Common use of Sublicense Conditions Clause in Contracts

Sublicense Conditions. The right to sublicense granted to LICENSEE under Section 2.1 is subject to the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL for the account of LICENSEE; provided that DREXEL shall remit to LICENSEE the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this Agreement. 2.4.4 Even if LICENSEE enters into Sublicenses, LICENSEE remains primarily liable to DREXEL for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission that would be a breach of this Agreement if performed by LICENSEE, LICENSEE shall exercise all rights and remedies it has under the Sublicense.

Sublicense Conditions. The right to sublicense granted to LICENSEE Licensee under Section 2.1 is subject to the following conditions: 2.4.1 LICENSEE Licensee may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent sublicensing, and (b) require that the Sublicensee be subject to the applicable terms and conditions of the license granted to LICENSEE Licensee under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE Licensee enters into any Sublicense LICENSEE Sublicense: (a) Licensee must deliver to DREXEL Penn a complete copy of the Sublicense (after redacting any confidential information that is not reasonably relevant to Penn’s administration of this Agreement) written in the English language (DREXELPenn’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXELPenn’s rights or LICENSEELicensee’s obligations under this Agreement); (b) an executed assignment and security agreement in form acceptable to Penn (each, a “Sublicense Royalty Assignment”) granting Penn, as security for the payment of Licensee’s obligations hereunder, an assignment of and security interest in any royalties, fees or other proceeds generated by such Sublicense, exercisable upon occurrence and during the continuance of a Default under Section 5.3; and (c) such executed forms of UCC-1 and UCC-3 or other documents as may be necessary to perfect Penn’s interest in such Sublicense Royalty Assignment. In addition to any rights or remedies provided for under this Agreement, Penn shall have all of the rights and remedies of a secured party under the Uniform Commercial Code. Upon request, Licensee shall execute all such documents as are reasonably necessary to evidence and perfect in any jurisdiction Penn’s interest in and to such Sublicense Royalty Assignment. If Licensee fails to execute such documents in a timely manner, Licensee hereby grants Penn, effective during the period during which this Agreement or any Sublicense is in effect, an irrevocable power of attorney to execute in the name of Licensee all such documents as are reasonably necessary to evidence and perfect in any jurisdiction Penn’s interest in and to such Sublicensee Royalty Assignment. Penn hereby agrees that its assignment of and security interest in such royalties, fees and other proceeds shall be subordinated to any security interest and/or assignment that Licensee may grant to any lender to Licensee, and Penn shall execute and deliver any such documents as may be reasonably requested by Licensee to confirm and document the foregoing. Upon satisfaction of Licensee’s payment obligations hereunder, Penn shall execute such UCC termination statements with respect to the Sublicensee Royalty Assignment as Licensee shall reasonably request. 2.4.3 In the event of the continuance of a default by LICENSEE Default under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE Licensee or its Affiliates from each of its Sublicensees Sublicensee shall, upon notice from DREXEL Penn to any such Sublicensee, become owed directly to DREXEL Penn for the account of LICENSEELicensee or its Affiliate; provided that DREXEL Penn shall remit to LICENSEE Licensee or its Affiliate the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE Licensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this AgreementPenn. 2.4.4 Even if LICENSEE Licensee enters into Sublicenses, LICENSEE Licensee remains primarily liable to DREXEL Penn for all of LICENSEELicensee’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed by LICENSEE, LICENSEE Licensee shall exercise all rights and remedies it has under the Sublicensebe deemed to be a breach by Licensee of this Agreement.

Sublicense Conditions. The Company’s right to sublicense granted to LICENSEE by Penn under Section 2.1 the License is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, Company will prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXELthe prior written consent of Penn (except for limited sublicenses granted by Company’s prior consent and (b) require that the Sublicensee be subject sublicensees to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense contractors or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL collaborators for the account purpose of LICENSEE; provided that DREXEL shall remit manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to LICENSEE third parties), and require the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE sublicensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement; provided that Penn shall not unreasonably withhold, delay or condition any such consent. Notwithstanding the foregoing, if Company sublicenses to a Large Pharmaceutical Company (as defined in Section 2.4(c) below), Company may grant such Large Pharmaceutical Company a right to grant further sublicenses; provided that, in the case of any such Large Pharmaceutical Company granting commercialization rights to a further sublicensee that is not an affiliate of the Large Pharmaceutical Company, the sublicense shall require that the Large Pharmaceutical Company notify Penn of the identity of such non-affiliate further sublicensee within [**] days after the grant of such further sublicense. Further, in the event that such Company or sublicensee seeks Penn’s consent for a sublicensee to further sublicense its commercialization rights to a downstream sublicensee or in the event a Large Pharmaceutical Company sublicensee grants such a further sublicense of commercialization rights (“sub-sublicensee”), any such downstream sublicense agreement (“sub-sublicense”) must require the sub-sublicensee to comply with the terms of this Agreement and prohibit further sublicensing of commercialization rights. For clarity, the sub-sublicensee shall be prohibited from further sublicensing commercialization rights, but such prohibition shall not apply to limited sublicenses granted by sub-sublicensees to contractors or collaborators for the purpose of manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to third parties. Finally, if Penn is requested to consent to such a sub-sublicense, the requesting party shall pay Penn’s legal expenses for review of such sublicense transaction. Except when used in this Section 1.5a, the term sublicense includes any permitted sub-sublicense and the term sublicensee includes any permitted sub-sublicensee. 2.4.4 Even if LICENSEE (b) Within [**] days after Company enters into Sublicensesa sublicense agreement, LICENSEE remains Company will deliver to Penn a complete and accurate copy of the entire sublicense agreement written in the English language. Penn’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Penn or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from Penn to such Affiliate or sublicensee, become payable directly to Penn for the account of Company. Within [**] days after receipt of any such funds, Penn will remit to Company the amount by which such payments exceed the amounts owed by Company to Penn. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to DREXEL Penn for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by LICENSEECompany, LICENSEE shall exercise all rights and remedies it has under the SublicenseCompany will be deemed to be in breach of this Agreement as a result of such act or omission.

