Common use of Sub-licensing Clause in Contracts

Sub-licensing. Nuvectis may grant sub-licences (through multiple tiers) of its rights under this Agreement, provided that: (1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement; (2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences (through multiple tiers) of its rights under this AgreementAgreement (and to permit multiple levels of sub-licensing by Sub-Licensees), provided that: (1a) each sub-licence shall (I) include terms which are equivalent to the granting obligations and limitations imposed on the Licensee under this Agreement (including insurance obligations, the limitation of the lndemnitees’ liability and an indemnity to the lndemnitees) (II) not exclude the Contracts (Rights of Third Parties) Xxx 0000 in respect of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreementthe lndemnitees; (2b) it each sub-licence shall terminate automatically on the termination of this Agreement for any reason, provided however that the Licensee may require CE, immediately upon termination, to grant each Sub-Licensee a new licence on terms identical with this Agreement. CE shall not however be required to grant or allow the grant of any sub-licences to such a licence (i) to a tobacco company (being any entity identified as such Sub-Licensee whose breach has caused the termination by virtue of causing the Licensee to be in the Cancer Research UK Code breach of Practice on Tobacco Industry Funding to Universities)this Agreement; or (ii) a party which is actively and/or currently engaged in upon the manufacture, production or sale expiry of weapons or ammunition;this Agreement at the end of its term. (3c) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) within [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions ] of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence the Licensee shall provide to CE a true copy of it (provided, however, that the Licensee shall be entitled to redact any financial information from such a copy as required by the Sub-Licensee and, without prejudice to Nuvectislimiting the Licensee’s obligations under clauses 4.8 and 4.9, sensitive information); (d) the Licensee shall be responsible for Sub-Licensees’ conduct and any breach of a sub-licence as if it had been a breach by the Licensee under this Agreement. Any act or omission ; and (e) for the avoidance of any doubt, all Sub-Licensee which, if it were the act or omission of Nuvectis would Licensees shall be a breach of any treated as sub-licensees of the provisions Licensee for the purposes of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to whether the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop directly by the Licensee or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of subby any Sub-licence unless expressly stated otherwiseLicensee.

Sub-licensing. Nuvectis may Oncoscience shall be entitled to grant sub-licences (through multiple tierswhich for the purposes of this clause shall include any option or right to acquire a sub-licence) of its rights under this AgreementAgreement to any person (including without limitation any Affiliate of Oncoscience), provided that: (1a) the granting Oncoscience shall first provide written notice to CIMYM of any request to enter into a sub-licences license and shall not relieve Nuvectis provide with such notice a copy of the proposed sub-license agreement. CIMYM shall provide its response to any obligations or duties imposed on such request within thirty (30) days of its receipt of Oncoscience’s notice, failing which, it under shall be deemed to have consented to such request. CIMYM shall have no reason to withhold its consent to such request provided that the proposed sub-license agreement complies with the terms of this AgreementClause 6.4. Oncoscience shall provide to the Parties, within thirty (30) days of its execution, a fully executed copy of the sub-license agreement; (2b) it shall not grant or allow the grant scope of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting not exceed the market value scope of the rights grantedlicence granted under this Agreement and, in particular, shall not include any manufacturing rights; (4c) [***]the sub-licence shall include obligations on the sub-licensee which are equivalent to the obligations on Oncoscience under this Agreement (and the sub-licensee shall not have any right to grant sub-sub-licences without CIMYM’s prior written agreement, which consent may be withheld at CIMYM’s sole discretion); (5d) [***]if agreed between CIMYM and the sub-licensee, the sub-licence shall continue in force as an agreement between CIMYM (in place of Oncoscience) and the sub-licensee or, if no such agreement is made, the sub-licence shall terminate automatically on the termination of this Agreement for any reason; (6e) Nuvectis clinical trials in the territory of the sub-licensee shall ensure that there are included in any commence not later than 18 months from the date of the conclusion of the sub-licence terms agreement, failing which the sub-licence shall enable Nuvectis to comply with its obligations under this Agreementautomatically terminate; (7f) subject to Oncoscience shall have no ownership interest of any kind in the provisions of clause 12.6, each proposed sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP;licensee; and (8) [***]; (9g) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it Oncoscience shall be responsible for any breach of the sub-licence by the Subsub-Licensee of Licensed Products and/or Additional Licensed Productslicensee, as if the breach had been that of Nuvectis Oneoscience under this Agreement; (12) the grant , and Oncoscience shall indemnify CIMYM against any loss, damages, costs, claims or expenses which are awarded against or suffered by CIMYM as a result of any such breach by the sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiselicensee.

Sub-licensing. Nuvectis LICENSEE may grant sub-licences (through multiple tiers) licenses of the LICENSED PATENTS in the FIELD upon such terms and conditions that LICENSEE may negotiate with its rights under this Agreement, provided thatSUB-LICENSEES subject to the following requirements and restrictions: (1a) LICENSEE shall have the right to grant sub-licenses to SUB-LICENSEES only pursuant to written, executed agreements, Each SUB-LICENSE AGREEMENT shall make express reference to this LICENSE and the rights retained by LICENSORS. Any SUB-LICENSE AGREEMENT shall expressly include the provisions of Sections 13.4, 15, 17.6, and 17.7 for the benefit of LICENSORS and HHMI. (b) Such sub-licenses may be granted (at the discretion of the applicable GRANTOR) ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. through its IP HOLDING COMPANY; provided that the GRANTOR is responsible for the compliance of the IP HOLDING COMPANY and any SUB-LICENSEE with the terms of all upstream license agreements. (c) Before any sub-license is issued by LICENSEE or any SUB-LICENSEE, the written approval of the LICENSORS shall first be obtained for each SUB-LICENSE AGREEMENT, which approval will not be unreasonably withheld, conditioned or delayed. Approval will be deemed to have been given if fifteen (15) business days after the delivery of the proposed SUB-LICENSE AGREEMENT to the LICENSORS, LICENSEE has not received any notice withholding approval, and providing an explanation therefor. A copy of the final executed SUB-LICENSE AGREEMENT will also be provided by LICENSEE to LICENSORS. (d) LICENSEE shall ensure that nothing in any SUB-LICENSE AGREEMENT derogates any provision of this LICENSE and that no provision of any SUB-LICENSE AGREEMENT is contrary to any applicable law or regulation. (e) To the extent provided in the applicable SUB-LICENSE AGREEMENT, and subject to the applicable SUB-LICENSEE being in material compliance with the terms of its SUB-LICENSE AGREEMENT and applicable terms of this LICENSE, any sub-licenses granted by LICENSEE pursuant to a SUB-LICENSE AGREEMENT shall survive termination of the licenses granted to LICENSEE in Sections 3.1 through 3.3 or termination of this LICENSE and shall be assigned to LICENSORS as of the date of such termination. (f) The granting of any sub-licences license by LICENSEE shall not in no way relieve Nuvectis LICENSEE from any of the requirements or restrictions of this LICENSE. (g) LICENSEE shall be permitted to grant to SUB-LICENSEES the right to extend the sub-licenses to one or more AFFILIATES of such SUB-LICENSEE subject to the terms and conditions hereof (without such extension being deemed an additional sub-license and without such AFFILIATES being deemed a separate SUB-LICENSEE for purposes of the payment obligations under Article 6 hereof or the corresponding provisions of any obligations or duties imposed on it under this Agreement; (2) it shall not grant or allow the grant of any subSUB-licences to LICENSE AGREEMENT), provided that (i) the AFFILIATE is not directly or indirectly controlled by a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); foreign company, corporation, association, business or government, and (ii) a party which is actively and/or currently engaged the AFFILIATE has agreed in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis writing to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shallterms and conditions hereof, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination LICENSEE provides notice and copies of the license under clause 2.1 and/or any commercial licence foregoing to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts LICENSORS with its reports due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiseSection 6.6.

