Common use of Sublicense Income Clause in Contracts

Sublicense Income. 6.5.1 As partial consideration for the license granted hereunder, Licensee shall pay Harvard (a) [**] percent ([**]%) of all Non-Royalty Sublicense Income, in connection with any Sublicense granted with rights to make and/or sell Licensed Products and/or Royalty Products solely in the Ex-US Territory, and (b) [**] percent ([**]%) of payments or other consideration that Licensee or any of its Affiliates receives in connection with a Sublicense that are royalties based on sales, leases or other transfers of Licensed Products or Royalty Products by or on behalf of Sublicensees in the Ex-US Territory (“Ex-US Sublicensee Royalties”). 6.5.2 As partial consideration for the license granted hereunder, Licensee shall pay Harvard an amount equal to the following percentages of Non-Royalty Sublicense Income received in connection with any Sublicense granted that includes rights to make and/or sell Licensed Products and/or Royalty Products in the US Territory, whether or not rights are granted in any ex-US Territory: (a) if Licensee grants such Sublicense prior to the filing of an IND with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense; (b) if Licensee grants such Sublicense after filing of an IND but prior to the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense; and (c) if Licensee grants a Sublicense after the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense. 6.5.3 Notwithstanding anything to the contrary in this Agreement, if Licensee or any of its Affiliates receives a payment constituting Non-Royalty Sublicense Income that is directly attributable to the occurrence of a milestone event described in Section 6.3 or a circumstance substantially equivalent to such milestone event and Licensee has paid or is obligated to pay to Harvard its due share of such Non-Royalty Sublicense Income under this Section 6.5, any amounts paid under Section 6.3 with respect to such milestone may be deducted from Non-Royalty Sublicense Income on which Licensee must pay fees to Harvard under this Section 6.5. 6.5.4 Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Royalty Product shall expire on the expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Royalty Product. Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Licensed Product that is not a Royalty Product shall expire on expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Licensed Product. 13. Section 7.1 of the License Agreement is replaced in its entirety with the following:

Sublicense Income. 6.5.1 As partial consideration for If Alnylam or an Affiliate grants a sublicense of its rights under Section 2.1 of the license granted hereunderMIT Agreement, Licensee shall Alnylam will pay Harvard (a) MIT, as applicable: • [**] percent *]% of all Sublicense Income received by Alnylam or Affiliates from Sublicensees which are also receiving rights to substantial technology and/or patent rights owned or controlled by Alnylam or Affiliates related to the development of Licensed Products, whether such Sublicense Income is received under the same agreement as the sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement and/or in a separate agreement. (To the extent that the only other patents and/or technology rights received by Sublicensees are sublicense rights under the patent rights listed in Appendix B, then any sharing of Sublicense Income will fall under clause (b) below); and • [***]%) % of all Non-Royalty Sublicense Income, in connection with any Sublicense granted with rights to make and/or sell Licensed Products and/or Royalty Products solely in the Ex-US Territory, and (b) [**] percent ([**]%) of payments or other consideration that Licensee or any of its Affiliates receives in connection with a Sublicense that are royalties based on sales, leases or other transfers of Licensed Products or Royalty Products by or on behalf of Sublicensees in the Ex-US Territory (“Ex-US Sublicensee Royalties”). 6.5.2 As partial consideration for the license granted hereunder, Licensee shall pay Harvard an amount equal to the following percentages of Non-Royalty Sublicense Income received by Alnylam or Affiliates from Sublicensees if such Sublicensees are receiving a sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement alone or with a sublicense to the patent rights listed in connection with any Sublicense granted that includes Appendix B, without substantial additional technology and/or other patent rights to make and/or sell Licensed Products and/or Royalty Products in the US Territoryfrom Alnylam or Affiliates, whether or not rights are granted in any ex-US Territory: (a) if Licensee grants such Sublicense prior the same agreement, as part of the same business arrangement related to Licensed Products. • Such amount will be payable for each reporting period and will be due to MIT within [***] days of the filing end of an IND with respect each reporting period. • Prior to any First Commercial Sale of a Licensed Product or Royalty Product that first commercial performance of a Licensed Process, Alnylam is the subject of such Sublicense, Licensee shall pay Harvard an amount equal required to deliver annual reports within [***] percent days of the end of each calendar year, containing information concerning the immediately preceding year, as further described in Section 5.2 of the MIT Agreement (see below). The date of First Commercial Sale of a Licensed Product or commercial performance of a Licensed Process must be reported to MIT within [**]%) *] days of all Non-Royalty Sublicense Income received in connection with such Sublicense; (b) if Licensee grants such Sublicense after filing of an IND but prior to the Initiation its occurrence. • After First Commercial Sale of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject commercial performance of such Sublicensea Licensed Process, Licensee shall pay Harvard an amount equal reports are required to be delivered to MIT within [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense; and (c) if Licensee grants a Sublicense after the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) days of all Non-Royalty Sublicense Income received in connection with such Sublicense. 