written agreement, provided, that (i) any such sublicense shall be consistent with and subject to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject Lilly shall [***] to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors Sigilon for the sole purpose of, performance of its Sublicensee(s) or any Affiliate to which it grants a sublicense with respect to the License, performing ZaiLilly’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly In the event that Lilly grants sublicenses to any Third Party and the scope of such rights is broader than enabling such Third Party to perform services, including distribution services, on behalf of Lilly or any Affiliate of Lilly (for example, the right to develop and commercialize Licensed Products in a given country in the Territory), it shall do so pursuant to a written sublicense agreement (each a “Sublicense Agreement”). Lilly shall provide Sigilon a copy of the executed agreement with each sublicensee Sublicense Agreement, for delivery to NVCRM.I.T., which copy it being understood that [***] information may be redacted from such copy to remove financial the extent such information is not necessary to verify compliance hereunder and the terms, conditions and existence of such Sublicense Agreement shall be deemed the Confidential Information of Lilly. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed With respect to any sublicenseeSublicense Agreement entered into with a Third Party before the date that is [***] years from the Effective Date, Lilly must obtain Sigilon’s written consent prior to executing such Sublicense Agreement, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Parties acknowledge and agree that a Sublicense Agreement with a contract service provider or a Party obtaining only a license to Develop Licensed Products (and not Commercialize Licensed Products) does not require Sigilon’s consent under the preceding sentence.

Right to Sublicense. The licenses granted in Section 2.1 include the right to grant sublicenses (athrough multiple tiers) Subject to Third Parties (each such Third Party sublicensee, a “Sublicensee”), provided that: (1) each such sublicense shall be subordinate to this Agreement, (2) no such sublicense shall impair EYEFITE (directly or with and through its Sublicensees) to perform its obligations hereunder, (3) no such sublicense shall limit or impair CANFITE’s rights hereunder, (4) no such sublicense shall limit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions set forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to develop and commercialize the Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and the obligation to keep records and make reports hereunder, (6) the sublicense will require the approval of this AgreementCANFITE, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to which will not be an Affiliate of Zaiunreasonably withheld, and (B7) Zai’s right as far as such sublicense includes also the PHS Patents, also the approval of PHS, as stipulated in the PHS Agreement. EYEFITE shall provide CANFITE with a true, accurate and complete copy of each sublicense agreement with its Sublicensees promptly after execution. Each sublicense granted to grant sublicenses a Sublicensee by EYEFITE to any rights licensed to it hereunder shall not apply terminate immediately upon the termination of the license from CANFITE to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, EYEFITE with respect to such rights as of the Licenseeffective date of such termination by CANFITE pursuant to Section 11.2(b), performing Zai’s provided however, that if a Sublicensee is not in material default of its obligations with respect to the DevelopmentEYEFITE under its sublicense agreement, and Commercialization within sixty (60) days of Licensed Products such termination the Sublicensee agrees in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License writing to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes be bound directly to sublicense any of Zai’s rights or obligations CANFITE under a license agreement substantially similar to this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense rights sublicensed hereunder, Zai shall remain liable substituting such Sublicensee for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatEYEFITE, prior to engaging any sublicensee that then such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseenot so terminate.

Right to Sublicense. (a) Subject Licensee shall be entitled to sub-license the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations granted under this Agreement with respect only as part of a licence of a Licensed Service in its entirety (i.e., not on a individual title by title basis, but Licensee may license one or more of the Licensed Services to a particular Approved Sublicensee) via the Approved Sublicensees on the following basis: Licensee shall be liable to Licensor for any region within the Territory. Notwithstanding the grant act or omission of any sublicense hereunderApproved Sublicensee which would be a breach of this Agreement if done or failed to be done by Licensee, Zai and any such breach by such Approved Sublicensee shall remain liable be deemed a Licensee Event of Default hereunder if such breach would otherwise satisfy the definition of “Licensee Event of Default” as set out in Section 17.1. Licensee shall be responsible for all claims, actions, expenses and liability suffered or incurred by Licensor, arising out of or in connection with any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. Approved Sublicensee. Only the Approved Sublicensees shall be entitled to manage and control (a) the relevant Approved Delivery Means; (b) Zai will not grant a sublicense the direct transactional interface with each Subscriber to any sublicensee that has been debarred or disqualified by a Regulatory Authoritythe Licensed Service; (c) the billing relationship with each Subscriber to the Licensed Service; and (d) the collections of all fees payable in respect of each Subscriber Transaction. Zai will ensure thatApproved Sublicensees shall be entitled to carry out advertising/marketing/promotional activities, prior subject always to engaging any sublicensee that such sublicensee is subject to written agreement containing the following same terms and conditions: (i) each such sublicensee must protect conditions as set out in this Agreement. Licensee shall remain at all times the sole sub-licensor of Included Films for the Licensed Service. All Included Films licensed hereunder are sub-licensed to the Approved Sublicensees and keep confidential any Confidential Information of made available on the Parties, including relevant Licensed Service in accordance with Article 10; (ii) NVCR has the right terms hereof. Licensee shall remain at all times responsible for the scheduling of Included Films and determining or approving the format of layout and navigation of the Licensed Service. Licensee shall require the Approved Sublicensees to audit (either by itself or through Zai or Zai’s designee) observe and perform all the books and records relevant obligations of each such sublicensee Licensee under this Agreement in relation to the exercise of the sub-licensed rights. No arrangement with the Approved Sublicensee shall grant rights in respect of any Included Films that are greater than those granted to Licensee hereunder. Any use of marketing materials in respect of any Included Films including on the Approved Sublicensees’ web pages is strictly in accordance with this Agreement (including pursuant and the Licensor’s written instructions from time to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseetime.

Right to Sublicense. (a) Subject QMS may sublicense the rights granted under Section 2.1(a), without any further right of sublicense, only as follows: to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate without the consent of Zai, and (B) Zai’s right Q-Med but may not grant a sublicense to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for except upon the sole purpose ofconsent of Q-Med, with respect which may not be unreasonably withheld, delayed or conditioned. Consent of Q-Med shall be deemed given if Q-Med fails to the Licensenotify QMS in writing, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicenseesrefusal to consent within twenty (20) days of its receipt of notice of request for consent, accompanied by reasonably detailed and accurate information about the prospective sublicensee. (b) Zai will not grant a Notwithstanding any sublicense granted hereunder, QMS shall in all events remain jointly and severally liable to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent Q-Med for compliance with the terms of this Agreement. Zai will , including all diligence, payment and reporting obligations. (c) QMS shall promptly provide Q-Med with a copy of the executed all provisions of any sublicense agreement with each sublicensee entered into pursuant to NVCRthis Section 2.2, (which copy may be redacted to remove redact financial terms. Zai ) each of which shall ensure that its sublicensees comply with the terms include provisions regarding confidentiality, indemnity, reporting, audit rights, access to data and conditions of informational obligations (collectively “Required Provisions”) no less protective or comprehensive than those set forth in this Agreement and Zai will remain directly responsible for all in the QMS Supply Agreement, and which shall name Q-Med as an intended third party beneficiary of its obligations under such Required Provisions. No such agreement shall contain any provision purporting or having the effect of mitigating, abating or ameliorating the effect of the Required Provisions, or granting to such sublicensee the right to grant further sublicenses. All sublicenses granted in violation of this Agreement that have been delegated or sublicensed to any sublicenseeSection 2.2 are void ab initio.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to may grant sublicenses of the Licenselicense granted to it under Section 2.1: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate terminates if such sublicensee Sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other a Third Party subcontractors subcontractor for the sole purpose of, with respect to the License, of performing a portion of Zai’s obligations with respect to the Development, Development and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoingProducts, except for sublicenses of the License including distributors; and (iii) to its Affiliates in accordance with Section 2.2(a)(i)a Third Party, provided that Zai shall obtain NVCREntasis’s prior written consent if Zai wishes (not to sublicense any be unreasonably withheld, conditioned, or delayed) prior to sublicensing all or substantially all of Zai’s rights or obligations under this Agreement with respect to any region within for the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicenseesPRC. (b) Zai will not grant a Each sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is under the Licensed Technology shall be subject to written agreement containing at least the following terms and conditions: (i) requiring each such sublicensee must Sublicensee to protect and keep confidential any Confidential Information of the Parties, including Parties in accordance with Article 1010 of this Agreement; (ii) NVCR has the right to providing that Entasis may audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee Sublicensee in accordance with this Agreement (including pursuant to Section 9.7)Agreement; (iii) the sublicense that does not impose any payment obligations or liability on NVCREntasis; and (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense that is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy , including the governance requirement of the executed agreement with each sublicensee this Agreement as to NVCR, which copy may be redacted to remove financial termsDevelopment and Commercialization activities. Zai shall ensure provide a complete copy of each sublicense agreement to Entasis within [*] after the grant of a sublicense, subject to Zai’s right to redact any confidential or proprietary information contained therein that its sublicensees comply is not necessary for Entasis to determine compliance with the terms and conditions of this Agreement and Agreement. Zai will shall remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseeSublicensee, and any Sublicensee conduct that would have constituted a breach of this Agreement shall be deemed a breach of this Agreement as if it had been engaged in by Zai. Zai shall not grant a sublicense to any Sublicensee that has been debarred or disqualified by a Regulatory Authority.

Right to Sublicense. Neurotrope shall have no right to sublicense the rights granted in Section 2.1 to a Third Party, without the prior written consent of BRNI. Any such permitted sublicense: (ai) Subject shall be subject to the terms and conditions of this Agreement, Zai ; (ii) shall have expressly exclude the right to sublicense; and (iii) shall be made pursuant to a written agreement between Neurotrope and such sublicensee providing that Neurotrope’s obligations under this Agreement shall be binding upon such sublicensee as if such sublicensee were a party to this Agreement. Neurotrope shall be liable and responsible for, and shall assume all liabilities and responsibilities for, the acts or omissions of its sublicensees and shall not grant sublicenses any rights that are inconsistent with the rights granted to, and obligations of, Neurotrope hereunder. Any act or omission of a sublicensee that would be a breach of this Agreement if performed by Neurotrope shall be deemed to be a breach of this Agreement by Neurotrope. No sublicense agreement granted by Neurotrope shall contain any provision which would cause such sublicense agreement to extend beyond the LicenseTerm of this Agreement. Without limiting any other provision of this Section 2.2, each sublicense agreement must expressly provide that: (i) to its Affiliatesall Intellectual Property developed, provided that (A) conceived of, or created in connection with, such sublicense agreement shall automatically terminate if such sublicensee ceases be assigned to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10BRNI; (ii) NVCR has the right sublicensee shall be bound by confidentiality obligations that are no less stringent than those set forth in Article 7 with respect to audit (either by itself or through Zai or Zai’s designee) the books all Confidential Information of BRNI, NRV II and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7)Neurotrope; and (iii) the BRNI and, if applicable, NRV II are intended Third Party beneficiaries of such sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense agreement. Neurotrope shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent promptly supply BRNI with the terms of this Agreement. Zai will promptly provide a copy of the executed each sublicense agreement with each sublicensee for BRNI’s review prior to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseesuch agreement being executed.

