Common use of Sublicense Agreements Clause in Contracts

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements. BioLine shall provide Licensor with a copy of (i) the proposed final draft of each sublicense agreement into which it intends to enter for Licensor’s review 7 days prior to the contemplated date of execution thereof, which shall it being recognized that due to the nature of commercial negotiations such draft may be subject to change immediately prior to the execution thereof and BioLine may not be able to provide Licensor with such absolute final draft prior to execution, and (ii) the final executed version of each sublicense agreement into which it enters within 7 days after receipt of an executed draft thereof from the Sublicensee. For avoidance of doubt, it is hereby clarified that should the final executed version include material changes from the proposed final draft provided to Licensor for review pursuant to the foregoing, Licensee shall specifically notify Licensor of such material changes within reasonable time prior to execution. The Licensor shall have a right to comment on, and to object to the sublicense agreement to the extent that it provides rights to the Sublicensee that are inconsistent with, or deviate from, the terms of this Agreement, in which case such Sublicense Agreement shall not come into effect. Each such sublicense agreement shall be consistent with the terms of the Agreement and conditions of this Agreement. Such Sublicense agreements shall contain, among other thingsinter alia, provisions to the following effect: 2.3.2.1 all 2.3.3.1. All provisions necessary to ensure LicenseeBioLine’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4this Agreement, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 including reporting and 11.1;audit requirements; and 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in 2.3.3.2. In the event of termination of the license set forth in Section 2.1.1 2.2 above (in whole or in part (e.g., – e.g. termination of the license as to a Licensed Product or in a particular country)), any existing agreements that contain a Sublicense of, or other grant of right with respect to, Licensed Technology shall terminate to the extent of such terminated licenseSublicense or other grant of right; provided, however, that, for each Sublicensee, upon termination of the licenseSublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of the such Sublicense agreement with BioLine such that Licensee BioLine would have the right to terminate such Sublicense agreementSublicense, Licensor shall be obligated, at the request of such Sublicensee, to enter into a new agreement with such Sublicensee shall have the right to obtain a license from Harvard on substantially the same terms as those contained in such Sublicense agreement (including with respect to New Developments, and conditions as set forth hereinto the extent such terms are consistent with the terms of this Agreement); and provided, which further, that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense agreement does not impose any representations, warranties, obligations or liabilities on Harvard that Licensor which are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard . Licensor’s consent to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee request shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreementunreasonably withheld.

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements, which shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:; 2.3.2.1 all 4.2.2.1. All provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including without limitation its obligations under Sections 4.47.1, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 7.3 and 11.112.1; 2.3.2.2 a section 4.2.2.2. A clause substantially the same as Article 9 the provisions of Section 10 (Indemnification), which ) that shall also shall state that the Indemnitees (as defined in Section 9.1) Harvard, DFCI and HHMI are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification;indemnification and insurance provisions. 2.3.2.3 4.2.2.3. Upon any termination of this Agreement, all Sublicenses shall terminate. However, in recognition of the substantial investment made by Sublicensees in commercializing the Licensed Patent Rights, and to avoid future negotiation over the terms of a Sublicensee’s continued exercise of the Licensed Patent Rights in the event field and scope enjoyed pursuant to its Sublicense Agreement, Licensors will, at the request of a Sublicensee after such termination, grant a direct license under the Licensed Patent Rights to such Sublicensee (effective as of the date of the termination of this Agreement) for the license set forth Licensed Products and the field specified in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing its Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on Agreement and under the same terms and conditions (except as set forth hereinin (c) and (d) below) as those granted to Licensee under this Agreement, provided that: (a) such Sublicensee is not in material default under the Sublicense Agreement at the time of termination of this Agreement; (b) such Sublicensee assumes all unsatisfied past, current, and future obligations of Licensee under this Agreement, including under Section 3.2 and 6, with respect to the Licensed Products and field covered by its Sublicense; (c) such Sublicensee agrees: (i) with respect to Original Patent Rights covered by such Sublicense, to use commercially reasonable efforts, and/or cause its Affiliates to use commercially reasonable efforts (x) to develop Licensed Products, the making, using or selling of which is covered by a Valid Claim of the Original Patent Rights, (y) to introduce such Licensed Products into the commercial market and (z) to market such Licensed Products following such introduction into the market (including undertaking in such direct license to meet all applicable diligence milestones as set forth in the Sublicense agreement), in which event Sublicensee shall not be obligated to meet the original General Development Milestone within the time period set forth in this Agreement; and (ii) with respect to all of the other Licensed Patent Rights covered by such Sublicense, to meet the relevant Development Milestones (e.g. [**] Development Milestone, [**] Development Milestone, [**] Development Milestone, p53 Development Milestone and/or [**] Poly Peptide Milestone) within the time periods set forth in this Agreement, in which event such Sublicensee shall be obligated to meet such Development Milestones with such time periods; and (d) (i) the terms contained in such direct license agreement do not impose any representationsrepresentation, warranties, obligations or liabilities on Harvard that Licensors or the Sublicensee which are not included in this Agreement and includes limitations of liability provisions identical to those set forth in Sections 9.2 and 9.3, (ii) Sublicensee assumes all of Licensee’s obligations under Sections 5.3, 7.1.1, 7.3, 9.1, 10, 12.1, 12.4 and 12.7 with respect to the Licensed Products or field covered by its Sublicense, (iii) the royalty rates and milestone payments contained in such new agreement shall be equivalent to the royalty rates and milestone payments specified in Sections 6.4 and 6.5 of this Agreement), (iv) Licensors shall not be entitled to any stock or equity payment or issuance from the Sublicensee on account of such direct license, (v) the obligations to reimburse of patent prosecution expenses and pay license maintenance fees contained in the direct license agreement shall not be less favorable to Licensors than those set forth in Sections 3 and 6.3 of this Agreement, provided respectively; provided, however, that (a) the scope of the such prosecution expenses and license granted directly by Harvard to such Sublicensee maintenance fees shall be coextensive with the scope of the license granted by Licensee prorated among all former Sublicensees to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted whom Licensors grant a direct license shall be responsible for a pro rata share of the reimbursement due under this Section 6.2.3 of this Agreement (based on the number of 4.2.2.3 and whose such direct licenses under the Patent Rights are in effect on the date of reimbursement);payments are due. 2.3.2.4 the 4.2.2.4. The Sublicensee shall only not be entitled to sublicense its rights under such Sublicense agreement on agreement. However, Sublicensee shall be entitled to have some or all of its rights or obligations under such Sublicense performed or exercised by one or more of its Affiliates and/or through Sub-contractors; provided that any acts taken by any such Affiliate or Sub-contractor (or assignee thereof as described in the terms set forth next sentence) in accordance with the rights granted under this Section 2.3; and 2.3.2.5 4.2.2.4 shall be deemed an act taken by Sublicensee under the Sublicense agreement. For clarity, the assignment of a Sublicense agreement by a Sublicensee in connection with the sale of its business or assets to which the Sublicense agreement pertains or otherwise to a successor-in-interest as a result of a merger or reorganization or otherwise shall not be entitled deemed to assign the be a Sublicense prohibited by this Section 4.2.2.4. 4.2.2.5. The Sublicense agreement may not be assigned by Sublicensee without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement without the consent of Harvard (i) to an Affiliate of such Sublicenses or (ii) to a successor successor-in-interest in connection with the merger, consolidation consolidation, or sale of all or substantially all of its assets or that portion of its business or assets to which the Sublicense agreement relates; provided, however, provided that any permitted such assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses AstraZeneca shall, in each agreement under which it grants a sublicense under a license set forth in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Section 2.3 shall Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be granted only directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to written agreements, which such Sublicense Agreement. Each Sublicense Agreement shall be subject to and consistent with the applicable terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions the DFCI Agreement and any Third Party licenses sublicensed to the following effect: 2.3.2.1 Sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions necessary relevant to ensure Licensee’s ability this Agreement unredacted) to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4FibroGen within twenty (20) days after execution thereof, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee FibroGen shall have the right to obtain provide such copy to DFCI; provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a license copy of the reports received by AstraZeneca from Harvard on its Sublicensees during the same terms preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this (ii) a royalty accounting under the Sublicense Agreement, provided that in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (ato the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the scope of the license granted directly by Harvard to such Sublicensee DFCI Agreement. FibroGen shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in the prosecution or enforcement respect of the Patent Rights under the license granted information disclosed to it directly by Harvard and (c) if there are more than one SublicenseeDFCI in accordance with this Section 7.3(b), each Sublicensee that is granted a direct license which obligations shall be responsible for a pro rata share of substantially the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound same as those undertaken by the terms of such Sublicense agreementParties pursuant to Article 12.