Sub-licensing. Nuvectis may 2.6.1 Orchard shall be entitled to grant sub-licences (of any of the rights licensed to it under this Agreement through multiple tiers) of its rights under this Agreementtiers and without restriction to Affiliates and/or any Third Parties, provided thatthat (i) Orchard shall not sub-license any of the Technology to a Tobacco Company; and (ii) where Orchard grants a sub-licence to a Third Party which includes the right to sell any Gene Therapy Product, then: (1a) the granting If Orchard receives any Sub-Licence Net Receipts from a Third Party Orchard shall within 30 days of receiving any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement;such payment pay to UCLB: (2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***];; or (5ii) [***];. (6b) Nuvectis Orchard shall ensure that there are included in any provide UCLB (and, via UCLB, UCLA if the sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject is to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination Joint UCLB/UCLA Technology) with notification of the license under clause 2.1 and/or any commercial licence to identity of the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each Third Party promptly following the grant of the sub-licence; (10c) Nuvectis the sub-licence agreement shall include obligations on the Sub-licensee to comply with the obligations on Orchard under Clauses 2.6, 5.11, 5.12 and 5.13 of this Agreement as if the Sub-licensee were Orchard; (d) the sub-licence agreement shall ensure that each the requirements under this Clause 2.4.1 shall be imposed by the Sub-Licence does licensee on any subsequent sub-sub-licensing arrangements; (e) each sub-licence shall include a provision (which Orchard shall not prohibit Nuvectis’s grant waive or terminate) to the effect that it shall terminate automatically upon expiry or termination of this Agreement for any reason except where: (i) the Sub-licensee was not implicated in or at fault in any circumstances which led to the termination of this Agreement; (ii) the benefit (but not the burden) of the sub-licence agreement is validly assigned to UCLB (or UCLB and UCLA in the implementation case of any Joint UCLB/UCLA Technology) in writing within [***] hereunder;following the date of termination of this Agreement; and (11iii) it shall be responsible for any breach following assignment under (ii) above, the Sub-licensee observes in full the terms of the sub-licence by agreement as if UCLB had stepped into the shoes of Orchard under the sub-licence agreement including paying all sums due to Orchard under the sub-licence agreement directly to UCLB (or UCLB and UCLA in the case of Joint UCLB/UCLA Technology) in a timely manner in which case the Sub-Licensee licensee’s rights to use the Technology sub-licensed to it shall continue in full force and effect in accordance with the terms of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreementrelevant sub-licence agreement; (12f) the grant of any sub-licence Orchard shall be without prejudice liable to Nuvectis’s obligations under this Agreement. Any act or omission UCLB (and with respect only to the Joint UCLB/UCLA Technology, also to UCLA) for the acts and omissions of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach licensee that constitute breaches of any of the provisions of this Agreement, will be deemed to be a breach as if they were the acts and omissions of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiseOrchard.

Sub-licensing. Nuvectis may Oncoscience shall be entitled to grant sub-licences (through multiple tierswhich for the purposes of this clause shall include any option or right to acquire a sub-licence) of its rights under this AgreementAgreement to any person (including without limitation any Affiliate of Oncoscience), provided that: (1a) Oncoscience shall obtain CIMYM's prior written consent to the execution of each sub-licence agreement, and such consent shall not be unreasonably withheld or delayed; (b) the granting of any royalties and other consideration provided for in the sub-licences licence shall be at an amount or rate which is not relieve Nuvectis of any obligations less than the amount or duties imposed on it under rate provided for in this Agreement; (2c) it the scope of the sub-licence shall not exceed the scope of the licence granted under this Agreement and, in particular, shall not include any manufacturing rights; (d) the sub-licence shall include obligations on the sub-licensee which are equivalent to the obligations on Oncoscience under this Agreement (and the sub-licensee shall not have any right to grant or allow sub-sub-licences without CIMYM's prior written agreement); (e) if agreed between CIMYM and the sub-licensee, the sub-licence shall continue in force as an agreement between CIMYM (in place of Oncoscience) and the sub-licensee or, if no such agreement is made, the sub-licence shall terminate automatically on the termination of this Agreement for any reason; (f) within 30 days of the grant of any sub-licences licence Oncoscience shall provide to (i) CIMYM a tobacco company (being any entity identified as such in the Cancer Research UK Code true copy of Practice on Tobacco Industry Funding to Universities)it; or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition;and (3g) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it Oncoscience shall be responsible for any breach of the sub-licence by the Subsub-Licensee of Licensed Products and/or Additional Licensed Productslicensee, as if the breach had been that of Nuvectis Oncoscience under this Agreement; (12) the grant , and Oncoscience shall indemnify CIMYM against any loss, damages, costs, claims or expenses which are awarded against or suffered by CIMYM as a result of any such breach by the sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiselicensee.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences of its rights under this Agreement to any of its Affiliates without the need for any further consent from the RPO, provided that the Licensee complies with the conditions set out in paragraph (through multiple tiersi) to (v) of Clause 2.3(b) in respect of any such sub-licence. Subject to Clause 2.3(a), the Licensee shall not be entitled to grant sub-licences of its rights under this Agreement, provided that: (1) except with the granting prior written consent of any the RPO, which consent shall not be unreasonably withheld. Where the RPO gives its consent, the Licensee shall be entitled to grant sub-licences of its rights under this Agreement to any person, provided that: the sub-licence shall include obligations on the sub-licensee which are equivalent to the obligations on the Licensee under this Agreement and limitations of liability that are equivalent to those set out in this Agreement; the sub-licence shall not relieve Nuvectis permit the sub-licensee to further sub-license any of its rights to the IP and/or the Know-how; the sub-licence shall terminate automatically on the termination of this Agreement for any obligations or duties imposed on it under this Agreement; reason; within thirty (230) it shall not grant or allow days of the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in licence the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject Licensee shall provide to the provisions RPO a true copy of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant it; and the implementation of any [***] hereunder; (11) it Licensee shall be responsible for any breach of the sub-licence by the Subsub-Licensee of Licensed Products and/or Additional Licensed Productslicensee, as if the breach had been that of Nuvectis the Licensee under this Agreement; (12) , and the grant Licensee shall indemnify the RPO against any losses, damages, costs, claims or expenses which are awarded against or suffered by the RPO as a result of any such breach by the sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiselicensee.