Right to Sublicense. 2.3.1 Calithera may grant sublicenses under the license set forth in Section 2.1 to its Affiliates and Third Parties, subject to the terms and conditions set forth in Sections 2.2 and 2.3. An existing Sublicensee in good standing may grant further sublicenses, also subject to such terms and conditions. Calithera will provide Symbioscience with a complete copy of each Sublicense Agreement within thirty (a30) Subject days of execution of such agreement, and shall use reasonable efforts to obtain and provide to Symbioscience a complete copy of each further sublicense as soon as practicable after execution thereof. 2.3.2 Each Sublicense Agreement with a Sublicensee, and each further sublicense, shall be consistent with and subject to the terms and conditions of this Agreement. 2.3.3 Calithera will monitor compliance with and use reasonable efforts to enforce the terms of the Sublicense Agreements against its Sublicensees, Zai and shall require that its Sublicensees also use reasonable efforts to enforce the terms of any approved sublicense agreements with further Sublicensees. 2.3.4 In no event shall Calithera or any Affiliate or Sublicensee have the right to grant sublicenses any sublicense that is a [*] to any Third Party under the Licensed Patents without the prior written consent of the LicenseSymbioscience, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes hereof, a “[*]” shall mean a sublicense granted to a Third Party under any Licensed Patent that both: (ia) to its Affiliates, provided [*] that (A) such [*] or [*] or [*] the relevant sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zaiis granted, and (Bb) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock [*] and/or [*] that [*] or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development[*] or [*] such sublicense is granted, and Commercialization [*] and [*]. Any breach of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with this Section 2.2(a)(i), Zai 2.3.4 by any Affiliate or Sublicensee shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any be deemed a material breach or default of the applicable terms and conditions of this Agreement by any Calithera, giving rise to termination rights as provided in Section 10.2, provided that it is understood and agreed that Calithera may cure such breach by either terminating the Sublicense Agreement with the Sublicensee that breaches this provision, or by causing the termination of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatthe applicable [*], prior to engaging any sublicensee the date that is [*] days after notice from Symbioscience under Section 10.2.1 of such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseebreach.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall LICENSEE will have the right to grant sublicenses of under the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to license granted in Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms 2.1 of this Agreement, through multiple tiers, to any Affiliate or third-party. Zai will promptly provide a copy Each sublicense of the executed agreement with each sublicensee to NVCRLICENSEE’s rights shall be in writing, which copy may shall be redacted to remove financial terms. Zai shall ensure that its sublicensees comply consistent with the terms and conditions of this Agreement hereof, and Zai will remain directly responsible for all of shall require the sublicensee, in granting any further sublicenses, to comply with LICENSEE’s sublicensing obligations hereunder as though such sublicensee were LICENSEE. If LICENSEE grants a sublicense to any third-party, then LICENSEE shall: (i) include in each such sublicense agreement terms that permit LICENSEE to comply with its obligations under this Agreement that between LICENSOR and LICENSEE, including related to reporting sales of Licensed Product to LICENSOR; (ii) notify LICENSOR of such sublicense or amendment thereto within thirty (30) days after it becomes effective, including the identity of the sublicensee and the territory in which such rights have been delegated ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. sublicensed; (iii) at LICENSOR’s request, provide LICENSOR a copy of such sublicense agreement and amendment thereto (provided that LICENSEE may redact those provisions of such agreement or sublicensed amendment that are unrelated to any sublicenseeLICENSEE’s obligations under this Agreement); and (iv) use commercially reasonable efforts to enforce the terms of such sublicense agreement that relate to LICENSEE’s obligations under this Agreement.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Licensee shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect rights to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License IP granted to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense Licensee hereunder, Zai shall remain liable for any breach or default of subject to the applicable terms and conditions of this Agreement by any of its sublicenseeshereinafter set forth. (b) Zai will not grant Licensee shall notify Licensor in writing of the initiation of license negotiations with any potential Sublicensee. Licensor shall have a right to approve (i) the Sublicensee, (ii) the form of sublicense agreement to be used by Licensee in connection with the sublicense to such Sublicensee of any rights to manufacture and/or sell Licensed Products, (ii) any changes to be made to material provisions contained in the form of approved sublicense agreement and (iii) any Licensed Products to be produced by Sublicensees. All such rights of approval shall be exercised reasonably and in good faith and without undue delay. In the event approval of a sublicense by Licensee is withheld by Licensor, Licensor shall notify Licensee in writing of the reason(s) for such withholding of approval. Licensee acknowledges and agrees that Licensor may withhold approval, inter alia, with respect to any sublicense proposed by Licensee that directly and materially interferes with any established license, contract, or business relationship between the Licensor and a third party. During the time period which is the lesser of (i) 12 months from the date hereof, or (ii) the term of the Consulting Agreement between Licensor and Licensee dated as of the Effective Date, Licensee shall not make an offer to sublicense any Licensed IP in the Footwear Field, make any presentations with respect to the Licensed IP in the Footwear Field to any potential sublicensee, or sublicense any of such Licensed IP in the Footwear Field to any sublicensee that has been debarred who sells both footwear and athletic apparel without the prior written consent of Licensor which may be granted or disqualified denied at the sole discretion of Licensor. (c) Licensee shall provide Licensor with one fully executed copy of each sublicense agreement entered into by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing Licensee for the following terms and conditions: manufacture and/or sale of Licensed Products. (id) each such sublicensee must protect and keep confidential any Confidential Information Upon termination of the Parties, including this Agreement in accordance with Article 10; (ii) NVCR Section 4.1, Licensor shall have the right, but not the obligation, to require that Licensee assign to Licensor any rights granted under a sublicense agreement for the manufacture and/or sale of Licensed Products entered into by Licensee and any Sublicensee. Licensor shall exercise the foregoing right by delivering a written notice to Licensee specifying the specific sublicenses which Licensee shall assign to Licensor. Further, in the event that Licensor has the exercised its right to audit (either by itself or through Zai or Zai’s designee) the books and records require assignment of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the any sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and agreement which includes a grant of intellectual property assignment provisions as in this Agreement; and rights not owned by Licensor (v) “Licensee IP”), the sublicense is otherwise consistent with Parties agree to negotiate the terms of the assignment of such sublicense to Licensor under this Section 2.3(b) so as to preserve Licensee's rights to such Licensee IP granted to such Sublicensee, it being agreed and understood by the Parties that such assignment shall not transfer to Licensor the rights to such Licensee IP. If Licensor requests that Licensee assign any sublicense agreement to Licensor, Licensor shall assume all duties and obligations of Licensee pursuant to such assigned sublicense agreement consistent herewith. Nothing herein shall be construed as requiring Licensor to become the assignee of any sublicense agreement entered into by Licensee prior to the termination of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.

Right to Sublicense. Licensee shall have the right to sublicense, through multiple tiers, to any Affiliate or Third Party the License for any Market, provided that (ai) Subject Licensee obtains the express prior written consent from Licensor for each sublicense to any Third Party, (ii) each sublicense agreement shall be consistent with the terms and conditions of this Agreement, Zai shall have ; (iii) Licensee causes the right to grant sublicenses performance of the License: (i) to its Affiliates, provided that (A) each such sublicense shall automatically terminate if such sublicensee ceases Sub-Licensee to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, in compliance with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any Agreement, and Licensee shall remain liable for and shall serve as a surety to guarantee for the liabilities arising out of all acts or omissions of its sublicensees. Sub-Licensees; and (biv) Zai will not grant within ten (10) days after the execution of any sublicense agreement, Licensee shall provide Licensor with a true and complete copy of such sublicense agreement (while the key commercial terms and conditions of which may be reasonably redacted other than those required to any sublicensee that has been debarred or disqualified by a Regulatory Authorityconfirm the Sublicensee’s compliance with the applicable requirements of this Agreement). Zai will ensure thatWithout limiting the generality of the foregoing, prior to engaging any sublicensee that such sublicensee is subject to written each sublicense agreement containing shall contain at least the following terms and conditions: (i) requiring each such sublicensee must Sub-Licensee to protect and keep confidential any Confidential Information of the Parties, including Parties in accordance with Article 1012 of this Agreement; (ii) NVCR has requiring each Sub-Licensee to assign to Licensee (or directly to Licensor) all Data, Inventions and other Information related to the Product that are developed by such Sub-Licensee so that Licensee can comply with its obligations to assign the same to Licensor in accordance with Article 9.1; (iii) providing that Licensor shall have the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee Sub-Licensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCRAgreement; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreementproviding that Licensor is an intended third party beneficiary; and (viv) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated not imposing any obligation or sublicensed to any sublicenseeliability on Licensor).

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to Bausch Health may grant sublicenses of the License: licenses granted to it under Section 2.1 (ia) to its Affiliates, provided that (A) such sublicense shall automatically terminate terminates if such sublicensee Sublicensee ceases to be an Affiliate of ZaiBausch Health, and (Bb) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for solely with the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes of Clearside, such consent not to be unreasonably withheld, conditioned, or delayed. Bausch Health shall ensure that any such permitted sublicense any of Zai’s rights or obligations under this Agreement is consistent with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee Agreement, including that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must Sublicensee shall comply with Applicable Law, (ii) each Sublicensee shall protect and keep confidential any Confidential Information of the Parties, including Clearside in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7)9; (iii) the sublicense does not impose any payment each Sublicensee shall comply with Invention assignment obligations or liability on NVCR; under Section 12.1, and (iv) each the applicable sublicense shall contain will automatically terminate if the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) Sublicensee challenges, directly or indirectly, the sublicense is otherwise consistent validity, enforceability, or scope of any claim with the terms Licensed Patents in a court or other governmental agency of competent jurisdiction, including in a reexamination or opposition proceeding. Within [***] after execution, Bausch Health shall provide Clearside with a full and complete copy of each agreement granting a sublicense to a Third Party; provided that Bausch Health may redact any confidential or sensitive information contained therein that is not necessary to confirm compliance with this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai Bausch Health shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseepermitted Sublicensee, and any such Sublicensee conduct that would have constituted a breach of this Agreement shall be deemed a breach of this Agreement as if it had been engaged in by Bausch Health.

Right to Sublicense. (ai) Subject to the terms and conditions of this Agreement, Zai Cypress shall have the right to grant sublicenses of the License: rights granted to it by Organon under this Agreement, which sublicenses shall permit the further grant of sublicenses, only with the prior written approval of Organon, which approval shall not be unreasonably withheld or delayed. (i1) No approval shall be required for Cypress to its Affiliatesuse contract research organizations in performing development activities under this Agreement. (2) Organon may not withhold approval of a sublicense by Cypress of the Cypress Participation Rights to any Third Party if Cypress has first discussed having Organon perform such detailing or promotion activities, provided the proposed Third Party to whom Cypress wishes to grant such Cypress Participation Rights has marketing capabilities comparable to those of Organon (taking into account, among other things, factors such as market share gained on launch of new products and number of available sales representatives), such Third Party has offered to perform such detailing or promotion activities at a price that (A) is less than the price Organon would charge to perform such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zaidetailing or promotion activities, and (B) Zai’s right Organon has not agreed to grant sublicenses shall not apply to Affiliates who become Affiliates after perform such detailing or promotion activities on behalf of Cypress at a price no more than the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other price for such activities offered by such Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the TerritoryParty. Notwithstanding the foregoing, except for in the event that Organon exercises the Organon Option, Cypress shall have the right to grant sublicenses of the License rights granted to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations it by Organon under this Agreement with respect to any region within Agreement, which sublicenses shall permit the Territory. Notwithstanding the further grant of any sublicense hereundersublicenses, Zai shall remain liable for any breach or default without the approval of the applicable terms and conditions of this Agreement by any of its sublicenseesOrganon. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has Organon shall have the right to audit (either grant sublicenses of the rights granted to it by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in Cypress under this Agreement; and (v) , which sublicenses shall permit the sublicense is otherwise consistent further grant of sublicenses, only with the terms prior written approval of Cypress, which consent shall not be unreasonably withheld or delayed. (1) No approval shall be required for Organon to use contract research organizations in performing development activities under this Agreement. Zai will promptly provide . (2) No approval shall be required for Organon to sublicense the rights of Organon in the Animal Health Field. (3) Cypress may not withhold approval of a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all sublicense by Organon of its obligations commercialization rights under this Agreement that have been delegated or sublicensed Section 7.2 to any sublicenseeThird Party if the proposed Third Party to whom Organon wishes to grant such sublicense rights has marketing capabilities comparable to those of Organon (taking into account, among other things, factors such as market share gained on launch of new products, number of available sales representatives and sales expertise and infrastructure).