6.5.3 Notwithstanding anything to the contrary in this Agreementend of each reporting period containing information concerning the immediately preceding reporting period, if Licensee or any of its Affiliates receives a payment constituting Non-Royalty Sublicense Income that is directly attributable to the occurrence of a milestone event as further described in Section 6.3 or a circumstance substantially equivalent to such milestone event and Licensee has paid or is obligated to pay to Harvard its due share of such Non-Royalty Sublicense Income under this Section 6.5, any amounts paid under Section 6.3 with respect to such milestone may be deducted from Non-Royalty Sublicense Income on which Licensee must pay fees to Harvard under this Section 6.5. 6.5.4 Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Royalty Product shall expire on the expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Royalty Product. Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Licensed Product that is not a Royalty Product shall expire on expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Licensed Product. 13. Section 7.1 5.2 of the License MIT Agreement is replaced in its entirety with the following:(see below).

Sublicense Income. 6.5.1 As partial consideration for If Alnylam or an Affiliate grants a sublicense of its rights under Section 2.1 of the license granted hereunderMIT Agreement, Licensee shall Alnylam will pay Harvard (a) MIT, as applicable: • [...**] percent ([**...]%) % of all Non-Royalty Sublicense Income, in connection with any Sublicense granted with Income received by Alnylam or Affiliates from Sublicensees which are also receiving rights to make substantial technology and/or sell patent rights owned or controlled by Alnylam or Affiliates related to the development of Licensed Products Products, whether such Sublicense Income is received under the same agreement as the sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement and/or Royalty Products solely in a separate agreement. (To the Ex-US Territoryextent that the only other patents and/or technology rights received by Sublicensees are sublicense rights under the patent rights listed in Appendix B, and then any sharing of Sublicense Income will fall under clause (b) below); and • [...**] percent ([**...]%) % of payments or other consideration that Licensee or any of its Affiliates receives in connection with a Sublicense that are royalties based on sales, leases or other transfers of Licensed Products or Royalty Products by or on behalf of Sublicensees in the Ex-US Territory (“Ex-US Sublicensee Royalties”). 6.5.2 As partial consideration for the license granted hereunder, Licensee shall pay Harvard an amount equal to the following percentages of Non-Royalty all Sublicense Income received by Alnylam or Affiliates from Sublicensees if such Sublicensees are receiving a sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement alone or with a sublicense to the patent rights listed in connection with any Sublicense granted that includes Appendix B, without substantial additional technology and/or other patent rights to make and/or sell Licensed Products and/or Royalty Products in the US Territoryfrom Alnylam or Affiliates, whether or not rights are granted in any ex-US Territory: (a) if Licensee grants such Sublicense prior the same agreement, as part of the same business arrangement related to Licensed Products. • Such amount will be payable for each reporting period and will be due to MIT within [...***...] days of the filing end of an IND with respect each reporting period. • Prior to any First Commercial Sale of a Licensed Product or Royalty Product that first commercial performance of a Licensed Process, Alnylam is the subject of such Sublicense, Licensee shall pay Harvard an amount equal required to deliver annual reports within [...***...] percent days of the end of each calendar year, containing information concerning the immediately preceding year, as further described in Section 5.2 of the MIT Agreement ([**]%) see below). The date of all Non-Royalty Sublicense Income received in connection with such Sublicense; (b) if Licensee grants such Sublicense after filing of an IND but prior to the Initiation First Commercial Sale of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject commercial performance of such Sublicense, Licensee shall pay Harvard an amount equal a Licensed Process must be reported to MIT within [...