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements, which shall be subject to in compliance and consistent not inconsistent with the terms and conditions of this Agreement. 5.2.1 BioLine shall inform BGN of any negotiations to grant a sublicense to a third party and provide BGN with the proposed form of sublicense agreement prior to its execution, for BGN's approval. Such Sublicense agreements BGN shall contain, among other things, provisions have the right to withhold its approval for any proposed sublicensing agreement solely to the following effect:extent that it reasonably determines that (a) the proposed sublicensing agreement does not comply in any substantive manner with the provisions of this Section 5; or (b) execution and performance of the proposed sublicense agreement will jeopardize or expose to non-prosecutable infringement BGN's proprietary rights in the Licensed Technology. In such case BGN shall provide written notice to BioLine within three business days of receipt of the proposed sublicense agreement, detailing the grounds for withholding its approval in accordance with this Section 5.2.1. In the event that BGN does not provide such a written notice within said three business days, it will be deemed for all purposes to have approved the proposed sublicense agreement. 2.3.2.1 all 5.2.2 Each such sublicense agreement shall contain inter alia, provisions necessary to ensure Licensee’s BioLine's ability to comply perform its obligations under this Agreement, including with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 respect to reporting requirements and 11.1;audit rights. 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in 5.2.3 In the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country))License , any existing Sublicense agreements that contain a sublicense of, or other grant of right with respect to, Licensed Technology shall terminate to the extent of such terminated licensesublicense or other grant of right; provided, however, that, for each Sublicensee, upon termination of the licensesublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of the Sublicense such sublicense agreement with BioLine such that Licensee BioLine would have the right to terminate such Sublicense agreementsublicense, BGN shall be obligated, at the request of such Sublicensee, to enter into a new agreement with such Sublicensee shall have the right to obtain a license from Harvard on substantially the same terms as those contained in such sublicense agreement, and conditions as set forth hereinprovided further that such terms shall be amended, which shall if necessary, to the extent required to ensure that such sublicense agreement does not impose any representations, warranties, obligations or liabilities on Harvard that BGN which are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such . 5.2.4 A Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under a sublicense agreement, and so forth through a chain of sublicenses, provided that each such Sublicense sublicense shall be subject to execution of a written agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection consistent with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of this Section 5 (other than Section 5.2.1 above), and shall be made for consideration and at arm's length transactions. To avoid doubt, BGN's approval will not be required in any such Sublicense agreementinstance.

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements, agreements which shall be subject to and consistent with the terms and conditions of the present Agreement (except that the royalty rates may be different than those set forth in this Agreement). Such BioLine shall provide Licensor with a copy of (i) the proposed final draft of each sublicense agreement into which it enters for Licensor’s review fifteen (15) days prior to the contemplated date of execution thereof, it being recognized that due to the nature of commercial negotiations such draft may be subject to change immediately prior to the execution thereof and BioLine may not be able to provide Licensor with such absolute final draft prior to execution, and (ii) the final executed version of each sublicense agreement into which it enters thirty (30) days of receipt of an executed draft thereof from the Sublicensee. For avoidance of doubt, it is hereby clarified that should the final executed version include material changes from the proposed final draft provided to Licensor for review pursuant to the foregoing, BioLine shall specifically notify Licensor of such material changes prior to execution. In addition, should any such Sublicense agreements be written in a language other than English or French, BioLine shall provide Licensor with an English translation of the Sublicense certified in accordance with Section 13.14. Each such sublicense agreement shall contain, among other thingsinter alia, provisions to the following effect: 2.3.2.1 all 2.4.2.1. All provisions necessary to ensure LicenseeBioLine’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4this Agreement, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 including reporting and 11.1audit requirements; 2.3.2.2 a section substantially 2.4.2.2. Any Sublicense shall contain provisions confirming the same reserved rights as Article 9 (Indemnification)provided in Section 2.2, which and the rights of Licensor as provided in Section 2.3, and shall also shall state that the Indemnitees include reasonable diligence obligations (as defined in Section 9.1) determined by BioLine having reference to the scope of the rights that are intended third party beneficiaries the subject of such Sublicense agreement for the purpose of enforcing such indemnification;Sublicense). 2.3.2.3 in 2.4.2.3. In the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country))2.1 above, any existing agreements that contain a Sublicense of, or other grant of right with respect to the Invention or the Licensed Patents, shall terminate to the extent of such terminated licenseSublicense or other grant of right; provided, however, that, for each Sublicensee, upon termination of the licenseSublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of the such Sublicense agreement with BioLine such that Licensee BioLine would have the right to terminate such Sublicense agreement, and that such Sublicensee desires to keep its rights to use the Invention or the Licensed Patents, subject to Sublicensee’s undertaking to indemnify Licensor as provided in Section 11 of the present Agreement, Licensor shall have be obligated, at its discretion, to either (i) take over the right to obtain Sublicense, or (ii) enter into a license from Harvard new agreement with such Sublicensee on substantially the same terms as those contained in such Sublicense agreement; and conditions as set forth hereinprovided, which further, that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense agreement does not impose any representations, warranties, obligations or liabilities on Harvard that Licensor which are not included in this Agreement. For the avoidance of doubt, provided that (a) and without limiting the scope generality of the license granted directly by Harvard to such Sublicensee above, the exclusion of warranties and the limitations of representations herein stated shall be coextensive with applicable to the scope Sublicense that would be effective between the Licensor and the Sublicensee and in no event shall Licensor be responsible or liable for any cost, payment of any kind (including for damages), act, action, obligation, collaboration or assistance if such is not expressly stated in this Agreement as being the responsibility of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreementLicensor.