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Ranbaxy shall have the right to grant sublicenses of to Third Parties under the License: (i) to its Affiliateslicenses granted under Section 2.1, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after through a single tier with the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes of Epirus, solely to sublicense any the extent that such Sublicensee is performing activities for or on behalf of Zai’s rights Ranbaxy or obligations under this Agreement its Affiliates; provided that Ranbaxy [***] in connection with respect to any region within a [***] with a [***] for the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees[***]. (b) Zai will not grant a sublicense With respect to any sublicensee that has been debarred or disqualified by sublicense permitted under Section 2.2(a), Ranbaxy shall enter into a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to binding written agreement containing with any such Sublicensee, that requires that the following Sublicensee complies with the applicable terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant without limitation, ownership of inventions provisions and confidentiality obligations necessary to Section 9.7effect the intent of Articles 10 and 13); (iii) . [***] Ranbaxy shall provide Epirus with [***], including the sublicense does not impose [***]. The foregoing requirement to enter into a written agreement with a Sublicensee shall apply to any payment obligations or liability on NVCR; (iv) each sublicense first level distributor appointed by Ranbaxy[***] of this Agreement. If Ranbaxy is unable to enter into a written agreement with any first level distributor of Products, then Ranbaxy shall contain notify Epirus in writing within [***] of the same indemnification appointment of such distributor, and intellectual property assignment provisions as shall provide Epirus with the identity of such distributor. Further, [***] Ranbaxy shall provide Epirus [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. with a copy of any sublicense agreement [***], which may be [***]. No sublicense granted by Ranbaxy under this Section 2.2 shall relieve Ranbaxy of its obligations of performance under this Agreement; . Any act or omission by a Sublicensee, including any distributor or subdistributor, that would constitute a breach of this Agreement if committed by Ranbaxy shall be cured by Ranbaxy itself, and (v) the sublicense is otherwise consistent if Ranbaxy fails to cure such a breach, Ranbaxy shall remain fully liable for all such breaches in accordance with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Dermira shall have the right to grant written sublicenses of to its Affiliates and to Third Parties, or to enter into a Partner Agreement, under its rights granted under Section 2.1 solely to the License: extent necessary to develop, commercialize, use, offer for sale, sell or import (and have others do the same) Compound and/or Product in the Field and/or Companion Diagnostic in the Diagnostics [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Field, in the Territory; [*****], Dermira’s rights to sublicense to Third Parties [*****] as described below. [*****], Dermira intends to begin negotiations for such a sublicense with a Third Party, then [*****] Dermira entering into such a sublicense with such Third Party or its affiliates, [*****] Dermira entering into such a sublicense with such Third Party or its affiliates. Notwithstanding the foregoing in this Section 2.2, [*****] Dermira entering into such a sublicense with the applicable Third Party or its affiliates. [*****] Dermira to enter into such sublicense at any time [*****] hereunder ([*****]). Provided, however, [*****] prior to Dermira entering into such sublicense, [*****]. For clarity, [*****] Dermira shall have the right to sublicense on prior written notice to Roche, [*****]. If Dermira grants such a sublicense, Dermira shall (i) to inform Roche of the status of its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; sublicensing activities and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default ensure that all of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense shall apply to any sublicensee that has been debarred the Affiliate or disqualified by a Regulatory Authority. Zai will ensure thatthe Third Party, prior as applicable, to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions extent as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee they apply to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible Dermira for all purposes. Dermira assumes full responsibility for the performance of its all obligations and observance of all terms so imposed on such Affiliate or Third Party, as applicable, and shall itself account to Roche for all payments due under this Agreement that have been delegated or sublicensed to any sublicenseeby reason of such sublicense.

Right to Sublicense. Commencing as of the second anniversary of the Effective Date with respect to the United States, and at any time after the Effective Date for all territories other than the United States, Neumora shall have the right to sublicense, through multiple tiers, any or all of the rights licensed hereunder to third parties, provided that: 2.2.1 each Sublicense is in writing; contains terms and conditions sufficient to enable Neumora and Neumora’s Sublicensees to comply with this Agreement; includes, at a minimum, the following sections of this Agreement, modified only to indicate that the Sublicensee is obligated to Neumora as Neumora is to Vanderbilt hereunder: Government Rights, Reservation by Vanderbilt, Patent Extensions, Definitions, Reports and Records, Duration and Termination (a) Subject to other than Effect on Sublicenses (Paragraph 7.7)), Confidentiality, Disclaimers, Export Control, Marking, Severability, and Indemnification and Insurance; and is otherwise consistent with the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided ; 2.2.2 each Sublicense provides that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field event a Sublicensee or its Affiliate brings a Patent Challenge or assists another party in bringing a Patent Challenge then Neumora may terminate the Sublicense; 2.2.3 each Sublicense obligates Sublicensee to Vanderbilt in the Territory. Notwithstanding same manner as Neumora is to Vanderbilt under the foregoing, except for sublicenses Non-Use of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms Names section of this Agreement. Zai will promptly provide ; 2.2.4 each Sublicense provides that Vanderbilt is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing the terms required to be included in such Sublicense by this Agreement; 2.2.5 a copy of the executed agreement with each sublicensee Sublicense is provided to NVCRVanderbilt promptly following its execution, which copy may be redacted to remove exclude financial terms. Zai shall ensure that and other sensitive terms to the extent such terms are not related to the Licensed Intellectual Property or its sublicensees comply with the terms and conditions of this Agreement and Zai use or otherwise relevant or applicable to Vanderbilt, which information will remain directly be Neumora Confidential Information; 2.2.6 Xxxxxxx agrees to be fully responsible for all the performance of its obligations under this Agreement that have been delegated or sublicensed Sublicensees hereunder, including acts and omissions of same; 2.2.7 Neumora’s obligation to meet the requirements of Article 4 (Diligence) shall not be waived by the grant of any sublicenseeSublicense; and 2.2.8 Vanderbilt is named a third-party beneficiary in each Sublicense with respect to Indemnification and Insurance obligations.

Right to Sublicense. The license granted hereunder includes the right of Symphony Evolution to grant sublicenses under the Licensed Intellectual Property, provided, that, (a) Subject subject to the terms Sections 2.3 and conditions of this Agreement2.4(b), Zai Symphony Evolution shall have the right to grant sublicenses not sublicense any of the License: rights granted pursuant to Section 2.2 to any third party (iincluding without limitation any Affiliates) during the Term; (b) notwithstanding (a), in the event of the expiration of a Discontinuation Option without exercise by Licensor, Symphony Evolution may grant sublicense(s) to its third parties (including without limitation Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject rights granted pursuant to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, 2.2 with respect to the License, performing Zai’s obligations with respect compounds and Products relating to the DevelopmentProgram to which such Discontinuation Option pertained, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates provided that Symphony Evolution acts in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default 11.2(b) of the applicable terms Amended and conditions of this Agreement by any of its sublicensees.Restated Research and Development Agreement; (bc) Zai will not grant a each sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee granted is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Partiespursuant to a written contract, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement, (iii) does not grant any rights beyond the scope of the license rights granted herein, and (iv) is as protective of Licensor’s rights as set forth in this Agreement; and (d) upon Licensor’s written request, Symphony Evolution shall provide to Licensor copies of any sublicense agreements, provided that (i) Symphony Evolution may redact any financial or other proprietary information contained therein which does not affect Licensor’s [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Zai will promptly provide a rights and (ii) Licensor shall treat its copy of the executed sublicense agreements as Confidential Information of Symphony Evolution, provided that, if Symphony Evolution exercises its option in Section 3.2, Licensor may disclose such sublicense agreement with each sublicensee or the material terms thereof as necessary to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of fulfill its obligations under this the Yale Agreement that have been delegated or sublicensed to any sublicenseeRegents Agreement, as applicable.

Right to Sublicense. Commencing as of March 1, 2024, and for so long as Xxxxxx’x license remain exclusive, Xxxxxx shall thereafter have the right to sublicense any or all of the rights licensed exclusively hereunder to non-Affiliate third parties, provided that: 2. 2.1 each Sublicense is in writing; contains terms and conditions sufficient to enable Xxxxxx and Xxxxxx’x Sublicensees to comply with this Agreement; includes, at a minimum, the following sections of this Agreement, modified only to indicate that the Sublicensee is obligated to Xxxxxx as Xxxxxx is to Vanderbilt hereunder: Government Rights, Reservation by Vanderbilt, Patent Extensions, Definitions, Reports and Records, Duration and Termination (a) Subject to other than Effect on Sublicensees), Confidentiality, Disclaimers, Export Control, Marking, Severability, and Indemnification and Insurance; and is otherwise consistent with the terms and conditions of this Agreement, Zai shall have the right ; 2. 2.3 each Sublicense obligates Sublicensee to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products Vanderbilt in the Field in same manner as Xxxxxx is to Vanderbilt under the Territory. Notwithstanding the foregoing, except for sublicenses Non-Use of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any Names section of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) 2. 2.4 each Sublicense precludes a Sublicensee from granting further Sublicenses; 2. 2.5 each Sublicense provides that Vanderbilt is an intended third party beneficiary of such Sublicense, including for the sublicense is otherwise consistent with purpose of enforcing the terms of required to be included in such Sublicense by this Agreement. Zai will promptly provide a ; 2. 2.6 an unredacted copy of each Sublicense is provided to Vanderbilt promptly following its execution, together with a written statement disclosing any and all prior, contemporaneous, planned and proposed contractual relationships between Xxxxxx and the executed agreement with each sublicensee Sublicensee which provide consideration to NVCRXxxxxx or its Affiliates reasonably attributable to the sublicensed rights, which copy may information will be redacted Xxxxxx Confidential Information; and Xxxxxx represents and warrants that to remove financial terms. Zai shall ensure that its sublicensees comply with knowledge no such other contractual relationships contain consideration to Xxxxxx or its Affiliates reasonably attributable to the terms and conditions of this Agreement and Zai will remain directly sublicensed rights; 2. 2.7 Xxxxxx agrees to be fully responsible for all the performance of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.Sublicensees hereunder, including acts and omissions of same; and