Sublicense Conditions. The right to sublicense granted to LICENSEE Licensee under Section 2.1 is subject to the following conditions: 2.4.1 LICENSEE Licensee may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent and sublicensing, (b) require that the Sublicensee be subject to the applicable terms and conditions of the license granted to LICENSEE Licensee under this Agreement Agreement, and (c) to the extent separate license fees are paid for sublicense rights to the Penn Software, disclaim all consequential damages as to claims with respect to the Penn Software and limit liability to no more than the actual license fees paid by the Sublicense for such sublicense rights (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE Licensee enters into any Sublicense LICENSEE Sublicense: (a) Licensee must deliver to DREXEL Penn a complete copy of the Sublicense (after redacting any confidential information that is not reasonably relevant to Penn’s administration of this Agreement) written in the English language (DREXELPenn’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXELPenn’s rights or LICENSEELicensee’s obligations under this Agreement); (b) an executed assignment and security agreement in form acceptable to Penn (each, a “Sublicense Royalty Assignment”) granting Penn, as security for the payment of Licensee’s obligations hereunder, an assignment of and security interest in any royalties, fees or other proceeds generated by such Sublicense, exercisable upon occurrence and during the continuance of a Default under Section 5.2; and (c) such executed forms of UCC-1 and UCC-3 or other documents as may be necessary to perfect Penn’s interest in such Sublicense Royalty Assignment. In addition to any rights or remedies provided for under this Agreement, Penn shall have all of the rights and remedies of a secured party under the Uniform Commercial Code. Upon request, Licensee shall execute all such documents as are reasonably necessary to evidence and perfect in any jurisdiction Penn’s interest in and to such Sublicense Royalty Assignment. If Licensee fails to execute such documents in a timely manner, Licensee hereby grants Penn, effective during the period during which this Agreement or any Sublicense is in effect, an irrevocable power of attorney to execute in the name of Licensee all such documents as are reasonably necessary to evidence and perfect in any jurisdiction Penn’s interest in and to such Sublicensee Royalty Assignment. Penn hereby agrees that its assignment of and security interest in such royalties, fees and other proceeds shall be subordinated to any security interest and/or assignment that Licensee may grant to any lender to Licensee, and Penn shall execute and deliver any such documents as may be reasonably requested by Licensee to confirm and document the foregoing. Upon satisfaction of Licensee’s payment obligations hereunder, Penn shall execute such UCC termination statements with respect to the Sublicensee Royalty Assignment as Licensee shall reasonably request. 2.4.3 In the event of the continuance of a default by LICENSEE Default under Section 5.3 5.2 hereunder, all payments then or thereafter due to LICENSEE Licensee or its Affiliates from each of its Sublicensees Sublicensee shall, upon notice from DREXEL Penn to any such Sublicensee, become owed directly to DREXEL Penn for the account of LICENSEELicensee or its Affiliate; provided that DREXEL Penn shall remit to LICENSEE Licensee or its Affiliate the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE Licensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this AgreementPenn. 2.4.4 Even if LICENSEE Licensee enters into Sublicenses, LICENSEE Licensee remains primarily liable to DREXEL Penn for all of LICENSEELicensee’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed by LICENSEE, LICENSEE Licensee shall exercise all rights and remedies it has under the Sublicensebe deemed to be a breach by Licensee of this Agreement.