Sub-licensing. Nuvectis Derma Sciences may grant sub-licences (through multiple tiers) of its the rights granted to Derma Sciences under this Agreement, provided thatAgreement only in accordance with the following provisions: (1a) Derma Sciences must obtain the granting prior written consent of Comvita to the grant of any sub-licences shall not relieve Nuvectis licence; 10.01 licence agmt with redactions Licence Agreement 8 (b) no sub-licence will be granted except to the extent necessary to Supply Derma Sciences exclusively with Licensed Products or OTC Products manufactured by such sub-licensee; (c) every sub-licence must: (i) be in a form approved by Comvita in writing; (ii) impose obligations on the sub-licensee that are equivalent to the obligations of any obligations or duties imposed on it Derma Sciences under this Agreement; (2iii) it shall not grant prohibit any right to sub-sub-license, or allow to assign any of the rights granted under the sub-licence, without Comvita’s written consent; and (iv) terminate automatically on the termination or expiration of this Agreement for any reason, subject to clause 11.8(e); (d) within 14 days following the grant of any sub-licences licence, Derma Sciences will provide to (i) Comvita a tobacco company (being any entity identified as such in true and complete copy of the Cancer Research UK Code document recording the terms of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted;licence; and (4e) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any Derma Sciences will be responsible under this Agreement for all acts and omissions of its sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions licensees as if such acts or omissions were those of clause 12.6Derma Sciences. Derma Sciences will defend, each sub-licence shallindemnify, keep indemnified and shall be expressed in each sub-licence agreement tohold harmless Comvita against any and all losses, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation damages, costs, claims or expenses awarded against or suffered by Comvita as a result of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreementsuch acts or omissions. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier purported grant of sub-licence unless expressly stated otherwiseother than in accordance with this clause 2.8 will be ineffective and will be regarded as a material breach by Derma Sciences of this Agreement.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences (through multiple tiers) of its rights under this AgreementAgreement (and to permit multiple levels of sub-licensing by Sub-Licensees), provided that: (1a) the granting Approval is sought from CE, not to be unreasonably withheld and to be provided or declined within 30 days of any sub-licences shall not relieve Nuvectis being in receipt of any obligations or duties imposed on it under this Agreement;a written request for same. (2b) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall (I) include terms which are equivalent to the obligations and limitations imposed on the Licensee under this Agreement (including insurance obligations, the limitation of the Indemnitees’ liability and shall be expressed an indemnity to the Indemnitees) (II) not exclude the Contracts (Rights of Third Parties) Axx 0000 in respect of any of the Indemnitees; (c) each sub-licence agreement to, shall terminate automatically upon on the termination of the license under clause 2.1 and/or this Agreement for any commercial licence to the Collaboration Option IPreason; (8) [***]; (9d) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation within 30 days of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence the Licensee shall provide to CE a true copy of it; (e) the Licensee shall be without prejudice to Nuvectis’s obligations responsible for Sub-Licensees’ conduct and any breach of a sub-licence as if it had been a breach by the Licensee under this Agreement. Any act Agreement and the Licensee shall indemnify CE against any loss, damages, costs, claims or omission expenses which are awarded against or suffered by CE as a result; and (f) for the avoidance of any doubt, all Sub-Licensee which, if it were the act or omission of Nuvectis would Licensees shall be a breach of any treated as sub-licensees of the provisions Licensee for the purposes of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to whether the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted directly by the Licensee or by any Sub-Licensee. (g) At the Commencement Date CE confirms that it has not itself granted any license or other exploitation rights to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Technology to any third party, and subject to its academic use rights contained in clause 2.4, after the Commencement Date CE shall not grant any commercial license or other exploitation right to the Licensed Products; (14) each subclause of this Clause 2.4 shall apply Technology to each tier of sub-licence unless expressly stated otherwiseany third party within the Term.