***...] percent ([**]%) days of all Non-Royalty Sublicense Income received in connection with such Sublicense; and (c) if Licensee grants a Sublicense after the Initiation its occurrence. • After First Commercial Sale of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject commercial performance of such Sublicensea Licensed Process, Licensee shall pay Harvard an amount equal reports are required to be delivered to MIT within [...***...] percent ([**]%) days of all Non-Royalty Sublicense Income received in connection with such Sublicense. 6.5.3 Notwithstanding anything to the contrary in this Agreementend of each reporting period containing information concerning the immediately preceding reporting period, if Licensee or any of its Affiliates receives a payment constituting Non-Royalty Sublicense Income that is directly attributable to the occurrence of a milestone event as further described in Section 6.3 or a circumstance substantially equivalent to such milestone event and Licensee has paid or is obligated to pay to Harvard its due share of such Non-Royalty Sublicense Income under this Section 6.5, any amounts paid under Section 6.3 with respect to such milestone may be deducted from Non-Royalty Sublicense Income on which Licensee must pay fees to Harvard under this Section 6.5. 6.5.4 Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Royalty Product shall expire on the expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Royalty Product. Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Licensed Product that is not a Royalty Product shall expire on expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Licensed Product. 13. Section 7.1 5.2 of the License MIT Agreement is replaced in its entirety with the following:(see below).

Sublicense Income. 6.5.1 As partial consideration If Alnylam or an Affiliate grants a sublicense of its rights under Section 2.1 of the MIT Agreement, Alnylam will pay MIT, as applicable: • [**]% of all Sublicense Income received by Alnylam or Affiliates from Sublicensees which are also receiving rights to substantial technology and/or patent rights owned or controlled by Alnylam or Affiliates related to the development of Licensed Products, whether such Sublicense Income is received under the same agreement as the sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement and/or in a separate agreement. (To the extent that the only other patents and/or technology rights received by Sublicensees are sublicense rights under the patent rights listed in Appendix B, then any sharing of Sublicense Income will fall under clause (b) below); and • [**]% of all Sublicense Income received by Alnylam or Affiliates from Sublicensees if such Sublicensees are receiving a sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement alone or with a sublicense to the patent rights listed in Appendix B, without substantial additional technology and/or other patent rights from Alnylam or Affiliates, whether or not in the same agreement, as part of the same business arrangement related to Licensed Products. • Such amount will be payable for the license granted hereunder, Licensee shall pay Harvard (a) each reporting period and will be due to MIT within [**] percent ([**]%) days of all Non-Royalty Sublicense Incomethe end of each reporting period. • Prior to First Commercial Sale of a Licensed Product or first commercial performance of a Licensed Process, in connection with any Sublicense granted with rights Alnylam is required to make and/or sell Licensed Products and/or Royalty Products solely in the Ex-US Territory, and (b) deliver annual reports within [**] percent days of the end of each calendar year, containing information concerning the immediately preceding year, as further described in Section 5.2 of the MIT Agreement ([**]%) see below). The date of payments or other consideration that Licensee or any First Commercial Sale of its Affiliates receives in connection with a Sublicense that are royalties based on sales, leases or other transfers of Licensed Products or Royalty Products by or on behalf of Sublicensees in the Ex-US Territory (“Ex-US Sublicensee Royalties”). 6.5.2 As partial consideration for the license granted hereunder, Licensee shall pay Harvard an amount equal to the following percentages of Non-Royalty Sublicense Income received in connection with any Sublicense granted that includes rights to make and/or sell Licensed Products and/or Royalty Products in the US Territory, whether or not rights are granted in any ex-US Territory: (a) if Licensee grants such Sublicense prior to the filing of an IND with respect to any Licensed Product or Royalty Product that is the subject commercial performance of such Sublicense, Licensee shall pay Harvard an amount equal a Licensed Process must be reported to MIT within [**] percent ([**]%) days of all Non-Royalty Sublicense Income received in connection with such Sublicense; (b) if Licensee grants such Sublicense after filing of an IND but prior to the Initiation its occurrence. • After First Commercial Sale of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject commercial performance of such Sublicensea Licensed Process, Licensee shall pay Harvard an amount equal reports are required to be delivered to MIT within [**] percent ([**]%) days of all Non-Royalty Sublicense Income received in connection with such Sublicense; and (c) if Licensee grants a Sublicense after the Initiation end of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is each reporting period containing information concerning the subject of such Sublicenseimmediately preceding reporting period, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense. 6.5.3 Notwithstanding anything to the contrary in this Agreement, if Licensee or any of its Affiliates receives a payment constituting Non-Royalty Sublicense Income that is directly attributable to the occurrence of a milestone event as further described in Section 6.3 or a circumstance substantially equivalent to such milestone event and Licensee has paid or is obligated to pay to Harvard its due share of such Non-Royalty Sublicense Income under this Section 6.5, any amounts paid under Section 6.3 with respect to such milestone may be deducted from Non-Royalty Sublicense Income on which Licensee must pay fees to Harvard under this Section 6.5. 