Right to Sublicense. 2.3.1 The license rights granted under this Agreement shall also specifically include the right for Licensee to grant Sublicenses without any requirement to obtain prior consent of Licensors, provided Licensee is not in material breach of this Agreement. Licensee agrees that any Sublicense shall be granted under the following conditions: 2.3.1.1 Sublicense rights shall be granted only to those third parties that can reasonably demonstrate a strong capability and specific plans for the effective development and marketing of the Products as reasonably determined by Licensee in its sole discretion; and 2.3.1.2 Within thirty (a30) Subject days after execution of a Sublicense agreement, as authorized herein, Licensee shall forward to Licensors a copy of the executed Sublicense agreement, and if such Sublicense agreement is written in a language other than French or English, Licensee shall provide Licensors with an English translation of the Sublicense agreement in accordance with Article 1.7; and 2.3.1.3 Any Sublicense granted by Licensee shall impose obligations, responsibilities and standards upon any Sublicensee that, in all material respects, are no less than those imposed on Licensee hereunder including but not limited to royalties to be paid to the Licensee in respect of sales of Products and provision of Services by Sublicensee. Each Sublicense shall specifically make reference to this Agreement and all rights retained by Licensors or required to be granted back to Licensors from Licensee or the Sublicensee; and 2.3.1.4 Each Sublicense agreement shall include a provision stating that the Sublicense agreement shall automatically be modified or terminated, in whole or in part, upon any modification or termination, in whole or in part, of this Agreement. Such modification or termination of the Sublicense agreement shall be consistent with and reflect the modifications or termination of this Agreement. Copies of amendments or modifications to a Sublicense agreement shall be provided to Licensors in accordance with the provisions herein; and 2.3.1.5 Should a Sublicense agreement concluded by Licensee contain material obligations substantially different than those imposed on the Licensee by Licensors in this Agreement, Licensee shall be required to obtain Licensors’ written consent with respect to the content of such Sublicense Agreement, which consent shall not be unreasonably withheld, prior to the grant of Sublicenses of Licensee’s rights under this Agreement. 2.3.2 Licensee shall be solely responsible for the enforcement of the terms of any Sublicense, for collection of payment amounts due thereunder and for inspecting the accounts and records kept by the Sublicensee to ascertain its Net Sales 2.3.3 No Sublicense agreement shall relieve Licensee of any of its obligations under this Agreement, including the obligation to pay Licensors Royalties or any other amounts due pursuant to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s 2.3.1 The license rights or obligations granted under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has also specifically include the right for Licensee to audit (either by itself or through Zai or Zai’s designee) the books and records grant Sublicenses without any requirement to obtain prior consent of each such sublicensee Licensors, provided Licensee is not in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms material breach of this Agreement. Zai will promptly provide Licensee agrees that any Sublicense shall be granted under the following conditions: 2.3.1.1 Sublicense rights shall be granted only to those third parties that can reasonably demonstrate a strong capability and specific plans for the effective development and marketing of the Products as reasonably determined by Licensee in its sole discretion; and 2.3.1.2 Within thirty (30) days after execution of a Sublicense agreement, as authorized herein, Licensee shall forward to Licensors a copy of the executed Sublicense agreement, and if such Sublicense agreement is written in a language other than French or English, Licensee shall provide Licensors with each sublicensee an English translation of the Sublicense agreement in accordance with Article 1.7; and 2.3.1.3 Any Sublicense granted by Licensee shall impose obligations, responsibilities and standards upon any Sublicensee that, in all material respects, are no less than those imposed on Licensee hereunder including but not limited to NVCR, which copy may royalties to be redacted paid to remove financial termsthe Licensee in respect of sales of Products and provision of Services by Sublicensee. Zai Each Sublicense shall ensure that its sublicensees comply with the terms and conditions of specifically make reference to this Agreement and Zai will remain directly all rights retained by Licensors or required to be granted back to Licensors from Licensee or the Sublicensee; and 2.3.1.4 Each Sublicense agreement shall include a provision stating that the Sublicense agreement shall automatically be modified or terminated, in whole or in part, upon any modification or termination, in whole or in part, of this Agreement. Such modification or termination of the Sublicense agreement shall be consistent with and reflect the modifications or termination of this Agreement. Copies of amendments or modifications to a Sublicense agreement shall be provided to Licensors in accordance with the provisions herein; and 2.3.1.5 Should a Sublicense agreement concluded by Licensee contain material obligations substantially different than those imposed on the Licensee by Licensors in this Agreement, Licensee shall be required to obtain Licensors’ written consent with respect to the content of such Sublicense Agreement, which consent shall not be unreasonably withheld, prior to the grant of Sublicenses of Licensee’s rights under this Agreement. 2.3.2 Licensee shall be solely responsible for all the enforcement of the terms of any Sublicense, for collection of payment amounts due thereunder and for inspecting the accounts and records kept by the Sublicensee to ascertain its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.Net Sales

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses Adolor may not sublicense any of the License: (i) rights granted under this Agreement without the prior written consent of Pfizer, such consent not to be unreasonably delayed, withheld, refused or conditioned, except to its Affiliates, provided that (A) such sublicense which right shall automatically terminate if when such sublicensee Affiliate ceases to be an Affiliate of ZaiAdolor. (b) Pfizer may not sublicense any of the rights granted under this Agreement without the prior written consent of Adolor, and (B) Zai’s right such consent not to be unreasonably delayed, withheld, refused or conditioned, except that Pfizer may, without prior written consent of Adolor, grant sublicenses to (i) its Affiliates, which right shall not apply automatically terminate when such Affiliate ceases to Affiliates who become Affiliates after the Effective Date as a result be an Affiliate of any stock or asset acquisition involving ZaiPfizer; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose ofParties, with respect to rights to Develop, import, market or sell in any Country other than a Major Market Country; subject to Adolor receiving the License, performing Zai’s obligations with respect applicable royalties pursuant to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant for Net Sales of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicenseessuch sublicensee. (bc) Zai will not grant Each sublicense granted by Pfizer to a sublicense to any permitted sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii2.4.1(b) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification be subject and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee subordinate to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all shall contain terms and conditions consistent with those in this Agreement and shall not in any way diminish, reduce or eliminate any of its Pfizer’s obligations under this Agreement Agreement. Each sublicense agreement with permitted sublicensees shall contain the following provisions: (i) a requirement that such sublicensee submit applicable sales or other reports consistent with the requirements set forth in Section 7.9.6(c), (ii) a requirement to keep books and records, and permit Adolor to audit (either directly or through an independent auditor) such books and records, consistent with the requirement set forth in Section 7.15, (iii) a requirement that such sublicensee comply with the confidentiality and non-use provisions of ARTICLE 10 with respect to both Parties’ Confidential Information, (iv) a requirement to comply with all other applicable terms of this Agreement, (v) a provision prohibiting such sublicensee from further sublicensing except on terms consistent with this Section 2.4.1 and (vi) if such sublicensee will be performing Development activities for any Named Compound or Licensed Product, a requirement that each sublicensee allow Pfizer to inspect its facilities upon reasonable notice consistent with the requirements set forth in Section 5.6. Pfizer shall provide Adolor with a copy of each such sublicense agreement within thirty (30) days after the execution thereof, provided that Pfizer may redact confidential financial information from such sublicense agreement. For clarity, Pfizer does not have been delegated the right hereunder to grant any sublicensee a manufacturing license to manufacture the Named Compounds or sublicensed to any sublicenseeLicensed Products.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Pharmacia shall have the right to grant sublicenses of the License: its rights hereunder (i) to any of its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zaiwithout the consent of, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; but with written notice to, Connetics, and (ii) subject to Section 5.8 and NVCR’s any Third Party only upon Connetics' prior written approvalconsent, to contract research organizationswhich consent shall not be unreasonably withheld, distributors and other Third Party subcontractors for the sole purpose ofconditioned, with respect to the Licenseor delayed; provided however, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products that in the Field case of either (i) or (ii) above, the Affiliate or Third Party, as the case may be, assumes and agrees to be bound by the provisions of this Agreement; provided, however, that Connetics may withhold its consent, in its sole discretion, in the Territoryevent Pharmacia intends to grant a sublicense to a competitor. Notwithstanding No Confidential Information of Connetics shall be disclosed to a Sublicensee or a potential Sublicensee without the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s express prior written consent if Zai wishes of Connetics. In the event that Pharmacia grants a sublicense pursuant to this Section 2.1, such sublicense shall not relieve Pharmacia of its obligations to Connetics under this Agreement. Rather, notwithstanding the terms of any sublicense, Pharmacia shall remain primarily liable to Connetics for all of Zai’s rights or Pharmacia's obligations under this Agreement with respect to Agreement, and any region within the Territory. Notwithstanding the grant act or omission of any sublicense hereunder, Zai shall remain liable for any a Sublicensee that would be a breach or default of the applicable terms and conditions of this Agreement if committed by any Pharmacia shall be deemed to be a breach by Pharmacia of its sublicenseesthis Agreement. (b) Zai will Except with respect to sublicense agreements that do not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatrequire the prior written consent of Connetics under Section 2.2(a), prior to engaging entering into any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information sublicense agreement, Pharmacia shall notify Connetics of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy name of the executed agreement with each potential sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with and the terms field and conditions term of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseesuch sublicense.

Right to Sublicense. The license grant under Section 7.2, subject to Section 10, includes the right to grant sublicenses in the Territory by AVANIR provided that: (a) Subject AVANIR ***; (b) AVANIR pays EURAND the Royalty and Sublicensing Revenue due EURAND under section 10.1; and (c) the sublicensee agrees to be bound by all the terms and conditions applicable obligations of this Agreement, Zai with the exception of the payment of the Royalty and the payment of Sublicensing Revenue pursuant to Section 10.1(both of which shall be the responsibility of AVANIR); and (d) Within *** Business Days of the end of every Calendar Quarter following the First Commercial Sale, AVANIR shall notify EURAND of any sublicensees that are in default with respect to the payment of any Sublicensing Revenue. AVANIR shall use commercially reasonable efforts to collect the Sublicensing Revenue promptly from any sublicensee that is in default. In the event that the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. sublicensee fails to pay the Sublicensing Revenue within *** Calendar Days of the date the Sublicensing Revenue was originally due for payment, AVANIR shall, upon EURAND’s request, terminate the sublicense agreement and/or bring and diligently prosecute an action against the sublicensee for payment. Additionally, nothing under this agreement nor any sublicense agreement shall obligate EURAND to supply Product to any sublicensee that is in default with respect to the payment of any Sublicensing Revenue and EURAND shall have the right to grant sublicenses terminate the sale of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense Product to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatis in default until such time as the sublicensee cures the default. (e) For the avoidance of doubt, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing EURAND shall be the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible exclusive manufacturer for all of its obligations under this Agreement that have been delegated or sublicensed AVANIR sublicensees’ commercial requirements for the Product pursuant to any sublicenseethe Commercial Supply Agreement.

Right to Sublicense. (a) Subject to and in accordance with the terms and conditions of this Agreement, Zai Xxxxxx shall have the right to grant sublicenses and rights of the License: reference granted by Sucampo under Section 2.1.1 to (ia) to its Affiliates, provided that (A) Affiliates without prior approval of Sucampo as long as such sublicense shall automatically terminate if such sublicensee ceases to be Affiliate remains an Affiliate of ZaiXxxxxx and is listed as an Affiliate in Exhibit L as such Exhibit may be updated at least annually, and (Bb) Zaiany other Person, only if approved by Sucampo in advance and in writing, which approval may be granted in Sucampo’s right to grant sublicenses shall sole discretion after having the opportunity, but not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approvalobligation, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, conduct its own due diligence with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization proposed sublicensee (each of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates a “Sublicensee”) provided that (i) in accordance connection with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by Person which is not an Affiliate of Xxxxxx, Xxxxxx shall enter into a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to binding and written sublicense agreement containing the following terms and conditions: (i) with each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including Sublicensee (“Sublicense Agreement”) that is consistent in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance all respects with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property assignment rights to at least the same extent of this Agreement, including without limitation containing provisions as for the benefit of Sucampo substantially similar in language and scope to Sections 2.1.4 and 11.1 and ARTICLE 10 of this Agreement; and provided that any such sublicense shall be of no greater scope than the license granted to Xxxxxx under Section 2.1.1, (vii) in connection with a sublicense to any Person which is an Affiliate of Xxxxxx, Xxxxxx shall ensure that such Affiliate complies all respects with this Agreement as such terms apply to Xxxxxx and protects Sucampo’s interests and rights in its confidential and proprietary information and intellectual property rights to the sublicense is otherwise consistent with the terms same extent of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms including without limitation Sections 2.1.4 and conditions 11.1 and ARTICLE 10 of this Agreement Agreement; and Zai will remain directly responsible for all provided that any such sublicense shall be of its obligations no greater scope than the license granted to Xxxxxx under this Agreement that have been delegated or sublicensed to any sublicensee.Section 2.1.1