Sublicense Conditions. The Company’s right to sublicense granted to LICENSEE by Drexel under Section 2.1 the License is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each Sublicense Agreement, Company will prohibit the Sublicensee and each permitted further sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent the License (other than to its affiliate) and (b) require that Sublicensee to comply with the Sublicensee be subject to the applicable terms and conditions of this Agreement; provided that such Sublicensee will have the license granted right to LICENSEE under this Agreement grant further sublicenses (each, a “Sublicense”)i) in countries outside [***] in which such Sublicensee would customarily grant sublicenses in accordance with its reasonable business judgment and (ii) in [***] with Drexel’s prior written consent. 2.4.2 (b) Within thirty (30) days [***] after LICENSEE Company enters into any a Sublicense LICENSEE must Agreement or a permitted Company Sublicensee enters into a further Sublicense Agreement, Company will deliver to DREXEL Drexel a complete and accurate copy of the entire Sublicense Agreement written in the English language (DREXELlanguage; provided that Company may redact any proprietary information of the Sublicensee but not the economic terms of the Sublicense Agreement or the description of the intellectual property that is licensed to the Sublicensee provided such proprietary information is contained in an exhibit to the Sublicense Agreement. Company represents, warrants, and covenants that Company shall not redact any such information necessary for Drexel to confirm compliance with this Agreement or payments owed to Drexel hereunder, nor use such information redaction as a reason for not complying with this Agreement. Drexel’s receipt of the Sublicense shall Agreement, however, will not constitute (i) a waiver of any right of Drexel or obligation of Company under this Agreement or (ii) an approval of the Sublicense Agreement or a waiver any sublicense of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement)the License granted thereunder. 2.4.3 (c) In the event of that Company causes or experiences a default by LICENSEE under Section 5.3 hereunderTrigger Event, all payments then or thereafter due to LICENSEE Company from its Affiliates or Sublicensees under each of its Sublicensees shallSublicense Agreement will, upon notice from DREXEL Drexel to any such Affiliate or Sublicensee, become owed payable directly to DREXEL Drexel for the account of LICENSEE; provided that DREXEL shall Company. Upon receipt of any such funds, Drexel will remit to LICENSEE Company within [***] the amount by which such payments in the aggregate exceed the total amount amounts owed by LICENSEE Company to DREXEL. If this Drexel. (d) Company’s execution of a Sublicense Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent will not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date relieve Company of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions any of its obligations under this Agreement. 2.4.4 Even if LICENSEE enters into Sublicenses, LICENSEE remains . Company is primarily liable to DREXEL Drexel for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed or omitted by LICENSEECompany, LICENSEE shall exercise all rights and remedies it has under the SublicenseCompany will be deemed to be in breach of this Agreement as a result of such act or omission.

Sublicense Conditions. The Company’s right to sublicense granted to LICENSEE by Penn under Section 2.1 the License is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, Company will prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXELthe prior written consent of Penn (except for limited sublicenses granted by Company’s prior consent and (b) require that the Sublicensee be subject sublicensees to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense contractors or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL collaborators for the account purpose of LICENSEE; provided that DREXEL shall remit manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to LICENSEE third parties), and require the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE sublicensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement. 2.4.4 Even ; provided that Penn shall not unreasonably withhold, delay or condition any such consent. Notwithstanding the foregoing, if LICENSEE enters into SublicensesCompany sublicenses to a Large Pharmaceutical Company (as defined below), LICENSEE remains primarily liable Company may grant such Large Pharmaceutical Company a right to DREXEL grant further sublicenses; provided that, in the case of any such Large Pharmaceutical Company granting commercialization rights to a further sublicensee that is not an affiliate of the Large Pharmaceutical Company, the sublicense shall require that the Large Pharmaceutical Company notify Penn of the identity of such non-affiliate further sublicensee within [**] days after the grant of such further sublicense. Further, in the event that such Company or sublicensee seeks Penn’s consent for all a sublicensee to further sublicense its commercialization rights to a downstream sublicensee or in the event a Large Pharmaceutical Company sublicensee grants such a further sublicense of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce commercialization rights (“sub-sublicensee”), any such downstream sublicense agreement (“sub-sublicense”) must require the sub-sublicensee to comply with the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission that would be a breach of this Agreement and prohibit further sublicensing of commercialization rights. For clarity, the sub-sublicensee shall be prohibited from further sublicensing commercialization rights, but such prohibition shall not apply to limited sublicenses granted by sub-sublicensees to contractors or collaborators for the purpose of manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to third parties. Finally, if performed by LICENSEEPenn is requested to consent to such a sub-sublicense, LICENSEE the requesting party shall exercise all rights pay Penn’s legal expenses for review of such sublicense transaction. Except when used in this Section 1.5a, the term sublicense includes any permitted sub-sublicense and remedies it has under the Sublicenseterm sublicensee includes any permitted sub-sublicensee. “Large Pharmaceutical Company” means a company in the business of developing and commercializing pharmaceuticals that has, together with its affiliates, a market value or, in the case of a publicly traded company, market capitalization, of at least $[**].