Sublicense Agreements. Sublicenses under this Section 2.3 Licensee shall be granted only grant sublicenses pursuant to written agreements, which shall will be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall will contain, among other things, provisions to the following effectfollowing: 2.3.2.1 2.3.2.1. all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 2.3.2.2. a section substantially the same as Article 9 (Indemnification)of this Agreement, which also shall will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.3.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1.1 above 2.1 (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such provided that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted enter into a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses with Harvard under the Patent Rights terms set forth in effect on the date of reimbursement)Section 10.3.1 so long as such Sublicensee is in good standing under such Sublicense agreement and has not otherwise caused a material breach under this Agreement; 2.3.2.4 2.3.2.4. a provision clarifying that the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 2.3.2.5. a provision prohibiting the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an Affiliate of such Sublicensee or to a successor in connection with the merger, consolidation or reorganization of such Sublicensee, or the sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 (a) all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 (b) a section substantially the same as Article 9 Section 11 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.111.1) are intended third third-party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 (c) in the event of termination of the license set forth in Section 2.1.1 4.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the licensea Sublicense agreement, if the Sublicensee Sublicense, is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain seek a license from Harvard on the same TRDF. TRDF agrees to negotiate such licenses in good faith under reasonable terms and conditions as set forth hereinconditions, which shall not impose any representations, warranties, obligations or liabilities on Harvard TRDF that are not included in this Agreement, provided that ; (ad) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3agreement; and 2.3.2.5 (e) the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of HarvardTRDF, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard TRDF to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements, which shall be in compliance and not inconsistent with and subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements Each such sublicense agreement shall contain, among other things, provisions to the following effect: 2.3.2.1 all : All provisions necessary to ensure LicenseeCompany’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including its obligations under Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 7 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in 8 hereof. In the event of termination of the license set forth in Section 2.1.1 above License (in whole or in part (e.g., - e.g. termination of the license as to a Licensed Product or in a particular country)), any existing agreements that contain a Sublicense of, or other grant of right with respect to, Licensed Technology shall terminate to the extent of such terminated licenseSublicense or other grant of right; provided, however, that, for each Sublicensee, upon termination of the licenseSublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of the such Sublicense agreement with Company or this Agreement such that Licensee Company would have the right to terminate such Sublicense agreement, such Sublicensee shall or Licensor would have the right to obtain terminate this Agreement under Section 14.3(b)(i) (Material Breach), Licensor shall be obligated, at the request of such Sublicensee, to enter into a license from Harvard new agreement with such Sublicensee on substantially the same terms as those contained in such Sublicense agreement, and conditions as set forth hereinprovided further that such terms shall be amended, which shall if necessary, to the extent required to ensure that such Sublicense agreement does not impose any representations, warranties, obligations or liabilities on Harvard that Licensor which are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such . The Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense further Sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the provided that any such Sublicense granted by a Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection comply with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreementthis Section 5.2.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall will be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall will contain, among other things, provisions to the following effectfollowing: 2.3.2.1 2.2.2.1. all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 2.2.2.2. a section substantially the same as Article 9 (Indemnification)5 of this Agreement, which also shall will state that the Indemnitees (as defined in Section 9.15.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.2.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1.1 above 2.1 (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)part), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a direct license from Harvard on the same terms and conditions as set forth herein, which direct license shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 2.2.2.4. a provision clarifying that the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.32.2; and 2.3.2.5 2.2.2.5. a provision prohibiting the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or other reorganization of the Sublicensee, or the sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent in compliance with the terms and conditions of this Agreement. Such Sublicense agreements Agreement and shall contain, among other things, provisions to the following effect: 2.3.2.1 (i) all provisions necessary to ensure LicenseeCompany’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 (ii) a section substantially similar to Section 10.3 (Limitation of Liability) limiting the same as Article 9 liability of the Licensors and a section substantially similar to Section 11 (IndemnificationIndemnification and Insurance), which also shall state that the Indemnitees (as defined in Section 9.1) Licensors are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 (iii) in the event of termination of the license License set forth in Section 2.1.1 above 4.1 (in whole or in part (e.g., termination of the license as part) prior to a Licensed Product or in a particular country))expiration, any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination in whole or in part of the licensea Sublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee Company would have the right to terminate such Sublicense agreement, such Sublicensee shall have shall, at its option, become a direct licensee with the right Licensors in place of such terminated license through a separate written agreement to obtain a license from Harvard be entered into between the Licensors and such Sublicensee according to the terms of the particular Sublicense agreement; (iv) provisions for monetary consideration, including without limitation the payment of royalties by such Sublicensee to the Company, to be calculated on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope basis of the license granted directly sales of Licensed Products by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, provided however that, for the purpose of this section, “calculated on basis of sales” shall mean a calculation of royalties based on a definition of “sales” that substantially conforms to the definition of Net Sales set forth in this Agreement and in respect of the Sublicensee’s right for deduction of Third Party Royalties from royalties paid by the Sublicensee, Company shall use commercial reasonable efforts to include a limitation of 50% on royalties reduction after all credits and deductions permitted by the applicable Sublicense have been taken; (bv) if provisions implementing Licensors’ rights to reports and audits of Sublicensees’ records pursuant to Section 7 hereof; (vi) the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on except if the terms set forth Leading Licensor has approved such further sublicense in this Section 2.3accordance with 4.1.3(b) below; and 2.3.2.5 (vii) the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvardthe Leading Licensor, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement, and a copy of such written agreement of the assignee is provided to Leading Licensor.

Sublicense Agreements. Sublicenses under this Section 2.3 (1) Within fifteen (15) days after AltaRex or any Sublicensee grants a sublicense to a Sublicensee, AltaRex shall be granted only pursuant provide extracts from such sublicense agreement to written agreements, which shall be subject to and consistent with the terms and conditions of this AgreementBiomira. Such Sublicense agreements extracts shall contain, among other things, consist of the following provisions of the sublicense agreement: (i) the identity of the Sublicensee; (ii) the scope/field of the use of the Sublicensee under the sublicense agreement; and (iii) the provisions required to be included in the sublicense agreement pursuant to the following effect: 2.3.2.1 all provisions sections of this Agreement (and any other provisions, such as defined terms, which may be reasonably necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions permit an understanding of Sections 4.4such provisions): Section 2.1, Section 2.4, Section 2.7, Section 3.5, Section 4.3 Section 4.5, Section 4.6, 5.1Article V, 5.3Section 6.1.1, 5.4, 8.1 Section 6.1.2 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state termination provision similar to that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above 2.3. The provisions of the sublicense agreement referred to in subsection (iii) are referred to as the "Designated Sublicense Provisions". (2) AltaRex agrees to ensure that the Designated Sublicense Provisions are included in whole each sublicense agreement with a Sublicensee (whether granted by AltaRex or a Sublicensee) and that such Designated Sublicense Provisions will not be amended (except for an amendment which in part (e.g., no way derogates from AltaRex's obligations under this Section 2.7) or deleted prior to the termination of the license sublicense in question. AltaRex shall use commercially reasonable efforts to enforce or cause to be enforced the Designated Sublicense Provisions against Sublicensees. AltaRex shall in a timely manner keep Biomira informed as to any breaches by any Sublicensee of the Designated Sublicense Provisions. In the event that Biomira believes that a Licensed Product or Sublicensee has breached any of the Designated Sublicense Provisions, it may, in a particular country))its discretion, any existing Sublicense shall terminate to the extent provide notice of such terminated license; providedclaimed breach to AltaRex and AltaRex shall, howeverwithin fifteen (15) days after receipt of such notice, thatuse commercially reasonable efforts to cause the Sublicensee to comply with the applicable Designated Sublicense Provisions and AltaRex shall take or cause to be taken such other steps as may be commercially reasonable under the circumstances, for each Sublicensee, upon termination including the exercise of the license, if termination remedies in the applicable sublicense agreement with respect to a Sublicensee is not then in breach which has breached any of the Designated Sublicense agreement such Provisions. In the event that Licensee would have AltaRex fails to enforce or cause to be enforced the right to terminate such Designated Sublicense agreementProvisions against the relevant Sublicensees, such Sublicensee despite having used commercially reasonable efforts, Biomira shall have the right to obtain seek an injunction and/or bring an action(s) for damages and/or specific performance against such Sublicensees and, in order to enable Biomira to carry out the foregoing, AltaRex shall, as directed by Biomira, either assign or cause to be assigned to Biomira in a license from Harvard on timely manner any and all actions or causes of action(s) relating to the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope claimed breach of the license granted directly by Harvard Designated Sublicense Provisions or permit Biomira or cause Biomira to be permitted to pursue such Sublicensee action(s) in the name of AltaRex or other applicable party. In no event, however, shall the foregoing be coextensive construed to permit or provide Biomira with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate itself directly exercise the termination remedies in the prosecution or enforcement applicable sublicense agreement. (3) Biomira and AltaRex agree that the obligations of the Patent Rights AltaRex under the license this Agreement in relation to sublicensing of any rights granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on including without limitation the number of direct licenses under obligations with respect to the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its Designated Sublicense Provisions and Biomira's rights under such Sublicense agreement on the terms set forth in Section 2.7(2)) shall apply mutatis mutandis to any other transfer by assignment or otherwise of any rights or privileges granted by Biomira under this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreementAgreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent in compliance with the terms and conditions of this Agreement. Such Sublicense agreements Agreement and shall contain, among other things, provisions to the following effect: 2.3.2.1 (i) all provisions necessary to ensure LicenseeCompany’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 (ii) a section substantially similar to Section 10.3 (Limitation of Liability) limiting the same as Article 9 liability of the Licensors and a section substantially similar to Section 11 (IndemnificationIndemnification and Insurance), which also shall state that the Indemnitees (as defined in Section 9.1) Licensors are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 (iii) in the event of termination of the license License set forth in Section 2.1.1 above 4.1 (in whole or in part (e.g., termination of the license as part) prior to a Licensed Product or in a particular country))expiration, any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination in whole or in part of the licensea Sublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee Company would have the right to terminate such Sublicense agreement, such Sublicensee shall have shall, at its option, become a direct licensee with the right Licensors in place of such terminated license through a separate written agreement to obtain a license from Harvard be entered into between the Licensors and such Sublicensee according to the terms of the particular Sublicense agreement; (iv) provisions for monetary consideration, including without limitation the payment of royalties by such Sublicensee to the Company, to be calculated on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope basis of the license granted directly sales of Licensed Products by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, provided however that, for the purpose of this section, “calculated on basis of sales” shall mean a calculation of royalties based on a definition of “sales” that substantially conforms to the definition of Net Sales set forth in this Agreement and in respect of the Sublicensee's right for deduction of Third Party Royalties from royalties paid by the Sublicensee, Company shall use commercial reasonable efforts to include a limitation of 50% on royalties reduction after all credits and deductions permitted by the applicable Sublicense have been taken; (bv) if provisions implementing Licensors’ rights to reports and audits of Sublicensees’ records pursuant to Section 7 hereof; (vi) the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on except if the terms set forth Leading Licensor has approved such further sublicense in this Section 2.3accordance with 4.1.3(b) below; and 2.3.2.5 (vii) the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvardthe Leading Licensor, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement, and a copy of such written agreement of the assignee is provided to Leading Licensor.