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to may grant sublicenses of the Licenselicense granted to it under Section 2.1: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate terminates if such sublicensee Sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other a Third Party subcontractors subcontractor for the sole purpose of, with respect to the License, of performing a portion of Zai’s obligations with respect to the Development, Development and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoingProducts, except for sublicenses of the License including distributors; and (iii) to its Affiliates in accordance with Section 2.2(a)(i)a Third Party, provided that Zai shall obtain NVCREntasis’s prior written consent if Zai wishes (not to sublicense any be unreasonably withheld, conditioned, or delayed) prior to sublicensing all or substantially all of Zai’s rights or obligations under this Agreement with respect to any region within for the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicenseesPRC. (b) Zai will not grant a Each sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is under the Licensed Technology shall be subject to written agreement containing at least the following terms and conditions: (i) requiring each such sublicensee must Sublicensee to protect and keep confidential any Confidential Information of the Parties, including Parties in accordance with Article 1010 of this Agreement; (ii) NVCR has the right to providing that Entasis may audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee Sublicensee in accordance with this Agreement (including pursuant to Section 9.7)Agreement; (iii) the sublicense that does not impose any payment obligations or liability on NVCREntasis; and (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense that is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy , including the governance requirement of the executed agreement with each sublicensee this Agreement as to NVCR, which copy may be redacted to remove financial termsDevelopment and Commercialization activities. Zai shall ensure provide a complete copy of each sublicense agreement to Entasis within [********] after the grant of a sublicense, subject to Zai’s right to redact any confidential or proprietary information contained therein that its sublicensees comply is not necessary for Entasis to determine compliance with the terms and conditions of this Agreement and Agreement. Zai will shall remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseeSublicensee, and any Sublicensee conduct that would have constituted a breach of this Agreement shall be deemed a breach of this Agreement as if it had been engaged in by Zai. Zai shall not grant a sublicense to any Sublicensee that has been debarred or disqualified by a Regulatory Authority.

Right to Sublicense. The licenses granted in Section ‎2.1 include the right to grant sublicenses (athrough multiple tiers) Subject to Third Parties (each such Third Party sublicensee, a “Sublicensee”), provided that: (1) each such sublicense shall be subordinate to this Agreement, (2) no such sublicense shall impair EYEFITE (directly or with and through its Sublicensees) to perform its obligations hereunder, (3) no such sublicense shall limit or impair CANFITE’s rights hereunder, (4) no such sublicense shall limit or impair PHS’s rights under the PHS Agreement, (5) EYEFITE shall remain responsible for its, its Affiliates and its Sublicensees conformity to the terms and conditions set forth herein, including without limitation, the obligation to use Commercially Reasonable Efforts to develop and commercialize the Licensed Compound and Licensed Product, the obligation to make payments as and when due hereunder, and the obligation to keep records and make reports hereunder, (6) the sublicense will require the approval of this AgreementCANFITE, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to which will not be an Affiliate of Zaiunreasonably withheld, and (B7) Zai’s right as far as such sublicense includes also the PHS Patents, also the approval of PHS, as stipulated in the PHS Agreement. EYEFITE shall provide CANFITE with a true, accurate and complete copy of each sublicense agreement with its Sublicensees promptly after execution. Each sublicense granted to grant sublicenses a Sublicensee by EYEFITE to any rights licensed to it hereunder shall not apply terminate immediately upon the termination of the license from CANFITE to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, EYEFITE with respect to such rights as of the Licenseeffective date of such termination by CANFITE pursuant to Section ‎11.2(b), performing Zai’s provided however, that if a Sublicensee is not in material default of its obligations with respect to the DevelopmentEYEFITE under its sublicense agreement, and Commercialization within sixty (60) days of Licensed Products such termination the Sublicensee agrees in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License writing to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes be bound directly to sublicense any of Zai’s rights or obligations CANFITE under a license agreement substantially similar to this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense rights sublicensed hereunder, Zai shall remain liable substituting such Sublicensee for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatEYEFITE, prior to engaging any sublicensee that then such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseenot so terminate.

Right to Sublicense. Apollon shall have the right to sublicense to any third party the rights conferred upon Apollon under this Agreement, subject to the following conditions: (a) Subject The Wistar Institute shall have the right to approve in advance any Sublicensee that is not, at the time of the proposed sublicense, a publicly held and traded company, which approval shall not be unreasonably withheld. The Sublicensee shall be deemed approved thirty (30) days after notice to The Wistar Institute unless The Wistar Institute first notifies Licensee otherwise. (b) Apollon shall forward, or cause to be forwarded, to The Wistar Institute, within thirty (30) days after execution, a complete and accurate written copy of each sublicense granted hereunder, and any amendment or modification thereto, each of which sublicenses, amendments, or modifications shall contain an agreement and acknowledgment by the Sublicensee that such sublicense may be terminated upon thirty (30) days written notice by The Wistar Institute upon termination of this Agreement; unless terminated in writing by The Wistar Institute, each such sublicense shall be assigned to The Wistar Institute. (c) No Sublicensee shall be permitted to sublicense further any of its rights under any sublicense. Each sublicense shall contain an agreement and acknowledgment by the Sublicensee that such sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Apollon under this Agreement. Any sublicense which is not in compliance with all of the provisions of Section 2.2 shall be void. (d) Notwithstanding any sublicense, Apollon shall remain primarily liable to The Wistar Institute for all of Apollon's duties and obligations contained in this Agreement, Zai and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Apollon shall have the right be deemed to grant sublicenses be a breach by Apollon of the License: (i) to its Affiliatesthis Agreement, provided that Apollon shall be given the opportunity to cure such breach as permitted under section 10.2 (Aa) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and hereof. (Be) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) If Apollon becomes subject to Section 5.8 a Bankruptcy Event, all payments then or thereafter due and NVCR’s prior written approval, owing to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to Apollon from its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations Sublicensees under this Agreement with respect shall thereupon, upon notice from The Wistar Institute to any region within such Sublicensee, become payable directly to The Wistar Institute for the Territory. Notwithstanding account of Apollon; provided, however, that The Wistar Institute shall remit to Apollon any amount by which such payments exceed the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement amounts owed by any of its sublicenseesApollon to The Wistar Institute. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicensee.

Right to Sublicense. Subject to the limitations and restrictions set forth on Schedule 2.2, the license granted hereunder includes the right of the Symphony Collaboration to grant sublicenses under the Licensed Intellectual Property, provided, that, (a) Subject subject to Sections 2.3 and 2.4(b), the Symphony Collaboration shall not sublicense any of the rights granted pursuant to Section 2.2 to any third party (including without limitation any Affiliates) prior to the terms and conditions expiration or termination of the Purchase Option without Licensor’s exercise of the Purchase Option; (b) notwithstanding (a), in the event of the expiration of a Discontinuation Option without exercise by Licensor, the Symphony Collaboration may Portions of this AgreementExhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, Zai shall have the right as amended. grant to grant third parties (including without limitation Affiliates) sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject rights granted pursuant to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, 2.2 with respect to the License, performing Zai’s obligations with respect Products relating to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License Program to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees.which such Discontinuation Option pertained; (bc) Zai will not grant a each sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: granted (i) each such sublicensee must protect and keep confidential any Confidential Information of the Partiesis pursuant to a written contract, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly , (iii) does not grant any rights beyond the scope of the license rights granted herein, and (iv) is as protective of Licensor’s rights as set forth in this Agreement; and (d) the Symphony Collaboration shall notify Licensor of the execution of any sublicense agreement, identifying the sublicensee and the scope of the sublicense, and upon Licensor’s written request, the Symphony Collaboration shall provide a to Licensor copies of any sublicense agreements, provided that (i) the Symphony Collaboration may redact any financial or other proprietary information contained therein which does not affect Licensor’s rights and (ii) Licensor shall treat its copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with sublicense agreements as Confidential Information of the terms and conditions of this Agreement and Zai will remain directly responsible for all of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseeSymphony Collaboration.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Novartis shall have the right to grant sublicenses of under the Licenselicense granted to it in Section 9.1.1 through multiple tiers: (ia) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and Novartis; (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (iib) subject to Section 5.8 and NVCR’s prior written approval9.3, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, of performing ZaiNovartis’s obligations hereunder with respect to the Development, Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Products Compounds and the Licensed Product in the Field in the Novartis Territory. Notwithstanding the foregoing, except for sublicenses of the License ; and (c) to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement other Third Party with respect to any region within the Development, Manufacture and/or Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Product in the Field and in the Novartis Territory. Notwithstanding The terms of each such sublicense shall not be inconsistent with the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatAgreement, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai Novartis shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai applicable to the Sublicensee. Novartis will remain directly responsible for all of its obligations under this Agreement that have been delegated Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicenseesublicensees. In the event of any material breach by any such sublicensee of any agreement entered into by Novartis pursuant to Section 9.1.3(b) or (c) that would be a material breach of this Agreement by Novartis, Novartis shall promptly terminate such agreement with such sublicensee if such breach is not cured within […***…] of Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to a Third Party pursuant to which it permits such Sublicensee to control all material decisions regarding Development or Commercialization of the Licensed Product in a particular country or countries in the Novartis Territory, Novartis shall notify the JSC of such Sublicense and the general scope thereof.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Licensee shall have the right to grant sublicenses to any of its rights under Section 2.1; provided, however, that Licensee shall not sublicense any such rights to any entity which is not a recognized biopharmaceutical, pharmaceutical or bio-diagnostic company which is either (a) listed on Schedule C hereto, as amended from time to time by mutual agreement of the License: parties, or (ib) generally recognized in such industries and has a level of science, management and investors of the quality as shall be acceptable to its AffiliatesCSMC (each, provided that an "Acceptable Sublicensee") on the basis of CSMC's prior written consent (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses which consent shall not apply be unreasonably withheld, delayed or conditioned). In order to Affiliates who become Affiliates after preserve and protect the Effective Date as a result value of any stock or asset acquisition involving Zai; the Patent Rights and (ii) subject to Section 5.8 and NVCR’s Technical Information, Licensee shall obtain the prior written approval, consent of CSMC prior to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, entering into or granting a sublicense to any party who is not an Acceptable Sublicensee under subclause (a) above. Licensee also shall keep CSMC reasonably informed with respect to the License, performing Zai’s obligations progress of any relations entered into with any Acceptable Sublicensees (or any other party for whom CSMC has given its prior written consent) and shall give due consideration to any comments or concerns that CSMC has with respect to the Development, same. Any and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for all sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is be subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will Licensee shall promptly provide a copy notify CSMC of the executed agreement with each sublicensee all sublicenses and shall require all sublicensees to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply perform in accordance with the terms and conditions of this Agreement (including, but not limited to, the royalty reporting and Zai record keeping provisions, the indemnification and inspection provisions, and the provisions pertaining to the use of CSMC's names and marks and Confidential Information). Licensee will remain directly be responsible for enforcing each sublicensee's obligations under its sublicense and, in particular, royalty payment obligations due on such sublicensee's sales of Products. If Licensee shall conduct one or more audits of its sublicensees hereunder during the term hereof, Licensee shall provide to CSMC, on a timely basis, copies of all audit reports; provided, however, that Licensee shall have the right to redact from such audit reports any and all information which is not related to the Patent Rights and Technical Information or the license granted to Licensee under this Agreement. The covenants pertaining to the use of CSMC's name and marks, the indemnification of CSMC and the use of CSMC's Confidential Information in any sublicense shall run for the benefit of CSMC, who shall be expressly stated as being a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations under set forth in this Agreement that have been delegated or sublicensed to any sublicenseeAgreement.