6.5.4 Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Royalty Product shall expire on the expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Royalty Product. Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Licensed Product that is not a Royalty Product shall expire on expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Licensed Product. 13. Section 7.1 5.2 of the License MIT Agreement is replaced in its entirety with the following:(see below).

Sublicense Income. 6.5.1 As partial consideration for In the license granted hereunderevent that, Licensee pursuant to Section 3.6 of this Agreement, POINT or an Affiliate grants a Sublicense, POINT agrees to pay BACH a percentage of any and all Sublicense Income received by POINT or an Affiliate from any and all Sublicensees or licenses. Such payments shall pay Harvard (a) be made within [***] percent ([**]%) days after the end of all Non-Royalty each Calendar Quarter during the Term during which POINT or an Affiliate receives any Sublicense Income, in connection with any Sublicense granted with rights to make and/or sell Licensed Products and/or Royalty Products solely in the Ex-US Territory, and (b) [**] percent ([**]%) of payments or other consideration that Licensee or any of its Affiliates receives in connection with a Sublicense that are royalties based on sales, leases or other transfers of Licensed Products or Royalty Products by or on behalf of Sublicensees in the Ex-US Territory (“Ex-US Sublicensee Royalties”). 6.5.2 As partial consideration for the license granted hereunder, Licensee . The amount payable shall pay Harvard an amount be equal to a percentage of the following percentages of Non-Royalty Sublicense Income received in connection during the relevant Calendar Quarter as follows with any Sublicense granted that includes rights to make and/or sell Licensed Products and/or Royalty Products in the US Territory, whether or not rights are granted in any exapplicable Tiers 1-US Territory: (a) if Licensee grants such Sublicense prior to the filing of an IND with respect to any 3 independently determined for each distinct Licensed Product or Royalty Product that is the subject related family of such Sublicense, Licensee shall pay Harvard an amount equal Licensed Products: Tier 1: Sublicense Income from Sublicenses entered into prior to [***] percent ([***]%) of all Non-Royalty % shall be payable to BACH Tier 2: Sublicense Income received in connection with such Sublicense; (b) if Licensee grants such from Sublicenses entered into after [***] but before [***] [***]% shall be payable to BACH Tier 3: Sublicense Income from Sublicenses entered into after filing [***] [***]% shall be payable to BACH In Section 6 – Patent Filings and Maintenance Paragraph 6.1 is amended by addition of the following sentence to the end of that paragraph: “In addition to reimbursement of ongoing Patent Expenses above, for the patent filings to be added to Exhibit A or Exhibit D pursuant to POINT exercises of an IND but Option under Xxxxxxxxx 0.0, XXXXX will also reimburse BACH within [***] days of the receipt of an invoice for all sunk Patent Expenses up to a maximum of [***] dollars (USD $[***]) per patent application family having a common priority date incurred by BACH prior to the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense; and (c) if Licensee grants a Sublicense after the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense. 6.5.3 Notwithstanding anything to the contrary in this Agreement, if Licensee or any of its Affiliates receives a payment constituting Non-Royalty Sublicense Income that is directly attributable to the occurrence of a milestone event described in Section 6.3 or a circumstance substantially equivalent to such milestone event and Licensee has paid or is obligated to pay to Harvard its due share of such Non-Royalty Sublicense Income under this Section 6.5, any amounts paid under Section 6.3 with respect to such milestone may be deducted from Non-Royalty Sublicense Income on which Licensee must pay fees to Harvard under this Section 6.5. 6.5.4 Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Royalty Product shall expire on the expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Royalty Product. Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Licensed Product that is not a Royalty Product shall expire on expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Licensed Product. 13. Section 7.1 exercise of the License Agreement Option by POINT.” In Exhibits • Exhibit A is replaced in its entirety with the following:new Exhibit A attached as Appendix 1 hereto. • Exhibit D is added with the Exhibit D attached as Appendix 2 hereto.