Sublicense Agreements. Sublicenses AstraZeneca shall, in each agreement under which it grants a sublicense under a license set forth in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Section 2.3 shall Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be granted only directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to written agreements, which such Sublicense Agreement. Each Sublicense Agreement shall be subject to and consistent with the applicable terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions the DFCI Agreement and any Third Party licenses sublicensed to the following effect: 2.3.2.1 Sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions necessary relevant to ensure Licensee’s ability this Agreement unredacted) to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4FibroGen within twenty (20) days after execution thereof, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee FibroGen shall have the right to obtain provide such copy to DFCI; provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a license copy of the reports received by AstraZeneca from Harvard on its Sublicensees during the same terms preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this (ii) a royalty accounting under the Sublicense Agreement, provided that in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (ato the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the scope of the license granted directly by Harvard to such Sublicensee DFCI Agreement. FibroGen shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate provide each such report to DFCI. FibroGen shall require DFCI to comply with confidentiality and non-use obligations in the prosecution or enforcement respect of the Patent Rights under the license granted information disclosed to it directly by Harvard and (c) if there are more than one SublicenseeDFCI in accordance with this Section 7.3(b), each Sublicensee that is granted a direct license which obligations shall be responsible for a pro rata share of substantially the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound same as those undertaken by the terms of such Sublicense agreementParties pursuant to Article 12.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all 4.2.2.1. All provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including without limitation its obligations under Sections 4.46.3, 4.56.4, 4.66.5, 5.17.1.1, 5.37.3, 5.4, 8.1 9.1 and 11.112.1; 2.3.2.2 a 4.2.2.2. A section substantially the same as Article 9 (Indemnification)10, which also shall state that the Indemnitees (as defined in Section 9.1Article 10) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnificationindemnification and insurance provisions; 2.3.2.3 in 4.2.2.3. In the event of termination of the license licenses set forth in Section 2.1.1 4.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated licenselicenses terminate; provided, however, that, for each Sublicensee, upon termination of the licensea Sublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain seek a license from Harvard. Harvard on the same agrees to negotiate such licenses in good faith under reasonable terms and conditions as set forth hereinconditions, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such ; 4.2.2.4. The Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on without Harvard’s prior written consent; provided that, if the terms set forth Sublicensee is a major pharmaceutical company, the Sublicensee may grant further Sublicenses with respect to Licensed Products that the Sublicensee is developing and/or commercializing in this Section 2.3at least one of (a) the United States, (b) any Major European Country or (c) Japan, in each case subject to Sections 4.2.2.1, 4.2.2.2, 4.2.2.3 and 4.2.2.5, without Harvard’s consent; and 2.3.2.5 the 4.2.2.5. The Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an Affiliate or to a successor in connection with the merger, consolidation consolidation, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all 4.2.2.1. All provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including without limitation its obligations under Sections 4.46.3, 4.56.4, 4.66.5, 5.17.1.1, 5.37.3, 5.4, 8.1 9.1 and 11.112.1; 2.3.2.2 a 4.2.2.2. A section substantially the same as Article 9 (Indemnification)10, which also shall state that the Indemnitees (as defined in Section 9.1Article 10) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnificationindemnification and insurance provisions; 2.3.2.3 in 4.2.2.3. In the event of termination of the license licenses set forth in Section 2.1.1 4.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated licenselicenses terminate; provided, however, that, for each Sublicensee, upon termination of the licensea Sublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain seek a license from Harvard. Harvard on the same agrees to negotiate such licenses in good faith under reasonable terms and conditions as set forth hereinconditions, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such ; 4.2.2.4. The Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on without Harvard’s prior written consent; provided that , if the terms set forth Sublicensee is a major pharmaceutical company, the Sublicensee may grant further Sublicenses with respect to Licensed Products that the Sublicensee is developing and/or commercializing in this Section 2.3at least one of (a) the United States, (b) any Major European Country or (c) Japan, in each case subject to Sections 4.2.2.1, 4.2.2.2, 4.2.2.3 and 4.2.2.5, without Harvard’s consent; and 2.3.2.5 the 4.2.2.5. The Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to an Affiliate or to a successor in connection with the merger, consolidation consolidation, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all 5.2.2.1. All provisions necessary to ensure Licensee’s 's ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including without limitation its obligations under Sections 4.46.1, 4.58.5, 4.6, 5.1, 5.3, 5.4, 8.1 8.6 and 11.113.4.3; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in 5.2.2.2. In the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., - e.g. termination of the license as to a Licensed Product or in a particular country))) set forth in Section 5.1 above, any existing Sublicense agreements that contain a sublicense of the Ramot Technology or Ramot's interest in Joint Inventions shall terminate to the extent of such terminated licensesublicense; provided, however, that, for each Sublicensee, upon termination of the licensesublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of the Sublicense its sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense agreementsublicense, Ramot shall be obligated, at the request of such Sublicensee, to enter into a new license agreement with such Sublicensee shall have the right to obtain a license from Harvard on substantially the same terms and conditions as set forth hereinthose contained in such sublicense agreement, which provided that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense Agreement does not impose any representations, warranties, obligations or liabilities on Harvard that Ramot which are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such ; 5.2.2.3. The Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such sublicense agreement; provided that the parties agree that in the event that (a) Licensee is in the final stages of negotiations with a potential Sublicensee regarding the grant by Licensee of a Sublicense to such Sublicensee, and such Sublicensee refuses to enter into such a Sublicense agreement on unless the terms restrictions set forth in this sub-Section 2.35.2.2.3 are limited or removed and (b) Licensee provides Ramot with a written request to amend this sub-Section 5.2.2.3 in order to enable Licensee to consummate the proposed transaction which request shall include the reasoning for accepting such request under the circumstances, Ramot shall not unreasonably withhold its approval to make such amendment to this Agreement, which amendment shall be contingent on the inclusion of clauses, reasonably satisfactory to Ramot, that shall ensure Ramot's rights hereunder and the execution of the contemplated Sublicense agreement.; and 2.3.2.5 the Sublicensee shall 5.2.2.4. The sublicense agreement may not be entitled to assign the Sublicense agreement assigned by Sublicensee without the prior written consent of HarvardRamot, except that Sublicensee may assign the Sublicense sublicense agreement to a successor in connection with the merger, consolidation consolidation, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense sublicense agreement relates; provided, however, provided that any permitted such assignee agrees in writing in a manner reasonably satisfactory to Harvard Ramot to be bound by the terms of such Sublicense sublicense agreement. The consent contemplated herein shall not be unreasonably withheld or delayed.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 3.3.2.1. all provisions necessary to ensure LicenseeMicrobot’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement as they relate to such Sublicense; 2.3.2.2 3.3.2.2. a provision comparable to Section 6.2 permitting an auditor appointed by Microbot to audit the Sublicensee’s records; 3.3.2.3. a section substantially the same as Article 9 10 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.110.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 3.3.2.4. a provision stating that if the Sublicensee commences a legal action in which it challenges the validity of any of the TRDF Patent Rights, then Microbot may terminate the Sublicense agreement specifically with respect to that entire specific family of TRDF Patent Right which are being challenged, in whole or in part, by Sublicensee in such action (being either the entire family of Virob Patent Rights (excluding the Self-Cleaning Shunt Patent Rights), Self-Cleaning Shunt Patent Rights, and/or TipCat Patent Rights, as applicable), immediately upon written notice to Sublicensee. 3.3.2.5. a provision clarifying that, in the event of termination of the license set forth in Section 2.1.1 above 3.1 (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right subject to terminate such Sublicense agreement, such Sublicensee shall have the right TRDF’s obligations under Section 11.3.1 to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted grant a direct license shall be responsible for a pro rata share of to the reimbursement due under Sublicensee if the conditions set forth in Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)11.3.1 are met; 2.3.2.4 3.3.2.6. unless TRDF agrees otherwise pursuant to this Section 3.3.2.6, a provision prohibiting the Sublicensee shall only be entitled to sublicense from sublicensing its rights under such Sublicense agreement. Microbot may, subject to TRDF’s prior written consent that will not unreasonably be withheld, include in the proposed Sublicense agreement on a provision entitling the terms set forth in this Section 2.3; and 2.3.2.5 the proposed Sublicensee to grant further Sublicenses, provided however that sublicensees of such Sublicensee shall be prohibited from further sublicensing their rights under such sublicense agreements without TRDF’s prior written consent. If TRDF decides to reject Microbot’s request to include such a provision, TRDF shall provide Microbot with written notice of such rejection within twenty-one (21) days of receipt of Microbot’s request, which notice shall be accompanied by TRDF’s written explanation for such rejection. If TRDF does not provide such notice within such twenty-one (21) day period, TRDF shall be deemed to have agreed to Microbot’s request and Microbot shall be entitled to assign include provisions entitling the Sublicense agreement without the prior written consent of Harvard, except that proposed Sublicensee may assign the Sublicense agreement to a successor grant further Sublicenses. Any further Sublicenses will only be made in connection accordance with the merger, consolidation or sale provisions of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relatesthis Section 3.3; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.and