Right to Sublicense. (a) Subject BCV may sublicense its rights under the Evaluation License solely to any Affiliate or Third Party engaged by BCV to perform research and/or development activities on behalf of and for the terms and conditions benefit of this AgreementBCV, Zai shall have but without the right to grant sublicenses of the License: (i) to its Affiliatesfurther sublicenses, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent compliance with the terms of this Agreement. Zai will promptly Not later than ten (10) business days after granting any Sublicense, BCV shall provide Senesco with a true and correct copy of the executed agreement Sublicense agreement. (b) On and after the Commercialization License Commencement Date, BCV may sublicense its rights under the Commercialization License to any Affiliate or Third Party, including the right to grant further sublicenses through one or more tiers of sublicensees, subject to compliance with each the terms of this Agreement. Not later than ten (10) business days after granting any Sublicense, BCV shall provide Senesco with a true and correct copy of the Sublicense agreement. (c) Each Sublicense granted by BCV to a permitted sublicensee pursuant to NVCR, which copy may this 0 shall be redacted subject and subordinate to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai will remain directly responsible for all shall contain terms and conditions consistent with those in this Agreement and shall not in any way diminish, reduce or eliminate any of its BCV’s obligations under this Agreement. Without limiting the foregoing, each Sublicense agreement with a permitted sublicensee shall be in writing and shall contain the following provisions: (i) if the Sublicense includes commercialization rights with respect to Licensed Products, a requirement that such sublicensee submit applicable sales or other reports consistent with the requirements of this Agreement, and (ii) a requirement to keep books and records, and if the Sublicense includes commercialization rights with respect to Licensed Products or the payment of Sublicense Income, to permit Senesco and any licensor to Senesco of Biofuel IP licensed under this Agreement to BCV to audit (through an independent auditor) such books and records, in each case consistent with the requirements of this Agreement, (iii) a requirement that such sublicensee comply with the confidentiality provisions of this Agreement, (iv) a requirement to comply with all other applicable terms of this Agreement, and (v) a provision specifying that Senesco shall be a third party beneficiary of such Sublicense agreement with the independent right to enforce its terms against the sublicensee to the extent reasonably necessary to protect the Senesco Parties’ rights under this Agreement. In addition, BCV shall use Commercially Reasonable Efforts to obtain for Senesco and its licensors (x) the right to audit the books and records of any Sublicensee that does not fall within the requirements of clause (ii) above, and (y) the right to inspect each Sublicensee’s facilities upon reasonable notice to the extent reasonably required to verify the Sublicensee’s compliance with the terms of this Agreement, provided that if BCV is unable to secure such rights for Senesco and its licensors, BCV shall secure such rights for itself, and shall exercise such rights, at Senesco’s cost, promptly after Senesco’s request and provide to Senesco a written report of the audit and/or inspection. (d) BCV shall diligently enforce compliance by each of its sublicensees with the applicable Sublicense agreement. Any act or omission of a sublicensee shall be deemed an act or omission of BCV under this Agreement. If BCV discovers that a sublicensee has taken any action or failed to take any action that would, if done so by BCV, constitute a breach of this Agreement that have been delegated or sublicensed continues beyond all applicable grace periods, BCV promptly shall notify Senesco thereof, and in addition to any taking all actions reasonably necessary to cause the cessation of such breach, BCV shall take such remedial action as may be reasonably requested by Senesco, including termination of such sublicensee’s agreement as reasonably requested by Senesco.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai BeiGene shall have the right to grant sublicenses of under the LicenseLicense through multiple tiers: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving ZaiBeiGene; and (ii) subject to Section 5.8 and NVCR’s prior written approval5.9, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose ofof performing BeiGene’s obligations hereunder, on BeiGene’s behalf with respect to the Licenseresearch, performing Zai’s obligations with respect to the Development, (subject to Article 7) manufacture and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding , in each case as is set forth in the foregoingGlobal Development Plan, except for sublicenses Territory Development Plan or Commercialization Plan; (iii) to any other Third Party with respect to the Development, manufacture and/or Commercialization of Licensed Products in the License Field in the Territory, subject to its Affiliates Zymeworks’ prior written consent, not to be unreasonably withheld, conditioned or delayed; and (iv) to contract manufacturers of Licensed Product solely in accordance with Section 2.2(a)(i)Article 7 below. For purposes of clarity, Zai BeiGene shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement have the right, in connection with respect to any region within the Territory. Notwithstanding the grant of a sublicense to any sublicense hereunderThird Party pursuant to this Section 2.2(a)(ii), Zai shall remain liable for any breach (iii) or default (iv), to transfer to such Third Party such quantities of the applicable Licensed Antibody-Drug Conjugate as is reasonably necessary for such Third Party to conduct Development, manufacture and/or Commercialization activities in accordance with the sublicense grant. (b) Each sublicense shall be subject to a written agreement that is consistent with the terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatAgreement, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai BeiGene shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai Agreement. BeiGene shall include in each sublicense agreement an obligation of the applicable subcontractor or sublicensee to cease all activities with respect to Licensed Products if BeiGene terminates such sublicense agreement. BeiGene will remain directly responsible for all of its obligations under this Agreement that have been delegated Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensee.of its Affiliates or sublicensees. In the event of any material breach by any such subcontractor or sublicensee of any agreement entered into by BeiGene pursuant to Section 2.2(a) that would be a material breach of this Agreement by BeiGene, BeiGene shall […***…]. BeiGene shall provide Zymeworks with written notice of any proposed sublicense […***…], subject to BeiGene’s right to redact any confidential or proprietary information contained therein that is not necessary for Zymeworks to determine compliance with this Agreement, and if such agreement is not in English, a certified translation into English thereof within […***…] after the execution of such sublicense agreement.26

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai BeiGene shall have the right to grant sublicenses of under the LicenseLicense through multiple tiers: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving ZaiBeiGene; and (ii) subject to Section 5.8 and NVCR’s prior written approval5.10, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose ofof performing BeiGene’s obligations hereunder, on BeiGene’s behalf with respect to the Licenseresearch, performing Zai’s obligations with respect to the Development, (subject to Article 7) manufacture and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding , in each case as is set forth in the foregoingGlobal Development Plan or Territory Development Plan; (iii) to any other Third Party with respect to the Development, except for sublicenses manufacture and/or Commercialization of Licensed Products in the License Field in the Territory, subject to its Affiliates Leap’s prior written consent, not to be unreasonably withheld, conditioned or delayed; and (iv) to contract manufacturers of Licensed Product solely in accordance with Section 2.2(a)(i)Article 7 below. For purposes of clarity, Zai BeiGene shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement have the right, in connection with respect to any region within the Territory. Notwithstanding the grant of a sublicense to any sublicense hereunderThird Party pursuant to this Section 2.2(a)(ii), Zai shall remain liable for any breach (iii) or default (iv), to transfer to such Third Party such quantities of the applicable Licensed Antibody as is reasonably necessary for such Third Party to conduct Development, manufacture and/or Commercialization activities in accordance with the sublicense grant. (b) Each sublicense shall be subject to a written agreement that is consistent with the terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatAgreement, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai BeiGene shall ensure that all of its direct or indirect sublicensees comply with the terms and conditions of this Agreement and Zai Agreement. BeiGene shall include, or cause to be included, in each sublicense agreement an obligation of the applicable subcontractor or sublicensee to cease all activities with respect to Licensed Products if BeiGene terminates such sublicense agreement. BeiGene will remain directly responsible for all of its obligations under this Agreement that have been delegated Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensee.of its Affiliates or sublicensees. In the event of any material breach by any such subcontractor or sublicensee of any sublicense granted pursuant to Section 2.3(a) that would be a material breach of this Agreement by BeiGene, BeiGene shall [***]. BeiGene shall provide, or cause to be provided, to Leap a true and complete copy of each sublicense [***], subject to the right of BeiGene or the applicable sublicensor to redact any confidential or proprietary information contained therein that is not necessary for Leap to determine compliance with this Agreement, and if such agreement is not in English, a certified translation into English thereof within [***] after the execution of such sublicense agreement.20

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with With respect to the Licenselicense granted to LICENSEE in Section 2.1 above, performing Zai’s obligations with respect such license shall include the right of LICENSEE to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Partiesparty, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each without limitation an Affiliate, so long as such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee Agreement and contains terms reasonably sufficient to NVCR, which copy may be redacted enable LICENSEE to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions provisions of this Agreement and Zai will remain directly satisfy its obligations hereunder. LICENSEE shall be responsible for its Affiliates’ and Sublicensees’ compliance with this Agreement and the performance by its Sublicensees of all obligations imposed on LICENSEE under the terms of this Agreement. (b) LICENSEE shall provide LICENSOR in writing the name of any Third Party sublicensee of LICENSEE with respect to any of the rights granted by LICENSOR to LICENSEE hereunder within ten (10) business days of issuing such sublicense. (c) LICENSEE shall only be entitled to grant any sublicense under any of the rights granted hereunder to a Third Party to Develop or Commercialize a Product in all or substantially all of any of one or more of the four Key Market Territories with LICENSOR’s prior written consent, such consent not to be unreasonably withheld. LICENSEE shall provide LICENSOR written notice of its obligations under this Agreement that have been delegated intent to grant such a sublicense and identify the potential Third Party sublicensee with respect thereto (“Sublicense Notice”), and LICENSOR shall respond to LICENSEE’s Sublicense Notice within thirty (30) days of receipt. (d) With respect to a grant of a sublicense covering Licensed Know-How or sublicensed to any sublicenseeLicensed Patents Controlled by LICENSOR through a license from ALZA, LICENSEE shall provide LICENSOR prompt written notice of each such sublicense.