Sub-licensing. Nuvectis may 4.1 ML shall be entitled to grant sub-licences (through multiple tiers) licenses of its rights under this AgreementAgreement to any person, provided that: (1a) the granting sub-license contains undertakings by the sub-licensee to observe and perform provisions substantially similar to those contained in this Agreement with regard to use, restrictions, confidentiality, access to records, non-assignability and termination, so far as the same are capable of observance and performance by the sub-licensee, and prohibits any further sub-licensing; (b) the sub-license is expressed to terminate automatically on the termination of this Agreement for any reason. 4.2 Proteus agrees that any sub-licences shall not relieve Nuvectis license granted by ML pursuant to this Agreement may include as an alternative to the provision referred to in clause 4.1(b) above a right for the sub-licensee to novate their sub-license to Proteus in the event that this Agreement does terminate. Proteus will take such a novation provided that: (a) Proteus was notified of any obligations or duties imposed on it under the identity of the sub-licensee by ML within 30 days of the grant of the sub-license; (b) Proteus receives a written confirmation of the novation from the sub-licensee within 30 days from the termination of this Agreement; (2c) it shall the sub-license is on normal commercial terms; (d) the sub-licensee has not grant or allow been in breach of the terms of their sub-license; and (e) the sub-licensee is not and has not been a Member of ML's Group. 4.3 ML shall: (a) within 30 days of the grant of any sub-licences to (i) a tobacco company (being any entity identified as such license notify Proteus in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacturewriting, production or sale of weapons or ammunition;and (3b) subject to at all times during the Term ensure the observance and performance by every sub-licensee under this Agreement of the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence license and indemnify Proteus against any loss, damages, costs, claims or expenses which are awarded against or incurred by the Sub-Licensee Proteus as a result of Licensed Products and/or Additional Licensed Products, as if the any breach had been that of Nuvectis under this Agreement; (12) the grant of by any sub-licence shall be without prejudice to Nuvectis’s obligations licensee under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach Agreement of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiselicense.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences of its rights under this Agreement to any of its Affiliates without the need for any further consent from the RPO, provided that the Licensee complies with the conditions set out in paragraphs (through multiple tiersi) to (v) of Clause 2.2(b) in respect of any such sub-licence. Subject to Clause 2.2(a) and Clause 2.3, the Licensee shall not be entitled to grant sub-licences of its rights under this Agreement, provided that: (1) except with the granting prior written consent of any the RPO, which consent shall not be unreasonably withheld. Where the RPO gives its consent, the Licensee shall be entitled to grant sub-licences of its rights under this Agreement to any person, provided that: the sub-licence shall include obligations on the sub-licensee which are equivalent to the obligations on the Licensee under this Agreement and limitations of liability that are equivalent to those set out in this Agreement; the sub-licence shall terminate automatically on the termination of this Agreement for any reason; the sub-licence shall not relieve Nuvectis permit the sub-licensee to further sub-license any of any obligations or duties imposed on it under this Agreement; its rights to the RPO Software; within thirty (230) it shall not grant or allow days of the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in licence the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject Licensee shall provide to the provisions RPO a true copy of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant it; and the implementation of any [***] hereunder; (11) it Licensee shall be responsible for any breach of the sub-licence by the Subsub-Licensee of Licensed Products and/or Additional Licensed Productslicensee, as if the breach had been that of Nuvectis the Licensee under this Agreement; (12) , and the grant Licensee shall indemnify the RPO against any losses, damages, costs, claims or expenses which are awarded against or suffered by the RPO as a result of any such breach by the sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiselicensee.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences (through multiple tiers) of its rights under this AgreementAgreement to any third party, provided that: 2.3.1 the Licensee receives UCLB’s permission (1which shall not be unreasonably withheld, conditioned or delayed) prior to the grant of the sub-licence; 2.3.2 the Licensee notifies UCLB promptly of the grant of the sub-licence and shall enter into a written sub-licence agreement with such third party; 2.3.3 such sub-licence agreement shall include obligations on the Sub-licensee which are consistent with the obligations on the Licensee under this Agreement (but it is understood that the Sub-licensee shall not be required to make payments to UCLB corresponding to the Licensee’s payment obligations under Clause 4); 2.3.4 such sub-licence agreement shall prohibit the Sub-licensee from granting further sub- licences of its rights under the Patents and to use the Know-how; 2.3.5 the proposed sub-licensee is not a Tobacco Company or an Affiliate of such a company or a Person involved as its primary business in arms dealing, gambling operations, or the promotion of violence or an Affiliate of such Person, or if the proposed sub-licensee is a Person regularly involved in child labour or an Affiliate of such Person; 2.3.6 each sub-licence shall terminate automatically upon termination of this Agreement for any reason (but not expiry of this Agreement under Clause 10.1) except where: (a) the granting Sub-licensee was not implicated in or at fault in any circumstances which led to the termination of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement; (2b) it shall the benefit (but not grant or allow the grant burden) of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial agreement is validly assigned to UCLB in writing by the Licensee within seven (7) days following the date of termination of this Agreement; and (c) following such assignment, the Sub-licensee observes in full the terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject agreement including paying all sums due to the provisions of clause 12.6, each Licensee under the sub-licence shallagreement directly to UCLB in a timely manner, in which case the Sub-licensee’s rights to use (to the full extent of and with the full benefit of whatever exclusivity which UCLB herein grants to the Licensee, had been afforded by the Licensee to the Sub-licensee in the sub-license) the Patents and the Know-how shall be expressed continue in full force and effect in accordance with the terms of the relevant sub-licence agreement; 2.3.7 the Licensee shall provide a certified true copy of each sub-licence agreement to, terminate automatically upon termination and of any subsequent amendments to it to UCLB within thirty (30) days following execution; and 2.3.8 the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis Licensee shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and licensee complies fully with the implementation terms of any [***] hereunder; (11) it the relevant sub-licence agreement. The Licensee shall be responsible for any breach of the or non-compliance with a sub-licence agreement by the its Sub-Licensee of Licensed Products and/or Additional Licensed Products, licensees as if the breach or non-compliance had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of or non-compliance with this Agreement by the Licensee, and the Licensee shall indemnify each of the Indemnitees against any Claims which are awarded against or suffered by any of the provisions Indemnitees as a result of this Agreement, will any such breach or non-compliance by its Sub-licensees. The Licensee acknowledges that a breach of Clauses 2.3.1 to 2.3.5 (inclusive) shall be deemed to be considered a material breach of this Agreement by Nuvectis who will be liable to for the University accordingly; (13) the obligations in purpose of Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise10.2.1.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences (through multiple tiers) of its rights under this AgreementAgreement (and to permit multiple levels of sub-licensing by Sub-Licensees), provided that: (1a) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement; (2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall (I) include terms which are equivalent in all material respects to the obligations and limitations imposed on the Licensee under this Agreement (including insurance obligations, the limitation of the Indemnitees’ liability and shall be expressed an indemnity to the Indemnitees) (II) not exclude the Contracts (Rights of Third Parties) Xxx 0000 in respect of any of the Indemnitees; (b) each sub-licence agreement to, shall terminate automatically on the termination of this Agreement for any reason subject to the right for Licensee to require CE to agree that if the Agreement terminates for any reason whatsoever and: (I) where there is only one Sub-Licensee then CE shall immediately upon termination of the license under clause 2.1 and/or any commercial licence grant to the Collaboration Option IP;Sub-Licensee a new licence on terms identical to the terms of this Agreement; and (8) [***]; (9II) it where there is more than one Sub-Licensee, then CE shall diligently collect all amounts due under offer to grant to the Sub-Licensees a new direct licence on terms identical to each Sub-Licensee’s sub-licence, provided however that the new licence shall: I) grant rights in relation to the Licensed Technology only; II) provide for CE to be entitled to take over the prosecution, maintenance and enforcement of the patents comprised in the Licensed Technology (10) Nuvectis shall ensure that each unless agreed otherwise with the Sub-Licence does Licensees) and for the related costs of CE to be borne equally by the Sub-Licensee(s); EXECUTION VERSION III) not prohibit Nuvectis’s grant impose any obligation on CE that is not included in this Agreement and IV) have the same financial terms as those in this Agreement, (each of (I) and (II) being referred to as the implementation “Step-in Right”, as appropriate). The Step-in Right shall not arise if this Agreement terminates (a) by effluxion of any [***] hereunder; (11) it shall be responsible for any time, due to a breach of the sub-licence sublicense by the Sub-Licensee causing Licensee to be in breach of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement, such that CE exercises its right of termination of this Agreement (except where there is more than one Sub-Licensee, in which case the non-breaching Sub-Licensee(s) shall be offered a new direct licence in accordance with clause (II) above); (12c) within [####] of the grant of any sub-licence the Licensee shall be provide to CE a true copy of it redacted, to the extent required by any Sub-licensee, in respect of any financial provisions, and without prejudice to Nuvectislimiting the Licensee’s obligations under this Agreement. Any act or omission of any Clauses 4.9 and 4.10; (d) the Licensee shall be responsible for Sub-Licensee which, Licensees’ conduct and any breach of a sub-licence as if it were the act or omission of Nuvectis would be had been a breach by the Licensee under this Agreement and the Licensee shall indemnify CE against any loss, damages, costs, claims or expenses which are awarded against or suffered by CE as a result; and (e) for the avoidance of any doubt, all Sub-Licensees shall be treated as sub-licensees of the provisions Licensee for the purposes of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to whether the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop directly by the Licensee or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of subby any Sub-licence unless expressly stated otherwiseLicensee.

Sub-licensing. Nuvectis may 4.1 Licensee shall have the right to grant written, sub-licences (through multiple tiers) licenses under all or any of its rights the licenses granted under Section 3.1, 3.6 and 3.8 of this AgreementAgreement to any person, provided that: (1a) Licensee shall be responsible for the granting payment to Licensors of all amounts payable hereunder with respect to the activities of any subRelated Company or Sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this AgreementLicensee; (2b) it Any sublicense granted to a Related Company shall not grant or allow to such Related Company any rights which are inconsistent with the grant rights and obligations of any sub-licences Licensee hereunder; and Licensee shall remain responsible to (i) a tobacco company (being any entity identified the Licensors hereunder for all activities of its Related Companies to the same extent as if such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunitionactivities had been undertaken by Licensee itself; (3c) subject to the provisions of Clause 2.5, such sub-licence Licensee shall be on arm’s length commercial terms reflecting the market value of responsible for its Sub-Licensees and shall not grant any rights which are inconsistent with the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its and obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] Licensee hereunder; (11d) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any a Sub-Licensee whichor of a Related Company under a sublicense of the Patent Rights, if it were the act or omission of Nuvectis which would be a breach of any of the provisions of this AgreementAgreement if performed by Licensee, will shall be deemed to be a breach by Licensee of this Agreement by Nuvectis who will be liable to Agreement; it being understood that the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) Licensors shall not apply in relation have the right to agreements that Nuvectis and/or terminate this Agreement as a result of any such act or omission of a Sub-Licensee enters into if such act or omission is capable of remedy and, [***] below, the applicable Sub-Licensee or Licensee itself cures such breach; (e) each sub-license agreement granted by Licensee to a Related Company or Sub-Licensee shall include a right to audit such Related Company or Sub-Licensee granted to Licensors of the same scope as provided in Section 9.l(b) hereof with Third Party Service Providersrespect to Licensee; (f) Licensee shall at all times indemnify and keep indemnified Licensors against all or any costs, provided that: (a) such agreements relate claims, damages or expenses incurred by Licensors, or for which Licensors may become liable, pursuant to any third party claim or proceedings to the provision extent the same is a result of researchthe default or negligence of any Sub-Licensee or of a Related Company under a sublicense; and (g) upon the termination of this Agreement under Section 18, development and/or manufacturing services all sublicenses of Licensee’s rights hereunder granted to Nuvectis and/or (i) a Qualified Sub-Licensee(s) shall survive automatically; and (ii) any Sub-Licensee that is not a Qualified Sub-Licensee, shall survive at the Licensors’ option, in each case, with the same field, level of exclusivity and territorial scope as the sub-license under the Patent Rights that had been granted by Licensee to such Sub-Licensee prior to the applicable termination of this Agreement, and Licensors and each such Sub-Licensee shall negotiate in good faith and [***] enter into a direct license agreement between them, [***]. 4.2 Licensee shall, within [***] with a Sub-Licensee, provide Licensor with a certified true copy of the sub-license agreement [***]. 4.3 The sub-licenses granted by Licensee to a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no under Licensee’s rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause under Section 3.1 of this Clause 2.4 Agreement shall apply [***], provided that [***], as the case may be. 4.4 For the purposes of this Agreement (including without limitation, Section 6 below), payments made to each tier Licensors directly by a Sub-Licensee or Related Company of subLicensee and activities of Sub-licence unless expressly stated otherwiseLicensees, Licensee’s Related Companies and others acting under Licensee’s authority, shall be deemed [***] for purposes of determining [***] under this Agreement.