Sublicense Agreements. Elevation shall grant Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall be consistent with the terms and conditions of this Agreement and contains terms obligating the Sublicensee to comply with the intellectual property, data ownership and confidentiality and non-use provisions consistent with those set forth in this Agreement and shall contain, among other things, provisions to the following effectfollowing: 2.3.2.1 (i) all provisions necessary to ensure LicenseeElevation’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 (ii) a section substantially the same as Article 9 Section 15 (Indemnification); Insurance) of this Agreement, which also shall state that the CSPC Indemnitees (as defined in Section 9.115.2 (By Elevation)) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 (iii) a provision clarifying that, in the event of termination of the license Exclusive License set forth in Section 2.1.1 above 3.1.1 (Exclusive License) (in whole or in part (e.g.e. g. , termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, ; however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted enter into a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses with CSPC under the Patent Rights terms set forth in effect on the date Section 14.6 (Effect of reimbursement);Expiration or Termination) so long as such Sublicensee is in good standing under such Sublicense agreement and has not otherwise caused a material breach under this Agreement; and 2.3.2.4 (iv) a provision clarifying that the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.33.1.2 (Sublicenses); and 2.3.2.5 (v) a provision prohibiting the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of Harvard, CSPC except that Sublicensee may assign for an assignment in the Sublicense agreement to a successor same manner as permitted in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, Section 18.3 (Assignment) and that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses Each sublicense agreement must: (i) not grant to sublicensees any rights greater than the rights granted to the Company under this Section 2.3 shall be granted only pursuant Agreement; (ii) subject the sublicensee to written agreementsthe restrictions imposed on the Company under Article 8 of the JV Agreement; (iii) allow NWIP the right, which shall be subject with reasonable prior notice and during regular business hours or at other reasonable times, to and consistent audit the sublicensee's records in connection with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated licenselicensed rights; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (civ) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 terminate automatically upon any termination of this Agreement (based on including, without limitation, termination of all of sublicensee's rights to use the number Trademarks). Each sublicense agreement must be otherwise in form and substance reasonably acceptable to NWIP. With respect to independent sales professionals, NWIP has approved, and the Company shall use, the form Independent Sales Professional Agreement ("ISP Agreement") attached hereto as Exhibit D (with appropriate changes to make it an agreement between the Company and a third party and to create an independent right for NWIP to enforce the provisions indicated by bold print). The Company shall not modify the provisions that are printed in bold print without the prior, written consent of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee NWIP, which consent shall not be entitled to assign unreasonably withheld. The Company may modify or amend any of the Sublicense agreement without other provisions of the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor ISP Agreement in connection its discretion as long as such amendments or modifications are consistent with the mergerJoint Venture Agreement and this Trademark License Agreement. Company shall submit all other form sublicense agreements to NWIP for NWIP's prior approval, consolidation or sale of all or substantially all of its assets or that portion of its which approval shall not be unreasonably withheld. All such agreements shall contain provisions comparable to those indicated in bold print on Exhibit D and shall contain an independent right by NWIP to enforce such provisions. NWIP shall have five (5) business days (commencing on the first business day after the day on which NWIP receives the agreement for review) to which comment on any such sublicense agreement. If the Sublicense Company receives no comments within such five (5) business day period, the agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to shall be bound by the terms of such Sublicense agreementdeemed approved.

Sublicense Agreements. Licensee and any Sublicensee shall grant Sublicenses under this Section 2.3 shall be granted only pursuant to written agreementsagreements for consideration, which shall will be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall will contain, among other things, provisions to the following effectfollowing: 2.3.2.1 2.4.2.1 all provisions necessary to ensure Licensee’s ability to comply perform its obligations under this Agreement; 2.4.2.2 a section requiring Sublicensee (other than an Affiliate that is not a Restricted Affiliate and is either a wholly-owned Subsidiary of Licensee or, following a Change of Control, otherwise has one hundred percent common ownership with Licensee’s obligation ) to indemnify, defend and hold Indemnitees harmless and carry insurance under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as terms set forth in Article 9 (IndemnificationIndemnification and Insurance), which also shall will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.4.2.3 a statement that Harvard is an intended third-party beneficiary of such Sublicense for the purpose of enforcing all patent challenge, indemnification and insurance provisions of such Sublicense and enforcing the right to terminate such Sublicense for breach of the indemnification and insurance provisions of such Sublicense; 2.4.2.4 a provision clarifying that, in the event of termination of the license licenses set forth in Section 2.1.1 above 2.1 (License Grants) (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination subject to the terms of the license, if Section 10.3.1.2 (Direct Licenses); 2.4.2.5 a provision requiring Sublicensee to comply with Section 8.3 (Compliance with Law) and Section 11.5 (Use of Name); 2.4.2.6 a provision requiring the Sublicensee is not then in breach of the Sublicense agreement such to agree that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which it shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of use the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement)Human Germline Modification; and; 2.3.2.4 2.4.2.7 a provision prohibiting the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of Harvard, except that any such Sublicensee may assign the Sublicense agreement to an Affiliate of such Sublicensee or to a successor in connection with the merger, consolidation or sale sale, lease or other transfer of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Licensee shall grant, and shall cause its Affiliates and its Affiliates’ Sublicensees to grant, Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall will be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall will contain, among other things, provisions to the following effectfollowing: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with perform its obligations under this Agreement (including, without limitation, in the case of a Sublicense described in Section 2.3.1 (b), Licensee’s obligation to pay royalties under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1Section 4.5.1.3); 2.3.2.2 a section substantially the same as Article 9 (Indemnification)of this Agreement, which also shall will state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 a provision clarifying that, in the event of termination of the any license set forth in under Section 2.1.1 above 2.1 (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense under such license shall terminate to the extent of such terminated license; provided, howeverexcept to the extent otherwise provided in Section 10.3.1 hereof; 2.3.2.4 a provision granting Harvard, thatas a third party beneficiary, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate enforce directly against the Sublicensee any of the provisions of this Agreement that, by its own terms, require Sublicensees to perform certain actions or refrain from certain actions or that require Licensee to cause Sublicensees to perform certain actions or refrain from certain actions, provided that Harvard shall take any such Sublicense agreementenforcement action directly against the Sublicensee only if, such after Harvard has given notice to Licensee of the actions taken or not taken by the Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in violation of this Agreement, provided Licensee is unable to cause (directly or through the Affiliate or Sublicensee that (agranted the Sublicense) the scope of the license granted directly by Harvard Sublicensee to cure such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was violation or non-exclusive, such compliance and does not take enforcement action (directly or through the Affiliate or Sublicensee shall not have that granted the right to participate in Sublicense) against the prosecution or enforcement of the Patent Rights Sublicensee under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such applicable Sublicense agreement on the terms set forth in this Section 2.3within a reasonable period of time; and 2.3.2.5 a provision prohibiting the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Sublicense Agreements. Sublicenses under this Section 2.3 BUTAMAX shall enter into a sublicense agreement with each BUTAMAX SUBLICENSEE in writing and shall include in each such sublicense agreement provisions that require each such BUTAMAX SUBLICENSEE to be granted only pursuant to written agreements, which shall be subject to bound by and consistent comply with the terms and conditions that are at least as restrictive as the applicable terms and conditions of this Agreement. Such Sublicense agreements shall containLICENSE AGREEMENT, among other things, provisions to including the following effectfollowing: 2.3.2.1 all provisions necessary (A) a provision that obligates such BUTAMAX SUBLICENSEE to ensure Licensee’s ability to be bound by and comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 this LICENSE AGREEMENT and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also provision that provides that GEVO shall state that the Indemnitees (as defined in Section 9.1) are be an intended third party beneficiaries of beneficiary under such Sublicense sublicense agreement (including, for the purpose avoidance of enforcing doubt, having the right to enforce such indemnificationsublicense agreement against such BUTAMAX SUBLICENSEE directly); 2.3.2.3 in (B) a prohibition on the event grant of termination of the license further sublicenses (except as set forth in clause (z) of this Section 2.1.1 2(b)(vi) above with respect to certain AFFILIATES of BUTAMAX); (C) provisions for dispute resolution consistent with those provided in whole or in part this LICENSE AGREEMENT and other reasonable provisions requested by GEVO for dispute resolution (e.g.including, termination if such BUTAMAX SUBLICENSEE is located outside of the license as U.S., such BUTAMAX SUBLICENSEE’s consent to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination jurisdiction of the licenseU.S.); (D) an obligation for such BUTAMAX SUBLICENSEE to assign and transfer all of its right, if the Sublicensee is not then title and interest in breach of the Sublicense agreement and to (x) all BUTAMAX DEVELOPED IMPROVEMENTS based upon or derived from GEVO PATENTS and (y) all ADDITIONAL BUTAMAX PATENTS (developed by or for such that Licensee would have the right BUTAMAX SUBLICENSEE) to terminate such Sublicense agreement, such Sublicensee shall have the right BUTAMAX or to obtain grant BUTAMAX a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have world-wide, perpetual, irrevocable, royalty-free, fully paid-up, transferable license, with the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicenseesublicense, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth BUTAMAX DEVELOPED IMPROVEMENTS and such ADDITIONAL BUTAMAX PATENTS in this Section 2.3all fields; and 2.3.2.5 (E) a provision providing for the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms termination of such Sublicense agreementsublicense agreement (to the extent relating to GEVO PATENTS) and assignment and transfer of BUTAMAX’s rights and LEGAL_US_W # 82848909.3 24 obligations under such sublicense agreement (to the extent relating to GEVO PATENTS) by BUTAMAX to GEVO in accordance with Sections 2(b)(iv)(2) and 9(e)(iii)(2). Upon execution of any sublicense agreement with a BUTAMAX SUBLICENSEE, BUTAMAX shall promptly provide GEVO with a copy of each such executed sublicense agreement (with financial terms redacted).