Sublicense Conditions. The right to sublicense granted to LICENSEE Licensee under Section 2.1 is subject to the following conditions: 2.4.1 LICENSEE Licensee may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) prohibit the sublicensee (“"Sublicensee”") from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE Licensee under this Agreement (each, a “"Sublicense”"). 2.4.2 Within thirty (30) days after LICENSEE Licensee enters into any Sublicense LICENSEE Sublicense, Licensee must deliver to DREXEL Rockefeller a complete copy of the Sublicense written in the English language (DREXEL’s Rockefeller's receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s Rockefeller's rights or LICENSEE’s Licensee's obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE Licensee from each of its Sublicensees shall, upon notice from DREXEL Rockefeller to any such Sublicensee, become owed directly to DREXEL Rockefeller for the account of LICENSEELicensee; provided that DREXEL Rockefeller shall remit to LICENSEE Licensee the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE Licensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this AgreementRockefeller. 2.4.4 Even if LICENSEE Licensee enters into Sublicenses, LICENSEE Licensee remains primarily liable to DREXEL Rockefeller for all of LICENSEE’s Licensee's duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of a Sublicensee that would be a breach of this Agreement if performed by LICENSEE, LICENSEE Licensee shall exercise all rights and remedies it has under the Sublicensebe deemed to be a breach by Licensee of this Agreement.

Sublicense Conditions. The right to sublicense granted to LICENSEE Licensee under Section 2.1 is subject to the following conditions: 2.4.1 LICENSEE Licensee may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form agreement shall (a) prohibit require that the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE Licensee under this Agreement (each, a “Sublicense”). Licensee may grant to a Sublicensee the right to grant sublicenses. 2.4.2 Within thirty (30) [**] days after LICENSEE Licensee enters into any Sublicense LICENSEE must Sublicense, Licensee shall deliver to DREXEL Institute a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the a Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXELInstitute’s rights or LICENSEELicensee’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE Default under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE Licensee from each of its Sublicensees shall, upon notice from DREXEL Institute to any such Sublicensee, become owed directly to DREXEL Institute for the account of LICENSEELicensee; provided that DREXEL Institute shall remit to LICENSEE Licensee the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE Licensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this AgreementInstitute. 2.4.4 Even if LICENSEE Licensee enters into Sublicenses, LICENSEE Licensee remains primarily liable to DREXEL Institute for all of LICENSEELicensee’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of a Sublicensee that would be a breach of this Agreement if performed by LICENSEE, LICENSEE Licensee shall exercise all rights and remedies it has under the Sublicensebe deemed to be a breach by Licensee of this Agreement.

Sublicense Conditions. The Company’s right to sublicense any aspects granted to LICENSEE by the Licensor Parties under Section 2.1 the License is subject to each of the following conditions:: Xxxx X. Xxxxx M.D. LDN Research Group LLC TNI BioTech Inc. 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, Company will prohibit the sublicensee (“Sublicensee”) Sublicensee from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL for the account of LICENSEE; provided that DREXEL shall remit to LICENSEE the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement, including the payment of running royalties at amounts at least equal to the levels specified for payments by Company to the Licensor Parties in Section 3. Each sublicense agreement granted by Company shall include an audit right by the Licensor Parties of the same scope as provided in Section 4 with respect to Company. Company shall forward to the Licensor Parties a copy of reports received by Company from its Sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. No such sublicense agreement shall contain any provision that would cause it to extend beyond the term of this License Agreement. 2.4.4 Even if LICENSEE enters (b) Until Company has reached a capitalization of [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] (US $[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]) as referenced in Section 3, Company is expressly prohibited from sublicensing, except that Company may petition the Licensor Parties for the Licensor Parties’ prior written approval to sublicense. such consent shall not be unreasonably held, delayed or conditioned. Only after receiving the prior written approval of the Licensor Parties may Company enter into Sublicensessublicense agreements with third parties wherein the Sublicensee(s) shall make, LICENSEE remains use, have made and have use of Patent Rights and Technical Information within the Field. After Company has attained a capitalization of [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] (US $[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]), the Company may enter into sublicensing arrangements subject to the provisions set forth herein. Within Five (5) business days after the Company fully executes any sublicense agreement, the Company will deliver to the Licensor Parties a complete and accurate copy of the entire sublicense agreement written in the English language. The Licensor Parties’ receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of the Licensor Parties or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company from its Affiliates or Sublicensees under the sublicense agreement will, upon notice from the Licensor Parties to such Affiliate or Sublicensee, become payable directly to the Licensor Parties for the account of Company. Upon receipt of any such funds, the Licensor Parties will remit to Company the amount by which such payments exceed the amounts owed by Company to the Licensor Parties. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to DREXEL the Licensor Parties for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by LICENSEECompany, LICENSEE and Company will be deemed to be in breach of this Agreement as a result of such act or omission. In the event Sublicensee commits a breach of this License Agreement, Sublicensee shall exercise all rights and remedies it has under have a period of Twenty (20) calendar days to cure said breach. In the Sublicense.event Sublicensee does not fully cure the breach within this Twenty (20) calendar day period, the sublicense shall be automatically terminated. Xxxx X. Xxxxx M.D. LDN Research Group LLC TNI BioTech Inc.