Sublicense Income. 6.5.1 As partial consideration for If Alnylam or an Affiliate grants a sublicense of its rights under Section 2.1 of the license granted hereunderMIT Agreement, Licensee shall Alnylam will pay Harvard (a) MIT, as applicable: · [**] percent *]% of all Sublicense Income received by Alnylam or Affiliates from Sublicensees which are also receiving rights to substantial technology and/or patent rights owned or controlled by Alnylam or Affiliates related to the development of Licensed Products, whether such Sublicense Income is received under the same agreement as the sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement and/or in a separate agreement. (To the extent that the only other patents and/or technology rights received by Sublicensees are sublicense rights under the patent rights listed in Appendix B, then any sharing of Sublicense Income will fall under clause (b) below); and · [***]%) % of all Non-Royalty Sublicense Income, in connection with any Sublicense granted with rights to make and/or sell Licensed Products and/or Royalty Products solely in the Ex-US Territory, and (b) [**] percent ([**]%) of payments or other consideration that Licensee or any of its Affiliates receives in connection with a Sublicense that are royalties based on sales, leases or other transfers of Licensed Products or Royalty Products by or on behalf of Sublicensees in the Ex-US Territory (“Ex-US Sublicensee Royalties”). 6.5.2 As partial consideration for the license granted hereunder, Licensee shall pay Harvard an amount equal to the following percentages of Non-Royalty Sublicense Income received by Alnylam or Affiliates from Sublicensees if such Sublicensees are receiving a sublicense to Alnylam’s rights under Section 2.1 of the MIT Agreement alone or with a sublicense to the patent rights listed in connection with any Sublicense granted that includes Appendix B, without substantial additional technology and/or other patent rights to make and/or sell Licensed Products and/or Royalty Products in the US Territoryfrom Alnylam or Affiliates, whether or not rights are granted in any ex-US Territory: (a) if Licensee grants such Sublicense prior the same agreement, as part of the same business arrangement related to Licensed Products. · Such amount will be payable for each reporting period and will be due to MIT within [***] days of the filing end of an IND with respect each reporting period. · Prior to any First Commercial Sale of a Licensed Product or Royalty Product that first commercial performance of a Licensed Process, Alnylam is the subject of such Sublicense, Licensee shall pay Harvard an amount equal required to deliver annual reports within [***] percent days of the end of each calendar year, containing information concerning the immediately preceding year, as further described in Section 5.2 of the MIT Agreement (see below). The date of First Commercial Sale of a Licensed Product or commercial performance of a Licensed Process must be reported to MIT within [**]%) *] days of all Non-Royalty Sublicense Income received in connection with such Sublicense; (b) if Licensee grants such Sublicense after filing of an IND but prior to the Initiation its occurrence. · After First Commercial Sale of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject commercial performance of such Sublicensea Licensed Process, Licensee shall pay Harvard an amount equal reports are required to be delivered to MIT within [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense; and (c) if Licensee grants a Sublicense after the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) days of all Non-Royalty Sublicense Income received in connection with such Sublicense. 6.5.3 Notwithstanding anything to the contrary in this Agreementend of each reporting period containing information concerning the immediately preceding reporting period, if Licensee or any of its Affiliates receives a payment constituting Non-Royalty Sublicense Income that is directly attributable to the occurrence of a milestone event as further described in Section 6.3 or a circumstance substantially equivalent to such milestone event and Licensee has paid or is obligated to pay to Harvard its due share of such Non-Royalty Sublicense Income under this Section 6.5, any amounts paid under Section 6.3 with respect to such milestone may be deducted from Non-Royalty Sublicense Income on which Licensee must pay fees to Harvard under this Section 6.5. 6.5.4 Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Royalty Product shall expire on the expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Royalty Product. Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Licensed Product that is not a Royalty Product shall expire on expiration of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Licensed Product. 13. Section 7.1 5.2 of the License MIT Agreement is replaced in its entirety with the following:(see below).