Right to Sublicense. (a) Subject The License will include the right for Serendex to grant sublicenses in one tier; provided, however that: (i) such sublicenses shall be in writing and shall (i) comply and be consistent, in all respects, with all the terms of this Agreement and conditions of (ii) impose on the relevant Sublicensee the same obligations and restrictions as are imposed on Serendex under this Agreement, Zai including the provisions of Section 3.4 and Section 16.2, as applied to the relevant Sublicensee; [***] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) Serendex shall promptly provide PARI with a copy of any proposed agreement with numbers and financials blinded relating to any sublicense to be granted by Serendex. Each sublicense and all sublicense agreements shall require the prior written approval of PARI, such approval not to be unreasonably withheld, conditioned, or delayed; (iii) in any such sublicense agreement, (i) PARI will be named a third party beneficiary under the sublicense agreements, (ii) this Agreement will be referenced in and attached as an Exhibit and (iii) there will be provisions contained that (a) in the event a sublicense becomes a direct license agreement pursuant to Section 8.6(b) and there is a conflict or ambiguity between the provisions of the sublicense agreement and this Agreement, the provisions of this Agreement shall govern and be binding on the relevant Sublicensee, (b) PARI shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable enforce those terms and conditions of the sublicense, and (c) in the event that a sublicense does not become a direct license pursuant to Section 8.6(b), the sublicense shall automatically lapse. (iv) any sublicense agreement that does not comply with the provisions of this Agreement by any of its sublicenseesSection 2.3(a) (i), (ii) or (iii) shall be null and void. (b) Zai will not grant a sublicense to In the event of any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information breach of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the those terms and conditions of the sublicense, Serendex shall promptly notify PARI in writing of such breach as well as Serendex’s intended response thereto. Serendex shall exert Commercially Reasonable Efforts, at its own expense, to enforce such terms of such sublicense against the relevant Sublicensee. If the action taken by Serendex in response to such breach is not reasonably satisfactory to PARI, then PARI has the right (but not the obligation) to take action against the relevant Sublicensee directly, including termination of the sublicense. Upon any such termination of one sublicense, the License shall, at PARI’s election, be rendered non-exclusive in the territory associated with such terminated sublicense, and PARI shall have the right to (itself or with third parties) Exploit the terminated rights of the sublicense without violating this Agreement; provided, however, that this Agreement and Zai will the License shall otherwise remain directly responsible for all unaffected. Any sublicense shall not relieve Serendex of its obligations to PARI under this Agreement that have been delegated or sublicensed and Serendex shall remain fully responsible for performance of this Agreement notwithstanding any sublicenses granted by Serendex. (c) Withholding the prior written consent of PARI pursuant to any sublicenseeSection 2.3(a)(ii) shall not be deemed unreasonable if the sublicense is intended to be granted to a PARI Competitor.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai Licensee shall have the right to grant sublicenses of the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee Entity ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving ZaiLicensee; and (ii) subject to Section 5.8 and NVCR’s prior written approval4.6(a), to contract research organizationsCMOs, CROs, distributors and other Third Party subcontractors Subcontractors for the sole purpose of, with respect to the License, of performing ZaiLicensee’s obligations or exercising Licensee’s rights with respect to the Development, Manufacture and Commercialization of the Licensed Compound and Licensed Products in the Field in the Territory. Notwithstanding ; provided that any sublicense by Licensee to a CMO, other than the foregoingCMOs set forth on Schedule 4.6(b) as of the Effective Date hereof, except for will require G1’s prior written consent pursuant to Section 4.6(b) [***]; and (iii) to Third Parties (e.g., distributors) engaged by Licensee or its Affiliates to Commercialize the Licensed Compound or Licensed Products in the Field in the Territory on behalf of Licensee or its Affiliates. (b) Licensee shall have the right to grant sublicenses of the License to its Affiliates (other than those sublicenses described in accordance with clause (i)-(iii) of Section 2.2(a)(i2.3(a), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense ) under any or all of ZaiLicensee’s rights or obligations under this Agreement (i) with respect to the United States, Japan or any one or more Countries within the E.U., solely with G1’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), and (ii) with respect to any region other Country within the Territory, without G1’s prior written consent. Notwithstanding If Licensee desires to grant a sublicense pursuant to Section 2.3(b)(i), then Licensee shall notify G1 in writing, which notice shall (A) specify that Licensee is seeking G1’s prior written consent to grant a sublicense of the License under Section 2.3(b)(i), (B) include the identity of such proposed Sublicensee, and (C) include a summary of the key terms of such proposed sublicense agreement (such notice including the items described in clauses (A) through (C), a “Sublicensing Request Notice”). G1 shall have [***] following G1’s receipt of a Sublicensing Request Notice to notify Licensee in writing as to whether or not it approves Licensee’s request to grant such a sublicense, [***]. If, by the date that is [***] following G1’s receipt of any a Sublicensing Request Notice, G1 does not respond to Licensee either approving or withholding approval of the applicable sublicense, then G1 shall be deemed to have consented to such sublicense. (c) Each sublicense hereundershall be subject to a written agreement that is consistent with the terms and conditions of this Agreement, Zai and Licensee shall remain liable for any breach or default of ensure that its Sublicensees comply with the applicable terms and conditions of this Agreement by Agreement. Licensee may fulfill any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by obligations under this Agreement itself or through Zai or Zai’s designee) the books its Affiliates, Subcontractors and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCRSublicensees, which copy may be redacted to remove financial terms. Zai shall ensure provided, however, that its sublicensees comply with the terms and conditions of this Agreement and Zai Licensee will remain directly responsible for all of its obligations under this Agreement that have been delegated Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicenseeof its Affiliates, Subcontractors or Sublicensees. Any breach of the terms or conditions of this Agreement by any Affiliate, Subcontractor or Sublicensee of Licensee shall be deemed a direct breach by Licensee of such terms or conditions (and G1’s right to terminate this Agreement as a result of such breach shall be subject to the applicable cure periods set forth in Section 13.2(b)). Licensee shall provide G1 with a true and complete copy of each sublicense agreement with a Sublicensee within [***] after the execution of such sublicense agreement, provided that Licensee may redact certain terms of such sublicense agreement if such terms are not necessary for G1 to verify Licensee’s compliance with this Agreement. (d) Licensee shall, and shall include in its written agreements with Sublicensees and Subcontractors a provision permitting Licensee to, provide G1 with copies of any [***] quality oversight or audit reports concerning the Development, Manufacture or Commercialization of the Licensed Compound or Licensed Products from audits that Licensee has conducted on, or Licensee receives from, any Sublicensees or Subcontractors that Licensee engages under this Agreement. No later than [***] after receiving or preparing, as applicable, any such material report, Licensee shall provide G1 with copies of such report.

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai BeiGene shall have the right to grant sublicenses of under the LicenseLicense through multiple tiers: (i) to its Affiliates, ; provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving ZaiBeiGene; and (ii) subject to Section 5.8 and NVCR’s prior written approval5.9, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose ofof performing BeiGene’s obligations hereunder, on BeiGene’s behalf with respect to the Licenseresearch, performing Zai’s obligations with respect to the Development, (subject to Article 7) manufacture and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding , in each case as is set forth in the foregoingGlobal Development Plan, except for sublicenses Territory Development Plan or Commercialization Plan; (iii) to any other Third Party with respect to the Development, manufacture and/or Commercialization of Licensed Products in the License Field in the Territory, subject to its Affiliates Zymeworks’ prior written consent, not to be unreasonably withheld, conditioned or delayed; and (iv) to contract manufacturers of Licensed Product solely in accordance with Section 2.2(a)(i)Article 7 below. For purposes of clarity, Zai BeiGene shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement have the right, in connection with respect to any region within the Territory. Notwithstanding the grant of a sublicense to any sublicense hereunderThird Party pursuant to this Section 2.2(a)(ii), Zai shall remain liable for any breach (iii) or default (iv), to transfer to such Third Party such quantities of the applicable Licensed Antibody as is reasonably necessary for such Third Party to conduct Development, manufacture and/or Commercialization activities in accordance with the sublicense grant. (b) Each sublicense shall be subject to a written agreement that is consistent with the terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatAgreement, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai BeiGene shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai Agreement. BeiGene shall include in each sublicense agreement an obligation of the applicable subcontractor or sublicensee to cease all activities with respect to Licensed Products if BeiGene terminates such sublicense agreement. BeiGene will remain directly responsible for all of its obligations under this Agreement that have been delegated Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicensee.of its Affiliates or sublicensees. In the event of any material breach by any such subcontractor or sublicensee of any agreement entered into by BeiGene pursuant to Section 2.2(a) that would be a material breach of this Agreement by BeiGene, BeiGene shall […***…]. BeiGene shall provide Zymeworks with written notice of any proposed sublicense ([…***…], subject to BeiGene’s right to redact any confidential or proprietary information contained therein that is not necessary for Zymeworks to determine compliance with this Agreement, and if such agreement is not in English, a certified translation into English thereof within […***…] after the execution of such sublicense agreement.23

Right to Sublicense. (a) Subject to the terms and conditions of this Agreement, Zai effective on and after the License Effective Date, Novartis shall have the right to grant sublicenses of under the Licenselicenses granted to it in through multiple tiers: (ia) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and Novartis; (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; and (iib) subject to this Section 5.8 and NVCR’s prior written approval9.3.3, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, of performing ZaiNovartis’s obligations hereunder with respect to the Development, Manufacture and Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Compound and the Licensed Products in the Field in the Novartis Territory. Notwithstanding the foregoing, except for sublicenses of the License ; and (c) to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement other Third Party with respect to any region within the Development, Manufacture and/or Commercialization of, or the conduct of Medical Affairs Activities with respect to, the Licensed Products in the Field and in the Novartis Territory. Notwithstanding The terms of each such sublicense shall not be inconsistent with the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatAgreement, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai Novartis shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai applicable to the Sublicensee. Novartis will remain directly responsible for all of its obligations under this Agreement that have been delegated Agreement, regardless of whether any such obligation is delegated, subcontracted or sublicensed to any sublicenseesublicensees. In the event of any material breach by any such sublicensee of any agreement entered into by Novartis pursuant to Section 9.3.3(b) or (c) that would be a material breach of this Agreement by Novartis, Novartis shall promptly terminate such agreement with such sublicensee if such breach is not cured within […***…] of Novartis becoming aware of such breach. In the event that Novartis grants a Sublicense to a Third Party pursuant to which it permits such Sublicensee to control all material decisions regarding Development or Commercialization of the Licensed Products in a particular country or countries in the Novartis Territory, Novartis shall notify the JSC of such Sublicense and the general scope thereof.

Right to Sublicense. (a) Subject to the terms and conditions of this AgreementAgreement (including the Applicable Upstream License Provisions and other terms and conditions of the Upstream License as set forth in Exhibit 2.1), Zai BeiGene shall have the right to grant sublicenses of under the LicenseLicense through multiple tiers: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving ZaiBeiGene; and (ii) subject to Section 5.8 and NVCR’s prior written approval5.10, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose ofof performing BeiGene’s obligations hereunder, on BeiGene’s behalf, with respect to the LicenseDevelopment and Commercialization (or Manufacturing, performing Zai’s obligations in the event BeiGene takes on the Manufacturing of the Licensed Product pursuant to Sections 7.2(d)(i) or 7.3) of Licensed Products in the Field in the Territory, in each case as is set forth in the Global Development Plan, Territory Development Plan or Territory Commercialization Plan; and (iii) to any other Third Party with respect to the Development, and Development and/or Commercialization of Licensed Products in the Field in the Territory, subject to AssemblyBio’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Notwithstanding For purposes of clarity, BeiGene shall have the foregoingright, except in connection with the grant of a sublicense to any Third Party pursuant to Section 2.2(a)(ii) or (iii), to transfer to such Third Party such quantities of Licensed Compound as is reasonably necessary for sublicenses of the License such Third Party to its Affiliates conduct Development and/or Commercialization activities in accordance with Section 2.2(a)(i), Zai the sublicense grant. (b) Each sublicense shall obtain NVCR’s prior be subject to a written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement agreement that is consistent with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure thatAgreement, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai BeiGene shall ensure that its sublicensees comply with the terms and conditions of this Agreement and Zai Agreement. BeiGene shall include in each sublicense agreement an obligation of the applicable sublicensee to cease all activities with respect to Licensed Products if BeiGene terminates such sublicense agreement or if AssemblyBio terminates this Agreement. BeiGene will remain directly responsible for all of its obligations under this Agreement that have been Agreement, regardless of whether any such obligation is delegated or sublicensed to any of its Affiliates or sublicensees. Any act or omission of a sublicensee of BeiGene will be considered as an act or omission by BeiGene hereunder. In the event of any material breach by any such sublicensee of any agreement entered into by BeiGene pursuant to Section 2.2(a) that would be a material breach of this Agreement by BeiGene, BeiGene shall [* * *]. BeiGene shall provide AssemblyBio with written notice of any proposed sublicense (including the identity of the sublicensee, a summary of the activities that are sublicensed and the region in which such rights have been sublicensed) and, to the extent the sublicense agreement is executed pursuant to Section 2.2(a)(iii), BeiGene shall provide AssemblyBio with a true and complete copy of such sublicense agreement within [* * *] after it becomes effective, subject to BeiGene’s right to redact any confidential or proprietary information contained therein that is not necessary for AssemblyBio to determine compliance with this Agreement, and if such agreement is not in English, a certified translation into English thereof within [* * *] after the execution of such sublicense agreement.