Sublicense Conditions. The right to sublicense granted to LICENSEE Licensee under Section 2.1 is subject to the following conditions: 2.4.1 LICENSEE Licensee may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form agreement shall (a) prohibit require that the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE Licensee under this Agreement (each, a “Sublicense”). Licensee may grant to a Sublicensee the right to grant sublicenses. 2.4.2 Within thirty (30) [**] days after LICENSEE Licensee enters into any Sublicense LICENSEE must Sublicense, Licensee shall deliver to DREXEL Institute a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the a Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXELInstitute’s rights or LICENSEELicensee’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE Default under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE Licensee from each of its Sublicensees shall, upon notice from DREXEL Institute to any such Sublicensee, become owed directly to DREXEL Institute for the account of LICENSEELicensee; provided that DREXEL Institute shall remit to LICENSEE Licensee the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE Licensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this AgreementInstitute. 2.4.4 Even if LICENSEE enters into Sublicenses, LICENSEE Licensee remains primarily liable to DREXEL Institute for all of LICENSEELicensee’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of a Sublicensee that would be a breach of this Agreement if performed by LICENSEELicensee shall be deemed to be a breach by Licensee of this Agreement. Notwithstanding the foregoing, LICENSEE if Licensee either (a) obtains Institute’s consent to grant a particular sublicense or (b) exercises commercially reasonable efforts to cause a breaching sublicensee to cure a breach, then Institute shall exercise not have the right to terminate this Agreement on the basis of such a breach by a sublicensee but shall retain all rights and remedies it has under the Sublicenseother remedies.

Sublicense Conditions. The Company’s right to sublicense any aspects granted to LICENSEE by the Licensor Parties under Section 2.1 the License is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, Company will prohibit the sublicensee (“Sublicensee”) Sublicensee from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL for the account of LICENSEE; provided that DREXEL shall remit to LICENSEE the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement, including the payment of running royalties at amounts at least equal to the levels specified for payments by Company to the Licensor Parties in Section 3. Each sublicense agreement granted by Company shall include an audit right by the Licensor Parties of the same scope as provided in Section 4 with respect to Company. Company shall forward to the Licensor Parties a copy of reports received by Company from its Sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. No such sublicense agreement shall contain any provision that would cause it to extend beyond the term of this License Agreement. 2.4.4 Even if LICENSEE enters (b) Until Company has reached a capitalization of [*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*] (US $[*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*]) as referenced in Section 3, Company is expressly prohibited from sublicensing, except that Company may petition the Licensor Parties for the Licensor Parties’ prior written approval to sublicense. such consent shall not be unreasonably held, delayed or conditioned. Only after receiving the prior written approval of the Licensor Parties may Company enter into Sublicensessublicense agreements with third parties wherein the Sublicensee(s) shall make, LICENSEE remains use, have made and have use of Patent Rights and Technical Information within the Field. After Company has attained a capitalization of [*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*] (US $[*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*]); the Company may enter into sublicensing arrangements subject to the provisions set forth herein. Within Five (5) business days after the Company fully executes any sublicense agreement, the Company will deliver to the Licensor Parties a complete and accurate copy of the entire sublicense agreement written in the English language. The Licensor Parties’ receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of the Licensor Parties or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company from its Affiliates or Sublicensees under the sublicense agreement will, upon notice from the Licensor Parties to such Affiliate or Sublicensee, become payable directly to the Licensor Parties for the account of Company. Upon receipt of any such funds, the Licensor Parties will remit to Company the amount by which such payments exceed the amounts owed by Company to the Licensor Parties. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to DREXEL the Licensor Parties for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by LICENSEECompany, LICENSEE and Company will be deemed to be in breach of this Agreement as a result of such act or omission. In the event Sublicensee commits a breach of this License Agreement, Sublicensee shall exercise all rights and remedies it has under have a period of Twenty (20) calendar days to cure said breach. In the Sublicenseevent Sublicensee does not fully cure the breach within this Twenty (20) calendar day period, the sublicense shall be automatically terminated.

Sublicense Conditions. The ASOthera’s right to sublicense granted to LICENSEE grant Sublicenses under Section 2.1 the Licenses is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL(A) In each Sublicense agreement, which form shall (a) prohibit ASOthera will require the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL for the account of LICENSEE; provided that DREXEL shall remit to LICENSEE the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement. 2.4.4 Even if LICENSEE (B) Within thirty (30) days after ASOthera enters into Sublicensesa Sublicense agreement, LICENSEE remains ASOthera will deliver to CSHL an accurate copy of the Sublicense agreement written in the English language; provided, however, that any copy of a Sublicense agreement may be reasonably redacted to exclude confidential information of the sublicensee that is not necessary for assessing ASOthera’s compliance with this section. CSHL’s receipt of the Sublicense agreement, however, will constitute neither an approval of the Sublicense nor a waiver of any right of CSHL or obligation of ASOthera under this Agreement. (C) ASOthera’s execution of a Sublicense agreement will not relieve ASOthera of any of its obligations under this Agreement. ASOthera is primarily liable to DREXEL CSHL for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate, sublicensee or Affiliate of a sublicensee of ASOthera that would be a breach of this Agreement if performed or omitted by LICENSEEASOthera, LICENSEE shall exercise all rights and remedies it has under the Sublicense.ASOthera will be deemed to be in breach of this Agreement as a result of such act or omission. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. CONFIDENTIAL