Sublicense Agreements. Sublicenses under this Section 2.3 GEVO shall enter into a sublicense agreement with each GEVO SUBLICENSEE in writing and shall include in each such sublicense agreement provisions that require each such GEVO SUBLICENSEE to be granted only pursuant to written agreements, which shall be subject to bound by and consistent comply with the terms and conditions that are at least as restrictive as the applicable terms and conditions of this Agreement. Such Sublicense agreements shall containLICENSE AGREEMENT, among other things, provisions to including the following effectfollowing: 2.3.2.1 all provisions necessary (A) a provision that obligates such GEVO SUBLICENSEE to ensure Licensee’s ability to be bound by and comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 this LICENSE AGREEMENT and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also provision that provides that BUTAMAX shall state that the Indemnitees (as defined in Section 9.1) are be an intended third party beneficiaries of beneficiary under such Sublicense sublicense agreement (including, for the purpose avoidance of enforcing doubt, having the right to enforce such indemnificationsublicense agreement against such GEVO SUBLICENSEE directly); 2.3.2.3 in (B) a prohibition on the event grant of termination of the license further sublicenses (except as set forth in clause (z) of this Section 2.1.1 2(a)(vi) above with respect to certain AFFILIATES of GEVO); (C) provisions for dispute resolution consistent with those provided in whole or in part this LICENSE AGREEMENT and other reasonable provisions requested by BUTAMAX for dispute resolution (e.g.including, termination if such GEVO SUBLICENSEE is located outside of the license as U.S., such GEVO SUBLICENSEE’s consent to a Licensed Product jurisdiction of the U.S.); (D) an obligation for such GEVO SUBLICENSEE to assign and transfer all of its right, title and interest in and to (x) all GEVO DEVELOPED IMPROVEMENTS based upon or in a particular country)derived from BUTAMAX PATENTS (including SOLIDS SEPARATION TECHNOLOGY owned or licensed (and sublicensable) by BUTAMAX), any existing Sublicense shall terminate and (y) all ADDITIONAL GEVO PATENTS (developed by or for such GEVO SUBLICENSEE) to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right GEVO or to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain grant GEVO a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have world-wide, perpetual, irrevocable, royalty-free, fully paid-up, transferable license, with the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicenseesublicense, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth GEVO DEVELOPED IMPROVEMENTS and such ADDITIONAL GEVO PATENTS in this Section 2.3all fields; and 2.3.2.5 (E) a provision providing for the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms termination of such Sublicense agreementsublicense agreement (to the extent relating to BUTAMAX PATENTS) and assignment and transfer of GEVO’s rights and obligations under such sublicense agreement (to the extent relating to BUTAMAX PATENTS) by GEVO to BUTAMAX in accordance with Sections 2(a)(vi)(2) and 9(e)(iii)(1). Upon execution of any sublicense agreement with a GEVO SUBLICENSEE, GEVO shall promptly provide BUTAMAX with a LEGAL_US_W # 82848909.3 10 copy of each such executed sublicense agreement (with financial terms redacted).

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all 5.2.2.1. All provisions necessary to ensure Licensee’s 's ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including without limitation its obligations under Sections 4.46.1, 4.58.5, 4.6, 5.1, 5.3, 5.4, 8.1 8.6 and 11.113.4.3; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in 5.2.2.2. In the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., - e.g. termination of the license as to a Licensed Product or in a particular country))) set forth in Section 5.1 above, any existing Sublicense agreements that contain a sublicense of the Ramot Technology shall terminate to the extent of such terminated licensesublicense; provided, however, that, for each Sublicensee, upon termination of the licensesublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of the Sublicense its sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense agreementsublicense, Ramot shall be obligated, at the request of such Sublicensee, to enter into a new license agreement with such Sublicensee shall have the right to obtain a license from Harvard on substantially the same terms and conditions as set forth hereinthose contained in such sublicense agreement, which provided that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense Agreement does not impose any representations, warranties, obligations or liabilities on Harvard that Ramot which are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such ; 5.2.2.3. The Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3sublicense agreement; and 2.3.2.5 the Sublicensee shall 5.2.2.4. The sublicense agreement may not be entitled to assign the Sublicense agreement assigned by Sublicensee without the prior written consent of HarvardRamot, except that Sublicensee may assign the Sublicense sublicense agreement to a successor in connection with the merger, consolidation consolidation, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense sublicense agreement relates; provided, however, provided that any permitted such assignee agrees in writing in a manner reasonably satisfactory to Harvard Ramot to be bound by the terms of such Sublicense sublicense agreement. The consent contemplated herein shall not be unreasonably withheld or delayed.

Sublicense Agreements. Sublicenses AstraZeneca shall, in each agreement under which it grants a sublicense under a license set forth in Section 7.1 (each, a “Sublicense Agreement”), require the Sublicensee to (A) comply with the obligations in Section 7.8 (as applied to such Sublicensee and its Affiliates) and (B) provide the following to FibroGen if this Section 2.3 shall Agreement terminates and to AstraZeneca if only such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession of all Regulatory Materials and Regulatory Approvals held or possessed by such Sublicensee (which assignment could also be granted only directly to AstraZeneca prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to, all intellectual property Controlled by such Sublicensee that covers or embodies a Product or Collaboration Compound or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to written agreements, which such Sublicense Agreement. Each Sublicense Agreement shall be subject to and consistent with the applicable terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions the DFCI Agreement and any Third Party licenses sublicensed to the following effect: 2.3.2.1 Sublicensee. AstraZeneca shall include a copy of the DFCI Agreement in all Sublicense Agreements. AstraZeneca shall forward a copy of each Sublicense Agreement (which may be redacted but shall contain all provisions necessary relevant to ensure Licensee’s ability this Agreement unredacted) to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4FibroGen within twenty (20) days after execution thereof, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee FibroGen shall have the right to obtain provide such copy to DFCI; provided that with respect to any Sublicense Agreement with an Affiliate of AstraZeneca, AstraZeneca shall only be required to provide such copy upon FibroGen’s request. Annually, AstraZeneca shall forward to FibroGen a license copy of the reports received by AstraZeneca from Harvard on its Sublicensees during the same terms preceding twelve (12) month period under each Sublicense Agreement as shall be pertinent to (i) the Sublicensee’s operations under each Sublicense Agreement and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this (ii) a royalty accounting under the Sublicense Agreement, provided that in each case solely to the extent relevant to FibroGen’s rights under this Agreement or (ato the extent different, as notified by FibroGen to AstraZeneca) DFCI’s rights under the scope of the license granted directly by Harvard to such Sublicensee DFCI Agreement. FibroGen shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted provide each such report to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license DFCI. FibroGen shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.require DFCI