Sub-licensing. Nuvectis may NitroMed shall be entitled to grant sub-licences licenses in respect of the Elan Intellectual Property in one or more countries of the Territory, subject to the following conditions: 2.2.1 NitroMed shall have the right to grant a sub-license to a Technological Competitor solely for the purposes of co-promotion, distribution and/or marketing in countries where a DMF or equivalent procedure exists such that Elan will not be required to disclose to the sub-licensee or publicly Elan’s Confidential Information; outside of these countries NitroMed shall have the right to grant a sub-license to a Technological Competitor for the purposes aforementioned provided all of the following conditions are met (through multiple tiersand in the case of a Technological Competitor acquiring control of NitroMed pursuant to Clause 13.2.4, or the assignment of this Agreement to a Technological Competitor pursuant to Clause 13.2.2, the requirements of this Clause 2.2.1 shall apply): (a) the potential sub-licensee does not generate a majority of its revenues in connection with activities in relation to oral controlled release technologies; (b) the commercialisation activities in relation to the Product will be carried out by a separate division that is not involved in any activities related to sub-licensee’s oral controlled release technology; (c) NitroMed has used its reasonable best efforts to ensure that the potential sub-licensee does not gain access to Elxx’x confidential information in relation to the chemistry, manufacturing and control processes for the Product and to this end the parties agree to negotiate in good faith an appropriate three-way confidentiality agreement between NitroMed, Elan and the potential sub-licensee; and (d) if such access to information cannot be avoided then Elan and NitroMed shall discuss in good faith the establishment of mechanisms to allow for the maximum reasonable protection of Elan’s confidential information whilst permitting the commercialisation of the Product in such countries, which will ensure that the potential sub-licensee provides, directly to Elan, appropriate undertakings, with appropriate rights under of enforcement of those undertakings. 2.2.2 NitroMed shall not grant a sub-license to a person selling Competitive Products, and any sub-license shall automatically terminate upon the sub-licensee selling Competitive Products; 2.2.3 Any sub-license granted shall be in the same terms as the terms of this Agreement insofar as they are applicable, mutatis mutandis, but excluding the right to grant a sub-license or a production license; 2.2.4 For the avoidance of doubt, NitroMed shall ensure that Elan shall have the same rights of audit and inspection vis-à-vis a sub-licensee as Elan has vis-à-vis NitroMed pursuant to this Agreement, provided that:; (1) the granting 2.2.5 NitroMed shall be liable to Elan for all acts and omissions of any sub-licences licensee as though such acts and omissions were by NitroMed; and 2.2.6 NitroMed shall undertake to protect the confidentiality of Elxx’x chemistry, manufacturing and control processes for the Product in its dealings with permitted sub- licensees and shall not relieve Nuvectis disclose any information from the CMC Section to a any third party, including a permitted sub-licensee, without the prior written consent of any obligations or duties imposed on it under this Agreement; (2) it Elan, which consent shall not grant be unreasonably withheld or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified delayed, other than as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject contemplated pursuant to the provisions terms of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise2.2.1.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences (through multiple tiers) of its rights under this AgreementAgreement (and to permit multiple levels of sub-licensing by Sub-Licensees), provided that: (1a) each sub-licence shall (I) include terms which are equivalent to the granting obligations and limitations imposed on the Licensee under this Agreement (including insurance obligations, the limitation of the lndemnitees’ liability and an indemnity to the lndemnitees); and (II) not exclude the Contracts (Rights of Third Parties) Xxx 0000 in respect of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreementthe lndemnitees; (2b) it each sub-licence shall terminate automatically on the termination of this Agreement for any reason subject to the right for Licensee to require CE to agree that if the Licensee so requests CE shall immediately upon termination grant to the Sub-Licensee a new licence on terms identical to the terms of this Agreement (the “Step-in right”). The Step-in Right shall not grant or allow the grant of any sub-licences to arise: if this Agreement terminates (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code by effluxion of Practice on Tobacco Industry Funding to Universities)time; or (ii) due to a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence sublicense by the Sub-Licensee causing the Licensee to be in breach of Licensed Products and/or Additional Licensed Productsthis Agreement, as if a result of which CE terminated the breach had been that of Nuvectis under this Agreement; (12c) within [####]of the grant of any sub-licence the Licensee shall be provide to CE a true copy of it, redacted, to the extent required by any Sub-licensee, in respect of any financial provisions and without prejudice to Nuvectislimiting the Licensee’s obligations under this Agreement. Any act or omission of any clauses 4.4 and 4.5; (d) the Licensee shall, subject to clause 7.3(b) be responsible for Sub-Licensee which, Licensees’ conduct and any breach of a sub-licence as if it were the act or omission of Nuvectis would be had been a breach by the Licensee under this Agreement and the Licensee shall indemnify CE against any loss, damages, costs, claims or expenses which are awarded against or suffered by CE as a result; and (e) for the avoidance of any doubt, all Sub-Licensees shall be treated as sub-licensees of the provisions Licensee for the purposes of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to whether the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop directly by the Licensee or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of subby any Sub-licence unless expressly stated otherwiseLicensee.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences (through multiple tiers) of its rights under this AgreementAgreement to any third party, provided that: 2.3.1 the Licensee receives UCLB’s permission (1which shall not be unreasonably withheld, conditioned or delayed) prior to the grant of the sub-licence; 2.3.2 the Licensee notifies UCLB promptly of the grant of the sub-licence and shall enter into a written sub-licence agreement with such third party; 2.3.3 such sub-licence agreement shall include obligations on the Sub-licensee which are consistent with the obligations on the Licensee under this Agreement (but it is understood that the Sub-licensee shall not be required to make payments to UCLB corresponding to the Licensee’s payment obligations under Clause 4); 2.3.4 such sub-licence agreement shall prohibit the Sub-licensee from granting further sub- licences of its rights under the Patents and to use the Know-how and/or the Materials; 2.3.5 the proposed sub-licensee is not a Tobacco Company or an Affiliate of such a company or a Person involved as its primary business in arms dealing, gambling operations, or the promotion of violence or an Affiliate of such Person, or if the proposed sub-licensee is a Person regularly involved in child labour or an Affiliate of such Person; 2.3.6 each sub-licence shall terminate automatically upon termination of this Agreement for any reason (but not expiry of this Agreement under Clause 10.1) except where: (a) the granting Sub-licensee was not implicated in or at fault in any circumstances which led to the termination of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement; (2b) it shall the benefit (but not grant or allow the grant burden) of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial agreement is validly assigned to UCLB in writing by the Licensee within seven (7) days following the date of termination of this Agreement; and (c) following such assignment, the Sub-licensee observes in full the terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject agreement including paying all sums due to the provisions of clause 12.6, each Licensee under the sub-licence shallagreement directly to UCLB in a timely manner, in which case the Sub-licensee’s rights to use (to the full extent of and with the full benefit of whatever exclusivity which UCLB herein grants to the Licensee, had been afforded by the Licensee to the Sub-licensee in the sub-license) the Patents and the Know-how and/or the Materials shall be expressed continue in full force and effect in accordance with the terms of the relevant sub-licence agreement; 2.3.7 the Licensee shall provide a certified true copy of each sub-licence agreement to, terminate automatically upon termination and of any subsequent amendments to it to UCLB within thirty (30) days following execution; and 2.3.8 the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis Licensee shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and licensee complies fully with the implementation terms of any [***] hereunder; (11) it the relevant sub-licence agreement. The Licensee shall be responsible for any breach of the or non-compliance with a sub-licence agreement by the its Sub-Licensee of Licensed Products and/or Additional Licensed Products, licensees as if the breach or non-compliance had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of or non-compliance with this Agreement by the Licensee, and the Licensee shall indemnify each of the Indemnitees against any Claims which are awarded against or suffered by any of the provisions Indemnitees as a result of this Agreement, will any such breach or non-compliance by its Sub-licensees. The Licensee acknowledges that a breach of Clauses 2.3.1 to 2.3.5 (inclusive) shall be deemed to be considered a material breach of this Agreement by Nuvectis who will be liable to for the University accordingly; (13) the obligations in purpose of Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise10.2.1.