Sublicense Conditions. The Company’s right to sublicense any aspects granted to LICENSEE by PSRF under Section 2.1 the License is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, the Company will prohibit the sublicensee (“Sublicensee”) Sublicensee from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL for the account of LICENSEE; provided that DREXEL shall remit to LICENSEE the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement, including the payment of running royalties at amounts at least equal to the levels specified for payments by Company to PSRF in Section 3. Each sublicense agreement granted by Company shall include an audit right by PSRF of the same scope as provided in Section 4 with respect to Company. Company shall forward to PSRF a copy of reports received by Company from its Sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. No such sublicense agreement shall contain any provision, which would cause it to extend beyond the term of this License Agreement. Company shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without the express prior written permission of PSRF. 2.4.4 Even if LICENSEE enters (b) Until Company has reached a capitalization of [*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*] Dollars (US $[*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*]) as referenced in Section 3, Company is expressly prohibited from sublicensing, except that Company may petition PSRF for PSRF’s prior written approval to sublicense. Only after receiving the prior written approval of PSRF may Company enter into Sublicensessublicense agreements with third parties wherein the Sublicensee(s) shall make, LICENSEE remains use, have made and have use of Patent Rights within the Field of Use. After Company has attained a capitalization of [*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*] Dollars (US $[*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT*]), the Company may enter into sublicensing arrangements. Within Ten (10) business days after the Company fully executes any sublicense agreement, the Company will deliver to PSRF a complete and accurate copy of the entire sublicense agreement written in the English language. PSRF’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of PSRF or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from PSRF to such Affiliate or sublicensee, become payable directly to PSRF for the account of Company. Upon receipt of any such funds, PSRF will remit to Company the amount by which such payments exceed the amounts owed by Company to PSRF. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to DREXEL PSRF for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by LICENSEECompany, LICENSEE and Company will be deemed to be in breach of this Agreement as a result of such act or omission. In the event Sublicensee commits a breach of this License Agreement, Sublicensee shall exercise all rights and remedies it has under have a period of Twenty (20) days to cure said breach. In the Sublicenseevent Sublicensee does not fully cure the breach within this Twenty (20) day period, the sublicense shall be automatically terminated.

Sublicense Conditions. The Company’s right to sublicense granted to LICENSEE by Penn under Section 2.1 the License is subject to each of the following conditions:: Execution Copy 03/28/2008 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, Company will prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXELthe prior written consent of Penn (except for limited sublicenses granted by Company’s prior consent and (b) require that the Sublicensee be subject sublicensees to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense contractors or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL collaborators for the account purpose of LICENSEE; provided that DREXEL shall remit manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to LICENSEE third parties), and require the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE sublicensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement. 2.4.4 Even ; provided that Penn shall not unreasonably withhold, delay or condition any such consent. Notwithstanding the foregoing, if LICENSEE enters into SublicensesCompany sublicenses to a Large Pharmaceutical Company (as defined below), LICENSEE remains primarily liable Company may grant such Large Pharmaceutical Company a right to DREXEL grant further sublicenses; provided that, in the case of any such Large Pharmaceutical Company granting commercialization rights to a further sublicensee that is not an affiliate of the Large Pharmaceutical Company, the sublicense shall require that the Large Pharmaceutical Company notify Penn of the identity of such non-affiliate further sublicensee within [**] days after the grant of such further sublicense. Further, in the event that such Company or sublicensee seeks Penn’s consent for all a sublicensee to further sublicense its commercialization rights to a downstream sublicensee or in the event a Large Pharmaceutical Company sublicensee grants such a further sublicense of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce commercialization rights (“sub-sublicensee”), any such downstream sublicense agreement (“sub-sublicense”) must require the sub-sublicensee to comply with the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission that would be a breach of this Agreement and prohibit further sublicensing of commercialization rights. For clarity, the sub-sublicensee shall be prohibited from further sublicensing commercialization rights, but such prohibition shall not apply to limited sublicenses granted by sub-sublicensees to contractors or collaborators for the purpose of manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to third parties. Finally, if performed by LICENSEEPenn is requested to consent to such a sub-sublicense, LICENSEE the requesting party shall exercise all rights pay Penn’s legal expenses for review of such sublicense transaction. Except when used in this Section 1.5a, the term sublicense includes any permitted sub-sublicense and remedies it has under the Sublicenseterm sublicensee includes any permitted sub-sublicensee. “Large Pharmaceutical Company” means a company in the business of developing and commercializing pharmaceuticals that has, together with its affiliates, a market value or, in the case of a publicly traded company, market capitalization, of at least $[**].