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Each such Sublicense agreements agreement shall contain, among other things, provisions to the following effectfollowing: 2.3.2.1 all 2.2.2.1. All provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including without limitation its obligations under Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 5.5, 6.1, 6.3, 6.4, 9.1 and 11.1;12.1. 2.3.2.2 a 2.2.2.2. A section substantially the same as Article 9 10 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification;indemnification and insurance provisions. 2.3.2.3 2.2.2.3. A provision stipulating that, in the event of termination of the license set forth in Section 2.1.1 2.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing the Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the licenseSublicense agreement, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license directly from Harvard on Licensors under the same terms and conditions as set forth hereinof this Agreement, except that (a) the scope of the license granted directly by Licensors to such Sublicensee shall be reduced, if needed, to be co-extensive with the scope of the license granted by Licensee to such Sublicensee and (b) if there is more than one Sublicensee, (i) such Sublicensees shall not have the right to participate in the prosecution or enforcement of the Exclusive Patent Rights under the license granted directly by Licensors and (ii) each Sublicensee that is granted a direct license snail be responsible for a pro rata share of the patent expense reimbursement due under this Agreement (based on the number of direct licenses under the Exclusive Patent Rights in effect on the date of reimbursement). Licensors agree to negotiate such licenses in good faith under reasonable terms and conditions, which shall not impose any representations, warranties, obligations or liabilities on Harvard Licensors or the Sublicensee that are not included in this Agreement, provided . 2.2.2.4. A provision stipulating that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights grant a further Sublicense under such Sublicense agreement only on the terms set forth in this Section 2.3; and2.2. 2.3.2.5 2.2.2.5. A provision prohibiting the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of HarvardLicensors, except that Sublicensee may assign the Sublicense agreement to an Affiliate or to a successor in connection with the merger, consolidation consolidation, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any . Any permitted assignee agrees must agree in writing in a manner reasonably satisfactory to Harvard Licensors to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 (1) Within fifteen (15) days after AltaRex or any Sublicensee grants a sublicense to a Sublicensee, AltaRex shall be granted only pursuant provide extracts from such sublicense agreement to written agreements, which shall be subject to and consistent with the terms and conditions of this AgreementBiomira. Such Sublicense agreements extracts shall contain, among other things, consist of the following provisions of the sublicense agreement: (i) the identity of the Sublicensee; (ii) the scope/field of the use of the Sublicensee under the sublicense agreement; and (iii) the provisions required to be included in the sublicense agreement pursuant to the following effect: 2.3.2.1 all provisions sections of this Agreement (and any other provisions, such as defined terms, which may be reasonably necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions permit an understanding of Sections 4.4such provisions): Section 2.1, Section 2.4, Section 2.7, Section 3.5, Section 4.3 Section 4.5, Section 4.6, 5.1Article V, 5.3Section 6.1.1, 5.4, 8.1 Section 6.1.2 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state termination provision similar to that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above 2.3. The provisions of the sublicense agreement referred to in subsection (iii) are referred to as the “Designated Sublicense Provisions”. (2) AltaRex agrees to ensure that the Designated Sublicense Provisions are included in whole each sublicense agreement with a Sublicensee (whether granted by AltaRex or a Sublicensee) and that such Designated Sublicense Provisions will not be amended (except for an amendment which in part (e.g., no way derogates from AltaRex’s obligations under this Section 2.7) or deleted prior to the termination of the license sublicense in question. AltaRex shall use commercially reasonable efforts to enforce or cause to be enforced the Designated Sublicense Provisions against Sublicensees. AltaRex shall in a timely manner keep Biomira informed as to any breaches by any Sublicensee of the Designated Sublicense Provisions. In the event that Biomira believes that a Licensed Product or Sublicensee has breached any of the Designated Sublicense Provisions, it may, in a particular country))its discretion, any existing Sublicense shall terminate to the extent provide notice of such terminated license; providedclaimed breach to AltaRex and AltaRex shall, howeverwithin fifteen (15) days after receipt of such notice, thatuse commercially reasonable efforts to cause the Sublicensee to comply with the applicable Designated Sublicense Provisions and AltaRex shall take or cause to be taken such other steps as may be commercially reasonable under the circumstances, for each Sublicensee, upon termination including the exercise of the license, if termination remedies in the applicable sublicense agreement with respect to a Sublicensee is not then in breach which has breached any of the Designated Sublicense agreement such Provisions. In the event that Licensee would have AltaRex fails to enforce or cause to be enforced the right to terminate such Designated Sublicense agreementProvisions against the relevant Sublicensees, such Sublicensee despite having used commercially reasonable efforts, Biomira shall have the right to obtain seek an injunction and/or bring an action(s) for damages and/or specific performance against such Sublicensees and, in order to enable Biomira to carry out the foregoing, AltaRex shall, as directed by Biomira, either assign or cause to be assigned to Biomira in a license from Harvard on timely manner any and all actions or causes of action(s) relating to the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope claimed breach of the license granted directly by Harvard Designated Sublicense Provisions or permit Biomira or cause Biomira to be permitted to pursue such Sublicensee action(s) in the name of AltaRex or other applicable party. In no event, however, shall the foregoing be coextensive construed to permit or provide Biomira with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate itself directly exercise the termination remedies in the prosecution or enforcement applicable sublicense agreement. (3) Biomira and AltaRex agree that the obligations of the Patent Rights AltaRex under the license this Agreement in relation to sublicensing of any rights granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on including without limitation the number of direct licenses under obligations with respect to the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its Designated Sublicense Provisions and Biomira’s rights under such Sublicense agreement on the terms set forth in Section 2.7(2)) shall apply mutatis mutandis to any other transfer by assignment or otherwise of any rights or privileges granted by Biomira under this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreementAgreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall will be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall will contain, among other things, provisions to the following effectfollowing: 2.3.2.1 2.2.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 2.2.2.2 a section substantially the same as Article 9 (Indemnification)5 of this Agreement, which also shall will state that the Indemnitees (as defined in Section 9.15.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 2.2.2.3 a provision clarifying that, in the event of termination of the license set forth in Section 2.1.1 above 2.1 (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)part), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a direct license from Harvard on the same terms and conditions as set forth herein, which direct license shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 2.2.2.4 a provision clarifying that the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.32.2; and 2.3.2.5 2.2.2.5 a provision prohibiting the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or other reorganization of the Sublicensee, or the sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall only be granted only pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all 5.2.2.1. All provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of this Agreement, including without limitation its obligations under Sections 4.46.1, 4.58.5, 4.6, 5.1, 5.3, 5.4, 8.1 8.6 and 11.113.4.3; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in 5.2.2.2. In the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., - e.g. termination of the license as to a Licensed Product or in a particular country))) set forth in Section 5.1 above, any existing Sublicense agreements that contain a sublicense of the Ramot Technology or Ramot’s interest in Joint Inventions shall terminate to the extent of such terminated licensesublicense; provided, however, that, for each Sublicensee, upon termination of the licensesublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of the Sublicense its sublicense agreement with Licensee such that Licensee would have the right to terminate such Sublicense agreementsublicense, Ramot shall be obligated, at the request of such Sublicensee, to enter into a new license agreement with such Sublicensee shall have the right to obtain a license from Harvard on substantially the same terms and conditions as set forth hereinthose contained in such sublicense agreement, which provided that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicense Agreement does not impose any representations, warranties, obligations or liabilities on Harvard that Ramot which are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such ; 5.2.2.3. The Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on sublicense agreement, provided that the terms set forth in provisions of this Section 2.35.2 shall apply to the grant of such sublicense; and 2.3.2.5 the Sublicensee shall 5.2.2.4. The sublicense agreement may not be entitled to assign the Sublicense agreement assigned by Sublicensee without the prior written consent of HarvardRamot , except that Sublicensee may assign the Sublicense sublicense agreement to a successor in connection with the merger, consolidation consolidation, or sale of all or substantially all of its assets or that portion of its business to which the Sublicense sublicense agreement relates; provided, however, provided that any permitted such assignee agrees in writing in a manner reasonably satisfactory to Harvard Ramot to be bound by the terms of such Sublicense sublicense agreement. The consent and acknowledgement of satisfaction contemplated in this Section 5.2.2.4 shall not be unreasonably withheld or delayed.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and 80198190_1 conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall will be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall will contain, among other things, provisions to the following effectfollowing: 2.3.2.1 2.2.2.1. all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 2.2.2.2. a section substantially the same as Article 9 (Indemnification)5 of this Agreement, which also shall will state that the Indemnitees (as defined in Section 9.15.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification;; [XXX] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED 2.3.2.3 2.2.2.3. a provision clarifying that, in the event of termination of the license set forth in Section 2.1.1 above 2.1 (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)part), any existing Sublicense agreement shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a direct license from Harvard on the same terms and conditions as set forth herein, which direct license shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 2.2.2.4. a provision clarifying that the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.32.2; and 2.3.2.5 2.2.2.5. a provision prohibiting the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or other reorganization of the Sublicensee, or the sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