Sub-licensing. Nuvectis may The Licensee shall not be entitled to grant subSub-licences (through multiple tiers) Licenses or Sub-Sub-Licenses of its rights under this Agreement, provided except with the prior written consent of Monash, which consent may not be unreasonably withheld. For the avoidance of doubt, the Parties agree that as a condition to giving its consent the Licensee shall in each case ensure that: (1a) the granting Sub-License and any Sub-Sub-License shall be in writing and on arm's length terms and shall include obligations on the Sub-Licensee and any Sub Sub-Licensee that are equivalent to the obligations on the Licensee under this Agreement, including limitations of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under liability that are equivalent to those set out in this Agreement; (2b) it the Sub-License and any Sub-Sub-License shall terminate automatically on the termination of this Agreement for any reason; (c) the Sub-License shall not grant the Sub-Licensee any right to; x. xxxxx any Sub-Licenses (or allow Sub-Sub-Licenses as the case may be) in respect of the Licensed Intellectual Property without Monash consent; or ii. enforce any of the Licensed Intellectual Property. (d) within 30 days of the grant of any subSub-licences License or Sub-Sub-License the Licensee shall provide to (i) Monash a tobacco company (being any entity identified as such in the Cancer Research UK Code true copy of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunitionit; (3e) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it Licensee shall be responsible for any breach of the subSub-licence License or Sub Sub-License by the Sub-Licensee of Licensed Products and/or Additional Licensed Productsor Sub-Sub-Licensee, as if the breach had been that of Nuvectis the Licensee under this Agreement;, and the Licensee shall indemnify Monash against any loss, damages, costs, claims, or expenses that are awarded against or suffered by Monash as a result of any such breach by the Sub-Licensee and/or Sub-Sub-Licensee; and (12f) the grant of any subSub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of License and any Sub-Licensee which, if it were the act or omission of Nuvectis would be Sub-License shall name Monash as a breach of any third party beneficiary of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to Licensee's rights under the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise.License

Sub-licensing. Nuvectis 5.1 GTG may sub-licence (a) Subject to obtaining the prior written consent of the University, whose consent will not be unreasonably withheld, GTG may grant sub-licences (through multiple tiers) licenses to third parties for the purposes of its rights under enabling them to Exploit any Product on the terms of this Agreement, provided that. (b) GTG will ensure that any sub-licence it grants: (1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement; (2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice is on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3) subject to the provisions of Clause 2.5, such suban arms-licence shall be on arm’s length commercial terms basis reflecting the market value of the rights granted; (4ii) [***]; is on substantially the same terms as the terms of this Agreement (5) [***]; (6) Nuvectis shall ensure that there are included in except insofar as the terms of this Agreement relate to the Services to be provided by the University to GTG, which terms will not form part of any sub-licence terms granted by GTG); (iii) includes an acknowledgement from the sub-licensee that the University owns the University Patents; (iv) acknowledges the University’s retention of rights in clause 4.2; (v) prohibits the sub-licensee from taking any action or allowing any action to be taken which shall may detract from the University’s ownership of the University Patents; (vi) requires the sub-licensee to maintain all books, records and accounts necessary to enable Nuvectis verification of the amount of royalties and other income required to comply with its obligations under be paid by the sub-licensee to GTG; (vii) entitles the University to reasonable access to all books records and accounts, including any records and books maintained as data on a computer system; (viii) expires at or prior to the expiry of the Term and provides for the sub-licence to terminate automatically upon the termination of this Agreement; (7ix) subject is in writing in the English language, executed by the sub-licensee and giving its place of business; (x) cannot be assigned without the written consent of the University; (xi) includes a clause excluding and limiting the liability of the University that is at least equivalent to the provisions exclusion and limitation of clause 12.6, liability included in this Agreement; and (xii) will not allow the sub-licensee to further licence all or any part of the University Patents. (c) GTG must provide the University with a true copy including all financials of each sub-licence shall, entered into and shall be expressed in any variations to that sub-licence within thirty (30) Business Days of that sub-licence being entered into. (d) GTG must ensure that each sub-licence agreement to, terminate automatically upon termination licenseecomplies with the requirements set out in clause 5.1(b). GTG must monitor the performance of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant licensee and promptly notify the implementation University if it becomes aware of any [***] hereunder; (11) it shall be responsible for any breach of the those terms. Any breach by a sub-licence by the Sub-Licensee licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be those terms is deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiseGTG.