Sublicense Conditions. The Company’s right to sublicense any aspects granted to LICENSEE by PSRF under Section 2.1 the License is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, the Company will prohibit the sublicensee (“Sublicensee”) Sublicensee from further sublicensing without DREXEL’s prior consent and (b) require that the Sublicensee be subject to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL for the account of LICENSEE; provided that DREXEL shall remit to LICENSEE the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement, including the payment of running royalties at amounts at least equal to the levels specified for payments by Company to PSRF in Section 3. Each sublicense agreement granted by Company shall include an audit right by PSRF of the same scope as provided in Section 4 with respect to Company. Company shall forward to PSRF a copy of reports received by Company from its Sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements. No such sublicense agreement shall contain any provision, which would cause it to extend beyond the term of this License Agreement. Company shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without the express prior written permission of PSRF. 2.4.4 Even if LICENSEE enters (b) Until Company has reached a capitalization of [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Dollars (US $[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]) as referenced in Section 3, Company is expressly prohibited from sublicensing, except that Company may petition PSRF for PSRF’s prior written approval to sublicense. Only after receiving the prior written approval of PSRF may Company enter into Sublicensessublicense agreements with third parties wherein the Sublicensee(s) shall make, LICENSEE remains use, have made and have use of Patent Rights within the Field of Use. After Company has attained a capitalization of [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Dollars (US $[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]), the Company may enter into sublicensing arrangements. Within Ten (10) business days after the Company fully executes any sublicense agreement, the Company will deliver to PSRF a complete and accurate copy of the entire sublicense agreement written in the English language. PSRF’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of PSRF or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from PSRF to such Affiliate or sublicensee, become payable directly to PSRF for the account of Company. Upon receipt of any such funds, PSRF will remit to Company the amount by which such payments exceed the amounts owed by Company to PSRF. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to DREXEL PSRF for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by LICENSEECompany, LICENSEE and Company will be deemed to be in breach of this Agreement as a result of such act or omission. In the event Sublicensee commits a breach of this License Agreement, Sublicensee shall exercise all rights and remedies it has under have a period of Twenty (20) days to cure said breach. In the Sublicenseevent Sublicensee does not fully cure the breach within this Twenty (20) day period, the sublicense shall be automatically terminated.

Sublicense Conditions. The Company’s right to sublicense granted to LICENSEE by Penn under Section 2.1 the License is subject to each of the following conditions: 2.4.1 LICENSEE may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) In each sublicense agreement, Company will prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXELthe prior written consent of Penn (except for limited sublicenses granted by Company’s prior consent and (b) require that the Sublicensee be subject sublicensees to the terms and conditions of the license granted to LICENSEE under this Agreement (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE enters into any Sublicense LICENSEE must deliver to DREXEL a complete copy of the Sublicense written in the English language (DREXEL’s receipt of the Sublicense shall not constitute an approval of the Sublicense contractors or a waiver of any of DREXEL’s rights or LICENSEE’s obligations under this Agreement). 2.4.3 In the event of a default by LICENSEE under Section 5.3 hereunder, all payments then or thereafter due to LICENSEE from each of its Sublicensees shall, upon notice from DREXEL to any such Sublicensee, become owed directly to DREXEL collaborators for the account purpose of LICENSEE; provided that DREXEL shall remit manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to LICENSEE third parties), and require the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE sublicensee to DREXEL. If this Agreement is terminated, DREXEL has the right to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all comply with the terms and conditions of this Agreement; provided that Penn shall not unreasonably withhold, delay or condition any such consent. Notwithstanding the foregoing, if Company sublicenses to a Large Pharmaceutical Company (as defined in Section 2.4(c) below), Company may grant such Large Pharmaceutical Company a right to grant further sublicenses; provided that, in the case of any such Large Pharmaceutical Company granting commercialization rights to a further sublicensee that is not an affiliate of the Large Pharmaceutical Company, the sublicense shall require that the Large Pharmaceutical Company notify Penn of the identity of such non-affiliate further sublicensee within [**] days after the grant of such further sublicense. Further, in the event that such Company or sublicensee seeks Penn’s consent for a sublicensee to further sublicense its commercialization rights to a downstream sublicensee or in the event a Large Pharmaceutical Company sublicensee EXECUTION COPY grants such a further sublicense of commercialization rights (“sub-sublicensee”), any such downstream sublicense agreement (“sub-sublicense”) must require the sub-sublicensee to comply with the terms of this Agreement and prohibit further sublicensing of commercialization rights. For clarity, the sub-sublicensee shall be prohibited from further sublicensing commercialization rights, but such prohibition shall not apply to limited sublicenses granted by sub-sublicensees to contractors or collaborators for the purpose of manufacturing, research, development or other such purpose not involving commercial distribution of Licensed Products to third parties. Finally, if Penn is requested to consent to such a sub-sublicense, the requesting party shall pay Penn’s legal expenses for review of such sublicense transaction. Except when used in this Section 1.5a, the term sublicense includes any permitted sub-sublicense and the term sublicensee includes any permitted sub-sublicensee. 2.4.4 Even if LICENSEE (b) Within [**] days after Company enters into Sublicensesa sublicense agreement, LICENSEE remains Company will deliver to Penn a complete and accurate copy of the entire sublicense agreement written in the English language. Penn’s receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Penn or obligation of Company under this Agreement. (c) In the event that Company causes or experiences a Trigger Event (as defined in Section 6.4), all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from Penn to such Affiliate or sublicensee, become payable directly to Penn for the account of Company. Within [**] days after receipt of any such funds, Penn will remit to Company the amount by which such payments exceed the amounts owed by Company to Penn. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to DREXEL Penn for all of LICENSEE’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by LICENSEECompany, LICENSEE shall exercise all rights and remedies it has under the SublicenseCompany will be deemed to be in breach of this Agreement as a result of such act or omission.