Sublicense Agreements. Sublicenses under this Section 2.3 (1) Within fifteen (15) days after AltaRex or any Sublicensee grants a sublicense to a Sublicensee, AltaRex shall be granted only pursuant provide extracts from such sublicense agreement to written agreements, which shall be subject to and consistent with the terms and conditions of this AgreementBiomira. Such Sublicense agreements extracts shall contain, among other things, consist of the following provisions of the sublicense agreement: (i) the identity of the Sublicensee; (ii) the scope/field of the use of the Sublicensee under the sublicense agreement; and (iii) the provisions required to be included in the sublicense agreement pursuant to the following effect: 2.3.2.1 all provisions sections of this Agreement (and any other provisions, such as defined terms, which may be reasonably necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions permit an understanding of Sections 4.4such provisions): Section 2.1, Section 2.4, Section 2.7, Section 3.5, Section 4.3 Section 4.5, Section 4.6, 5.1Article V, 5.3Section 6.1.1, 5.4, 8.1 Section 6.1.2 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state termination provision similar to that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above 2.3. The provisions of the sublicense agreement referred to in subsection (iii) are referred to as the “Designated Sublicense Provisions”. (2) AltaRex agrees to ensure that the Designated Sublicense Provisions are included in whole each sublicense agreement with a Sublicensee (whether granted by AltaRex or a Sublicensee) and that such Designated Sublicense Provisions will not be amended (except for an amendment which in part (e.g., no way derogates from AltaRex’s obligations under this Section 2.7) or deleted prior to the termination of the license sublicense in question. AltaRex shall use commercially reasonable efforts to enforce or cause to be enforced the Designated Sublicense Provisions against Sublicensees. AltaRex shall in a timely manner keep Biomira informed as to any breaches by any Sublicensee of the Designated Sublicense Provisions. In the event that Biomira believes that a Licensed Product or Sublicensee has breached any of the Designated Sublicense Provisions, it may, in a particular country))its discretion, any existing Sublicense shall terminate to the extent provide notice of such terminated license; providedclaimed breach to AltaRex and AltaRex shall, howeverwithin fifteen (15) days after receipt of such notice, thatuse commercially reasonable efforts to cause the Sublicensee to comply with the applicable Designated Sublicense Provisions and AltaRex shall take or cause to be taken such other steps as may be commercially reasonable under the circumstances, for each Sublicensee, upon termination including the exercise of the license, if termination remedies in the applicable sublicense agreement with respect to a Sublicensee is not then in breach which has breached any of the Designated Sublicense agreement such Provisions. In the event that Licensee would have AltaRex fails to enforce or cause to be enforced the right to terminate such Designated Sublicense agreementProvisions against the relevant Sublicensees, such Sublicensee despite having used commercially reasonable efforts, Biomira shall have the right to obtain seek an injunction and/or bring an action(s) for damages and/or specific performance against such Sublicensees and, in order to enable Biomira to carry out the foregoing, AltaRex shall, as directed by Biomira, either assign or cause to be assigned to Biomira in a license from Harvard on timely manner any and all actions or causes of action(s) relating to the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope claimed breach of the license granted directly by Harvard Designated Sublicense Provisions or permit Biomira or cause Biomira to be permitted to pursue such Sublicensee action(s) in the name of Xxxx Xxx or other applicable party. In no event, however, shall the foregoing be coextensive construed to permit or provide Biomira with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate itself directly exercise the termination remedies in the prosecution or enforcement applicable sublicense agreement. (3) Biomira and AltaRex agree that the obligations of the Patent Rights AltaRex under the license this Agreement in relation to sublicensing of any rights granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on including without limitation the number of direct licenses under obligations with respect to the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its Designated Sublicense Provisions and Biomira’s rights under such Sublicense agreement on the terms set forth in Section 2.7(2)) shall apply mutatis mutandis to any other transfer by assignment or otherwise of any rights or privileges granted by Biomira under this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreementAgreement.

Sublicense Agreements. Sublicenses under this Section 2.3 LICENSEE and its Affiliates shall be granted only grant sublicenses pursuant to written agreements, which shall will be subject and subordinate to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall will contain, among other things, provisions to the following effectfollowing: 2.3.2.1 (a) all provisions necessary to ensure LicenseeLICENSEE’s ability ability, directly or through Affiliates, to comply with Licensee’s obligation perform its obligations under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1this Agreement; 2.3.2.2 (b) Reasonable record keeping, audit and reporting obligations sufficient to enable LICENSEE and IMS to reasonably verify the payments due to LICENSEE and IMS under such Sublicense and to reasonably monitor such Sublicensee’s progress in developing and/or commercializing Product, provided that such obligations shall be no less stringent that those provided in this Agreement for LICENSEE. (c) Infringement and enforcement provisions that do not conflict with the restrictions and procedural requirements imposed on LICENSEE and do not provide greater rights to Sublicensee than as provided in Article 7. For clarity, to the extent that the right to institute enforcement action(s) against an infringer is delegated to a section substantially Sublicensee, the same as procedural obligations of LICENSEE in Article 7 shall be followed. (d) Confidentiality provisions with respect to Confidential Information of PENN consistent with the restrictions on LICENSEE in Article 8 of this Agreement. (e) Covenants by Sublicensee that are equivalent to those made by LICENSEE in Article 9 of this Agreement. (Indemnification)f) A requirement of indemnification of IMS and PENN by Sublicensee that is equivalent to the indemnification of IMS and PENN by LICENSEE under Section 10.1 of this Agreement. (g) A requirement of obtaining and maintaining insurance by Sublicensee that is equivalent to the insurance requirements of LICENSEE under Section 10.2 of this Agreement, which also shall state that the Indemnitees (including coverage under such insurance of IMS and PENN as defined provided in Section 9.110.2. (h) Restriction on use of IMS and PENN’s names etc. consistent with Section 12.4 of this Agreement. (i) Subject to compliance by Sublicensees with applicable laws of the legal domicile of the Sublicensee, a requirement of antidiscrimination by Sublicensee no less stringent than that provided in Section 12.18 of this Agreement. (j) A requirement that IMS and PENN are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification;Sublicense. 2.3.2.3 (k) a provision clarifying that, in the event of termination of the license set forth in Section 2.1.1 above Section 2.1 (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense agreement shall terminate continue and be directly assigned to the extent of IMS provided such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in of this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 (l) a provision prohibiting the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign from assigning the Sublicense agreement without the prior written consent of HarvardIMS, except that the Sublicensee may may, without such consent, assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, provided that (a) there exists no material breach by the Sublicensee of any permitted material term of this Agreement; and (b) the assignee agrees in writing in a manner reasonably satisfactory to Harvard to be legally bound by the terms this Agreement and to deliver to IMS a copy of such Sublicense agreementundertaking. Any such assignment will not relieve Sublicensee of responsibility for performance of any obligation of Sublicensee that has accrued at the time of the assignment. Sublicensee will not grant a security interest in the license or this Agreement; and (m) the sublicense agreement shall provide that, in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement controls.