Sub-licensing. Nuvectis may grant i) TCL shall be free to sub-licences license and sub-distribute the Licensed Rights (through multiple tiersor any part thereof) in connection with TCL’s distribution and exploitation of its the Programs and/or any ancillary, subsidiary or allied rights under this Agreementtherein; provided, provided that: however, that TCL shall not license to any unrelated third party (1“Third Party Prodco”) the granting right to create or produce any works derivative of any sub-licences shall not relieve Nuvectis the Series (or Programs) without the prior written approval of any obligations or duties imposed on CAS, it under this Agreement; (2) it shall not grant or allow the grant of any sub-licences to being acknowledged hereby that (i) CAS has pre-approved The Chosen Texas, LLC and The Chosen Productions, LLC (DBA Loaves and Fishes Productions) as the production services entities for the production of the Series and certain Programs (e.g., “The Chosen – House of Dxxxx”), and provided further, that any such Third Party Prodco, or any other production company affiliated with TCL (an “Affiliated Prodco”) shall be required to execute customary and appropriate production services agreements or other customary documentation reasonably acceptable to CAS to effectuate the intent and purposes of this Agreement. TCL shall meaningfully consult with CAS with respect to any non-customary (i.e., outside of the ordinary course of the business of licensing rights to entertainment programs) material terms of such sub-license and sub-distribution agreements. Without limiting anything set forth in this Paragraph 1, the Licensed Rights shall include, without limitation, all rights in and to the Programs as are necessary for TCL (or its permitted assignee or delegate) to fulfill, continue performance under, and comply with all existing license agreements (the “Existing Licenses”) with respect to the Programs. TCL agrees that it will continue to fulfill, administer, perform under and comply with all of the Existing Licenses, provided, however, that any inadvertent failure to do so shall not be deemed a tobacco company breach hereunder, provided that TCL shall use commercially reasonable good faith efforts to cure such failure (being any entity identified as to the extent such in the Cancer Research UK Code failure is curable) within a reasonable time after TCL’s receipt of Practice on Tobacco Industry Funding to Universities); or (written notice thereof. ii) TCL shall have the right to license and/or authorize the initial commercial exhibition of any new season and/or episode of a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; Program via (3A) an initial U.S. theatrical release and (B) subject to the provisions prior written approval of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed CAS in each sub-licence agreement toinstance, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; an initial international television exhibition window (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Productseach, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee which, if it were the act or omission of Nuvectis would be a breach of any of the provisions of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to the University accordingly; (13) the obligations in Clause 2.4 (3“First Window”), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwise.

Sub-licensing. Nuvectis The Licensee may grant sub-licences (through multiple tiers) of its rights under this Agreement, provided that:that:‌ (1) the granting of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreement; (2) it shall not grant or allow the grant of any sub-licences to (i) a tobacco company (being any entity identified as such in the Cancer Research UK Code of Practice on Tobacco Industry Funding to Universities); or (ii) a party which is actively and/or currently engaged in the manufacture, production or sale of weapons or ammunition; (3a) subject to the provisions of Clause 2.5clause 2.4, such sub-licence shall be on arm’s length commercial terms reflecting terms;‌ (b) such sub-licence shall be in writing and include obligations of confidentiality on the market value Sublicensee which are no less onerous than the obligations of confidentiality on the Licensee under this Agreement, and shall include provisions giving the Licensor the right to enforce such obligations against the Sublicensee; (c) each sub-licence shall terminate automatically and immediately upon termination of this Agreement under clause 10. (d) Subject to: a. this Agreement terminating for any reason other than expiry under Clause 10.1 or 10.3(d); b. the requirements of the United Kingdom National Security and Investment Act 2021 (“NS&I Act”) being met and satisfied; c. the Sublicensee is not a Restricted Party; d. this Agreement has not been terminated as a result of the acts or omissions of the Sublicensee including, but not limited to, arrangements or agreements, between the Licensee and Sublicensee or any actions of the Sublicensee that have significantly contributed to the termination of this Agreement; and e. the Sublicensee requests a licence agreement with the Licensor for same rights granted by the Licensee to the Sublicensee in applicable field, territory, and duration of the rights granted;(“Sublicensee’s Rights”) at least thirty (30) days after the date of such termination of this Agreement under clause 10 for any reason; the Licensor shall enter into a licence agreement with such Sublicensee for the field, territory, and duration of the rights granted by the Licensee to the Sublicensee (“Sublicensee Rights Agreement”) as permitted under this clause 2.3 provided the Sublicensee acknowledges and agrees the Sublicensee Rights Agreement shall have the same or similar terms and conditions as this Agreement to maintain the Sublicensee’s Rights in that: (4) [***]; (5) [***]; (6) Nuvectis a. the Licensor's liabilities to the Sublicensee in the Sublicensee Right’s Agreement shall ensure that there are included be no greater than the Licensor's liabilities to the Licensee in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; b. the Licensor's obligations to the Sublicensee in the Sublicensee Rights Agreement shall be no more extensive than the Licensor's obligations to the Licensee in this Agreement; c. the Sublicensee Rights Agreement shall contain the National Security and Investments Act and Disrepute Avoidance clauses as specified in this Agreement, or their equivalents at the time of execution of the Sublicensee Rights Agreement; d. the Sublicensee shall agree to the same financial duties and obligations to the Licensor as agreed by the Licensee in this Agreement for the applicable field, territory, and duration of the Sublicensee Rights but shall have no obligations towards any financial duties and obligations of the Licensee except those required to maintain the Sublicensee’s Rights; and e. the Sublicensee shall assume the responsibilities of the Licensee under Clause 6 Intellectual Property for the applicable field, territory, and duration of the Sublicensee’s Rights; (7e) as soon as reasonably possible, and in any event within thirty (30) days after the grant of any sub-licence, the Licensee shall provide to the Licensor a true copy of it, provided that this paragraph (e) shall not apply to sub-licences that are granted to subcontractors of the Licensee for the sole purpose of allowing such subcontractors to carry out development or manufacturing services for the Licensee; (f) subject to the provisions of clause 12.62.4, each such sub-licence shall, and shall be expressed in each provide that the Sublicensee is prohibited from granting further sub-licence agreement to, terminate automatically upon termination licences. This prohibition shall not prevent the Licensee from permitting use of the license under clause 2.1 and/or any commercial licence Licensed Intellectual Property Rights by subcontractors of the Sublicensee for the sole purpose of allowing such subcontractors to provide development or manufacturing services to the Collaboration Option IP;Sublicensee; and (8) [***]; (9g) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it Licensee shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence shall be without prejudice to Nuvectis’s obligations under this Agreement. Any act or omission of any Sub-Licensee whichthe Sublicensee that, if it were the act or omission of Nuvectis the Licensee would be a breach of any of the provisions of this Agreement, will be deemed to be as if the act or omission had been that of the Licensee under this Agreement, and the Licensee shall indemnify the Licensor and the other Indemnified Parties against any losses, damages, costs, fees, claims and expenses which are awarded against, or suffered by, the Licensor or any other of the Indemnified Parties as a breach result of this Agreement by Nuvectis who will be liable to any such act or omission of the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiseSublicensee.