Sublicense Conditions. The right to sublicense granted to LICENSEE Licensee under Section 2.1 is subject to the following conditions: 2.4.1 LICENSEE Licensee may sublicense the rights granted in this Agreement by written sublicense agreement in a form acceptable to DREXEL, which form shall (a) prohibit the sublicensee (“Sublicensee”) from further sublicensing without DREXEL’s prior consent and sublicensing, (b) require that the Sublicensee be subject to the applicable terms and conditions of the license granted to LICENSEE Licensee under this Agreement Agreement, and (c) to the extent separate license fees are paid for sublicense rights to the Penn Software, disclaim all consequential damages as to claims with respect to the Penn Software and limit liability to no more than the actual license fees paid by the Sublicense for such sublicense rights (each, a “Sublicense”). 2.4.2 Within thirty (30) days after LICENSEE Licensee enters into any Sublicense LICENSEE Sublicense: (a) Licensee must deliver to DREXEL Penn a complete copy of the Sublicense (after redacting any confidential information that is not reasonably relevant to Penn’s administration of this Agreement) written in the English language (DREXELPenn’s receipt of the Sublicense shall not constitute an approval of the Sublicense or a waiver of any of DREXELPenn’s rights or LICENSEELicensee’s obligations under this Agreement); (b) an executed assignment and security agreement in form acceptable to Penn (each, a “Sublicense Royalty Assignment”) granting Penn, as security for the payment of Licensee’s obligations hereunder, an assignment of and security interest in any royalties, fees or other proceeds generated by such Sublicense, exercisable upon occurrence and during the continuance of a Default under Section 5.2; and (c) such executed forms of UCC-1 and UCC-3 or other documents as may be necessary to perfect Penn’s interest in such Sublicense Royalty Assignment. In addition to any rights or remedies provided for under this Agreement, Penn shall have all of the rights and remedies of a secured party under the Uniform Commercial Code. Upon request, Licensee shall execute all such documents as are reasonably necessary to evidence and perfect in any jurisdiction Penn’s interest in and to such Sublicense Royalty Assignment. If Licensee fails to execute such documents in a timely manner, Licensee hereby grants Penn, effective during the period during which this Agreement or any Sublicense is in effect, an irrevocable power of attorney to execute in the name of Licensee all such documents as are reasonably necessary to evidence and perfect in any jurisdiction Penn’s interest in and to such Sublicensee Royalty Assignment. Penn hereby agrees that its assignment of and security interest in such royalties, fees and other proceeds shall be subordinated to any security interest and/or assignment that Licensee may grant to any lender to Licensee, and Penn shall execute and deliver any such documents as may be reasonably requested by Licensee to confirm and document the foregoing. Upon satisfaction of Licensee’s payment obligations hereunder, Penn shall execute such UCC termination statements with respect to the Sublicensee Royalty Assignment as Licensee shall reasonably request. 2.4.3 In the event of the continuance of a default by LICENSEE Default under Section 5.3 5.2 hereunder, all payments then or thereafter due to LICENSEE Licensee or its Affiliates from each of its Sublicensees Sublicensee shall, upon notice from DREXEL Penn to any such Sublicensee, become owed directly to DREXEL Penn for the account of LICENSEELicensee or its Affiliate; provided that DREXEL Penn shall remit to LICENSEE Licensee or its Affiliate the amount by which such payments in the aggregate exceed the total amount owed by LICENSEE Licensee to DREXELPenn. If this Agreement is terminated, DREXEL has the right Back to accept as successors to LICENSEE such consent not to be unreasonably withheld or delayed, existing Sublicensees in good standing at the date of termination, provided that the Sublicensees consent in writing to be bound by all the terms and conditions of this Agreement.Contents 2.4.4 Even if LICENSEE Licensee enters into Sublicenses, LICENSEE Licensee remains primarily liable to DREXEL Penn for all of LICENSEELicensee’s duties and obligations contained in this Agreement. LICENSEE shall diligently enforce the terms and conditions of each Sublicense, and if any Sublicensee commits an act or omission of an Affiliate or Sublicensee that would be a breach of this Agreement if performed by LICENSEE, LICENSEE Licensee shall exercise all rights and remedies it has under the Sublicensebe deemed to be a breach by Licensee of this Agreement.