Right to Sublicense. (a) Subject Xxxxx may sublicense any of the rights granted to it hereunder to any Affiliate or Third Party, including the right to grant further sublicenses, subject to compliance with the terms of this Agreement, except that Xxxxx shall not sublicense the technologies described in, or any rights granted hereunder with respect to, the *** Patents except to the extent permitted by the *** License. Not later than *** days prior to granting any Sublicense of its rights under this Agreement to an Affiliate or Third Party, Xxxxx shall provide Unigene with a true and correct copy of the proposed Sublicense agreement for Unigene’s review, and Xxxxx shall reasonably consider any comments provided by Unigene with respect to such Sublicense agreement; provided, however, that Xxxxx shall be permitted to accept or reject any such comments in its sole discretion. (b) Each Sublicense granted by Xxxxx to a permitted Sublicensee pursuant to this Section 2.5 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement and shall not in any way diminish, reduce or eliminate any of Xxxxx’x obligations under this Agreement. Without limiting the foregoing, each Sublicense agreement with a permitted Sublicensee shall be in writing and shall contain the following provisions: (i) a requirement that such Sublicensee submit applicable sales or other reports consistent with the requirements of this Agreement, (ii) a requirement to keep books and records, and to permit Unigene and any licensor to Unigene to audit (either directly or through an independent auditor) such books and records, consistent with the requirement of this Agreement, (iii) a requirement that such Sublicensee comply with the confidentiality provisions of this Agreement, (iv) a requirement to comply with all other applicable terms of this Agreement, including complying with Unigene’s *** under Section 3.1(a), (v) a requirement that each Sublicensee allow Xxxxx and Unigene to inspect its facilities upon reasonable notice consistent with the compliance of the terms and conditions of this Agreement, Zai (vi) a provision specifying that Unigene shall have be a third party beneficiary of such Sublicense agreement with the independent right to grant sublicenses of enforce its terms against the License: (i) Sublicensee to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases the extent reasonably necessary to be an Affiliate of Zai, protect Unigene’s rights and (Bvii) Zai’s right to grant sublicenses shall not apply to Affiliates who become Affiliates after the Effective Date as a result of any stock or asset acquisition involving Zai; provision whereby such Sublicensee acknowledges that this Agreement and (ii) such Sublicense are subject to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other Third Party subcontractors for the sole purpose of, with respect to the License, performing Zai’s obligations with respect to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with the terms and conditions of (A) that certain Collateral Assignment of Agreement, dated as of the Effective Date, by and between Victory Park Management, LLC (“Agent”) and Unigene (as amended, restated, modified or supplemented from time to time, the “Collateral Assignment”) and (B) that certain ROFO/ROFR Agreement, dated as of the Effective Date, by and among Xxxxx, Agent, and the “Investors” party thereto (as amended, restated, modified or supplemented from time to time, the “ROFO/ROFR Agreement”). Xxxxx shall provide Unigene with a copy of each such executed Sublicense agreement within thirty (30) days after the execution thereof; provided that any such copy may be redacted by Xxxxx to the extent that any such redaction does not impair Unigene’s ability to ensure compliance with this Agreement. Xxxxx shall diligently enforce compliance by each of its Sublicensees with the applicable Sublicense agreement. Any act or omission of a Sublicensee shall be deemed an act or omission of Xxxxx under this Agreement. If Xxxxx discovers that a Sublicensee has taken any action or failed to take any action that would, if done so by Xxxxx, constitute a breach of this Agreement that continues beyond all applicable grace periods, Xxxxx promptly shall notify Unigene thereof, and Zai will remain directly responsible for in addition to taking all actions reasonably necessary to cause the cessation of such breach, Xxxxx shall take such remedial action as may be reasonably requested by Unigene, including termination of such Sublicensee’s agreement as reasonably requested by Unigene. (c) Unigene may sublicense any of the rights granted to it hereunder to any Affiliate or Third Party, including the right to grant further sublicenses, provided that not later than *** days prior to granting any sublicense of its obligations rights under this Agreement to an Affiliate or Third Party, Unigene shall provide Xxxxx with a true and correct copy of the proposed sublicense agreement for Xxxxx’x review, and Unigene shall reasonably consider any comments provided by Xxxxx with respect to such sublicense agreement; provided, however, that have been delegated Unigene shall be permitted to accept or sublicensed reject any such comments in its sole discretion. (d) Notwithstanding anything to the contrary in this Agreement, neither Xxxxx nor any sublicenseeof its Affiliates or Sublicensees may sublicense or otherwise convey any rights to or under the Licensed Calcitonin IP to *** or any of *** affiliates for or in connection with any *** Drug Product.

Right to Sublicense. (a) Subject i. Licensee shall be entitled to utilize one or more contract manufacturers in connection with the terms production, manufacture, and/or packing of the Licensed Products for and conditions on behalf of this AgreementLicensee and under Licensee's direction and control, Zai subject to Tropicana's prior written approval, such approval not to be unreasonably withheld. Licensee shall have the right to grant sublicenses of sublicense the License: (i) to its Affiliates, provided that (A) such sublicense shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s right to grant sublicenses shall not apply use the Trademarks hereunder to Affiliates who become Affiliates after any such contract manufacturer to the Effective Date as a result of any stock or asset acquisition involving Zai; and (ii) limited extent necessary to enable such third party to perform the particular functions for which such third party is engaged, subject to Section 5.8 and NVCR’s Tropicana's prior written approval, such approval not to be unreasonably withheld. ii. In the event of any sublicense, Licensee shall remain primarily obligated under all of the provisions of this Agreement. Licensee shall cause each sublicensee and contract research organizationsmanufacturer to enter into a written agreement which shall include provisions, distributors and other Third Party subcontractors stated in such agreement to be for the sole purpose ofexpress benefit of Tropicana, consistent with respect to the Licenseprovisions of this Agreement including, performing Zai’s obligations with respect to the Developmentbut not limited to, Sections 6, 7, 12 and 14. No sublicense agreement shall contain any terms or conditions, and Commercialization of Licensed Products Licensee shall not take or authorize any actions in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance connection with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights or obligations under this Agreement with respect to any region within the Territory. Notwithstanding the grant of any sublicense hereunderagreement, Zai shall remain liable for any breach or default of inconsistent with the applicable terms and conditions of this Agreement hereof. Licensee shall, upon reasonable request by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee Tropicana, provide Tropicana with reasonable evidence that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense agreement entered into pursuant hereto complies with the requirements hereof. While Licensee shall contain the same indemnification be responsible for insuring that its sublicensees and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise consistent contract manufacturers comply with the terms of this Agreement. Zai will promptly provide a copy of , Tropicana shall have the executed agreement with each sublicensee independent right to NVCRexercise quality control, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply in accordance with the terms of this Agreement, directly over all sublicensees and conditions contract manufacturers. iii. Tropicana shall have the right, pursuant to terms substantively similar to Section 11 hereof, to require Licensee to terminate any agreement entered into with a sublicensee and contract manufacturer in violation of the terms hereof. In addition, Tropicana shall have the right to pursue all other rights or remedies available to it in connection therewith. Licensee will take all steps reasonably necessary or desirable to enforce the terms of this Agreement against its sublicensees and/or contract manufacturers. iv. Tropicana acknowledges that Licensee may elect to have Licensed Products manufactured by third parties who are also retailers of the Licensed Products, and Zai will remain directly responsible for all that the Licensed Products may be manufactured by and sold to such third parties without Licensee taking actual physical possession of its obligations under this Agreement that have been delegated or sublicensed to any sublicenseesuch Licensed Products.

Right to Sublicense. (a) Neither Party shall have the right to grant sublicenses under the rights granted to it in Section 5.1, except to the extent required for use of approved subcontractors pursuant to Section 2.11. (b) Subject to the terms and conditions of this Agreement, Zai Schering shall have the right to grant sublicenses of under the License: (i) rights granted to it in Section 5.2 to its Affiliates, provided that (A) such sublicense . Schering shall automatically terminate if such sublicensee ceases to be an Affiliate of Zai, and (B) Zai’s also have the right to grant sublicenses shall not apply under the rights granted to Affiliates who become Affiliates after it in Section 5.2 to Third Parties; provided, however, that in the Effective Date as a result case of any stock or asset acquisition involving Zai; and (ii) subject sublicense that is granted to Section 5.8 and NVCR’s prior written approval, to contract research organizations, distributors and other a Third Party subcontractors for the sole purpose of, with respect to a Major Market in which Schering grants the LicenseSublicensee the right to Develop any Licensed Product, performing Zai’s obligations with respect such sublicense shall be subject to the Development, and Commercialization of Licensed Products in the Field in the Territory. Notwithstanding the foregoing, except for sublicenses of the License to its Affiliates in accordance with Section 2.2(a)(i), Zai shall obtain NVCR’s prior written consent if Zai wishes to sublicense any of Zai’s rights PTC, which consent shall not be unreasonably withheld or obligations under this Agreement with respect to any region within the Territorydelayed. Notwithstanding the grant of any sublicense hereunder, Zai shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees. (b) Zai will not grant a sublicense to any sublicensee that has been debarred or disqualified by a Regulatory Authority. Zai will ensure that, prior to engaging any sublicensee that Each such sublicensee is subject to written agreement containing the following terms and conditions: (i) each such sublicensee must protect and keep confidential any Confidential Information of the Parties, including in accordance with Article 10; (ii) NVCR has the right to audit (either by itself or through Zai or Zai’s designee) the books and records of each such sublicensee in accordance with this Agreement (including pursuant to Section 9.7); (iii) the sublicense does not impose any payment obligations or liability on NVCR; (iv) each sublicense shall contain the same indemnification and intellectual property assignment provisions as in this Agreement; and (v) the sublicense is otherwise be consistent with the terms of this Agreement. Zai will promptly provide a copy of the executed agreement with each sublicensee to NVCR, which copy may be redacted to remove financial terms. Zai shall ensure that its sublicensees comply with all the terms and conditions of this Agreement Agreement, and Zai will remain directly responsible for all Schering shall guarantee EXECUTION VERSION the performance of its obligations under this Agreement that have been delegated or sublicensed Affiliates and Sublicensees with respect to any sublicenseesublicense granted pursuant to this Section 5.5(b). Upon granting any sublicense to a Third Party pursuant to this Section 5.5(b), Schering shall promptly inform PTC and shall provide the relevant details regarding such sublicense (i.e., name of Sublicensee, product involved and territory involved). (c) Either Party shall have the right to grant sublicenses to its Affiliates under the rights granted to it pursuant to Section 5.3. Neither Party shall have the right to grant to a Third Party any sublicense under the rights granted to it pursuant to such Section 5.3 without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Each such sublicense shall be consistent with all the terms and conditions of this Agreement, and the sublicensing Party shall guarantee the performance of its Affiliates and Sublicensees with respect to any sublicense granted pursuant to this Section 5.5(c). Upon granting any sublicense to a Third Party pursuant to this Section 5.5(c), the Party granting such sublicense shall promptly inform the other Party and shall provide the relevant details regarding such sublicense (i.e., name of Sublicensee, product involved and territory involved). (d) Either Party shall have the right to grant sublicenses under the rights granted to it under Section 5.4, subject to the restrictions set forth in Section 4A.4 (in the case of PTC) and Section 4A.5 (in the case of Schering). Each such sublicense shall be consistent with all the terms and conditions of this Agreement, and the sublicensing Party shall guarantee the performance of its Affiliates and Sublicensees with respect to any sublicense granted pursuant to this Section 5.5(d). Upon granting any sublicense pursuant to this Section 5.5(d), the sublicensing Party shall (x) promptly inform the other Party and shall provide the relevant details regarding such sublicense (i.e., name of Sublicensee, product involved and territory involved), and (y) provide sufficient evidence to the other Party to demonstrate that it has complied with the undertakings set forth in Section 4A.4 or 4A.5, as applicable. (e) The right to grant sublicenses provided in this Section 5.5 shall survive any termination or expiration of this Agreement, but only to the extent that the underlying license so survives; provided, however, that the restriction set forth in Section 5.5(c) with respect to Third Party sublicenses shall terminate in the event that the other Party's underlying co-exclusive license terminates.