Sub-licensing. Nuvectis may The Licensee shall be entitled to grant sub-licences (through multiple tiers) of its rights under this AgreementAgreement (and to permit multiple levels of sub-licensing by Sub-Licensees), provided that: (1a) each sub-licence shall (I) include terms which are equivalent to the granting obligations and limitations imposed on the Licensee under this Agreement (including insurance obligations, the limitation of the Indemnitees’ liability and an indemnity to the Indemnitees) (II) not exclude the Contracts (Rights of Third Parties) Xxx 0000 in respect of any sub-licences shall not relieve Nuvectis of any obligations or duties imposed on it under this Agreementthe Indemnitees; (2b) it each sub-licence shall terminate automatically on the termination of this Agreement for any reason, provided however that the Licensee may require Syncona, immediately upon termination, to grant each Sub-Licensee a new licence on terms identical with this Agreement. Syncona shall not however be required to grant or allow the grant of any sub-licences to such a licence (i) to a tobacco company (being any entity identified as such Sub-Licensee whose breach has caused the termination by virtue of causing the Licensee to be in the Cancer Research UK Code breach of Practice on Tobacco Industry Funding to Universities)this Agreement; or (ii) a party which is actively and/or currently engaged in upon the manufacture, production or sale expiry of weapons or ammunition;this Agreement at the end of its term. (3c) subject to the provisions of Clause 2.5, such sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) within [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions ] of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible for any breach of the sub-licence by the Sub-Licensee of Licensed Products and/or Additional Licensed Products, as if the breach had been that of Nuvectis under this Agreement; (12) the grant of any sub-licence the Licensee shall provide to Syncona a true copy of it (provided, however, that the Licensee shall be entitled to redact any financial information from such a copy as required by the Sub-Licensee and, without prejudice to Nuvectislimiting the Licensee’s obligations under clauses 4.7 and 4.8, sensitive information); (d) the Licensee shall be responsible for Sub-Licensees’ conduct and any breach of a sub-licence as if it had been a breach by the Licensee under this Agreement. Any act or omission ; and (e) for the avoidance of any doubt, all Sub-Licensee which, if it were the act or omission of Nuvectis would Licensees shall be a breach of any treated as sub-licensees of the provisions Licensee for the purposes of this Agreement, will be deemed to be a breach of this Agreement by Nuvectis who will be liable to whether the University accordingly; (13) the obligations in Clause 2.4 (3), (4), (5), (6) (excluding the development and commercialisation obligations set out in Clause 5.1), (8) and (9) shall not apply in relation to agreements that Nuvectis and/or a Sub-Licensee enters into with Third Party Service Providers, provided that: (a) such agreements relate to the provision of research, development and/or manufacturing services to Nuvectis and/or a Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop directly by the Licensee or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of subby any Sub-licence unless expressly stated otherwiseLicensee.

Sub-licensing. Nuvectis may The Parties shall be entitled to grant sub-licences (through multiple tiers) of its their respective rights under this AgreementAgreement (and to permit multiple levels of sub-licensing by Sub-Licensees), provided that: (1a) each sub-licence shall (I) include terms which are equivalent to the granting applicable obligations and limitations imposed on the Licensee or Syncona (as applicable) under this Agreement as necessary to ensure the Licensee’s or Syncona’s (as applicable) ability to perform its obligations under this Agreement (including insurance obligations, the limitation of the Indemnitees’ liability and an indemnity to the Indemnitees); and (II) not exclude the Contracts (Rights of Third Parties) Xxx 0000 in respect of any sub-licences shall not relieve Nuvectis of any obligations the Indemnitees or duties imposed on it under this Agreementthe Licensee; (2b) it each Licensee sub-licence shall terminate automatically on the termination of this Agreement for any reason, provided however that the Licensee may require Syncona, immediately upon termination, to grant each Sub-Licensee of the Licensee’s rights a new licence on terms as near identical as possible to the relevant terms of this Agreement (excluding any provisions relating to the Cross-Licensed Patents). Syncona shall not however be required to grant or allow the grant of any sub-licences to such a licence (i) to a tobacco company (being any entity identified as such Sub-Licensee whose breach has caused the termination by virtue of causing the Licensee to be in the Cancer Research UK Code breach of Practice on Tobacco Industry Funding to Universities)this Agreement; or (ii) a party which is actively and/or currently engaged in upon the manufacture, production or sale expiry of weapons or ammunitionthis Agreement at the end of its term; (3c) subject to the provisions of Clause 2.5, such each Syncona sub-licence shall be on arm’s length commercial terms reflecting the market value of the rights granted; (4) [***]; (5) [***]; (6) Nuvectis shall ensure that there are included in any sub-licence terms which shall enable Nuvectis to comply with its obligations under this Agreement; (7) subject to the provisions of clause 12.6, each sub-licence shall, and shall be expressed in each sub-licence agreement to, terminate automatically upon on the termination of the license under clause 2.1 and/or any commercial licence to the Collaboration Option IP; (8) [***]; (9) it shall diligently collect all amounts due under each sub-licence; (10) Nuvectis shall ensure that each Sub-Licence does not prohibit Nuvectis’s grant and the implementation of any [***] hereunder; (11) it shall be responsible this Agreement for any breach of reason, provided however that Syncona may require the sub-licence by the Licensee, immediately upon termination, to grant each Sub-Licensee of Licensed Products and/or Additional Licensed Products, Syncona’s rights a new licence on terms as if near identical as possible to the relevant terms of this Agreement (excluding any provisions relating to the Patents). The Licensee shall not however be required to grant such a licence (i) to a Sub-Licensee whose breach had been that has caused the termination by virtue of Nuvectis under causing Syncona to be in breach of this Agreement; or (ii) upon the expiry of this Agreement at the end of its term; (12d) within [**] of the grant of any sub-licence the Party who granted the sub-licence (the “Sub-Licensing Party”) shall provide to the other Party a true copy of it (provided, however, that the Sub-Licensing Party shall be entitled to redact any financial information from such a copy as required by the Sub-Licensee and, without prejudice to Nuvectislimiting the Sub-Licensing Party’s obligations under clauses 4.7 and 4.8, sensitive information); (e) the Sub-Licensing Party shall be responsible for its Sub-Licensees’ conduct and any breach of a sub-licence as if it had been a breach by the Sub-Licensing Party under this Agreement. Any act or omission ; (f) for the avoidance of any doubt, all Sub-Licensee which, if it were the act or omission of Nuvectis would Licensees shall be a breach of any treated as sub-licensees of the provisions Licensee or Syncona (as the case may be) for the purposes of this Agreement, will be deemed to be a breach whether the rights are granted directly by the Licensee or Syncona (as the case may be) or by any of this Agreement by Nuvectis who will be liable to the University accordinglyits Sub-Licensees; (13g) the obligations in Clause 2.4 Licensee shall not sub-license any of the Patents for Exploitation within the Freeline Field except to Freeline and solely pursuant to the Freeline Sub-Licence; (3), h) the Licensee shall not sub-license any of the Patents for Exploitation within the Purespring Field except to Purespring and solely pursuant to the Purespring Sub-Licence; and (4), (5), (6i) (excluding for the development and commercialisation obligations set out in Clause 5.1), (8) and (9avoidance of doubt clause 2.3(g) shall not apply in relation any way prejudice Freeline’s right to agreements that Nuvectis and/or a grant sub-licences pursuant to the Freeline Sub-Licensee enters into with Third Party Service Providers, provided that: (aLicence and clause 2.3(h) such agreements relate shall not in any way prejudice Purespring’s right to grant sub-licences pursuant to the provision of research, development and/or manufacturing services to Nuvectis and/or a Purespring Sub-Licensee in connection with Licensed Products and/or Additional Licensed Products; and (b) no rights are granted to such Third Party Service Providers to: (i) research, develop or manufacture its own products; and/or (ii) sell the Licensed Products and/or Additional Licensed Products; (14) each subclause of this Clause 2.4 shall apply to each tier of sub-licence unless expressly stated otherwiseLicence.