Sublicense Income. 6.5.1 As partial consideration for the license granted hereunder, 4.5.1 Licensee shall pay Harvard Isoprene the following payments on Sublicense Income: (a) [**] percent ([*]%) of all Sublicense Income which is received by Licensee or Licensee Affiliates with respect to any Sublicense that is executed prior to the first dosing of the first patient in a Phase 2 Clinical Trial of a Licensed Product; (b) [*]percent ([*]%) of all Non-Royalty Sublicense Income, in connection with any Sublicense granted with rights to make and/or sell Licensed Products and/or Royalty Products solely in the Ex-US Territory, and (b) [**] percent ([**]%) of payments or other consideration that Income which is received by Licensee or any of its Licensee Affiliates receives in connection with a Sublicense that are royalties based on sales, leases or other transfers of Licensed Products or Royalty Products by or on behalf of Sublicensees in the Ex-US Territory (“Ex-US Sublicensee Royalties”). 6.5.2 As partial consideration for the license granted hereunder, Licensee shall pay Harvard an amount equal to the following percentages of Non-Royalty Sublicense Income received in connection with any Sublicense granted that includes rights to make and/or sell Licensed Products and/or Royalty Products in the US Territory, whether or not rights are granted in any ex-US Territory: (a) if Licensee grants such Sublicense prior to the filing of an IND with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense; (b) if Licensee grants such Sublicense after filing of an IND but prior to the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense; and (c) if Licensee grants a Sublicense after the Initiation of a Phase II Clinical Trial with respect to any Licensed Product or Royalty Product that is the subject of such Sublicense, Licensee shall pay Harvard an amount equal to [**] percent ([**]%) of all Non-Royalty Sublicense Income received in connection with such Sublicense. 6.5.3 Notwithstanding anything to the contrary in this Agreement, if Licensee or any of its Affiliates receives a payment constituting Non-Royalty Sublicense Income that is directly attributable to the occurrence of a milestone event described in Section 6.3 or a circumstance substantially equivalent to such milestone event and Licensee has paid or is obligated to pay to Harvard its due share of such Non-Royalty Sublicense Income under this Section 6.5, any amounts paid under Section 6.3 with respect to such milestone may be deducted from Non-Royalty Sublicense Income on which Licensee must pay fees to Harvard under this Section 6.5. 6.5.4 Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Royalty Product shall expire on is executed after the expiration first dosing of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such Royalty Product. Licensee’s obligations under this Section 6.5 with respect to any Sublicense that includes rights to make and/or sell any Licensed Product that is not the first patient in a Royalty Product shall expire on expiration Phase 2 Clinical Trial of Licensee’s royalty payment obligations under Section 6.4.1 with respect to such a Licensed Product. 13. 4.5.2 Any cash payment due to Isoprene under this Section 7.1 4.5 shall be paid in accordance with Section 7.3. 4.5.3 Isoprene shall have the option, in its sole discretion, to have any non-cash Sublicense Income (including without limitation securities) either: (a) paid in kind by Licensee transferring and delivering to Isoprene the required percentage of Sublicense Income; or (b) paid by the Licensee in the cash equivalent of the License Agreement fair market value of the Sublicense Income. If paid to Isoprene within fifteen (15) days following Licensee’s receipt, the Sublicense Income shall be valued at the fair market value as of the date of payment to Licensee If Licensee cannot transfer and deliver the Sublicense Income within fifteen (15) days of Licensee’s receipt without violating an applicable law, regulation, or other legal requirement, or the terms of any agreement or other arrangement with a third party (including the Sublicensee), then Licensee shall transfer and deliver the portion of the Sublicense Income payable to Isoprene pursuant to Section 4.5.1 as soon as the transfer is replaced permitted. As to form of Sublicense Income that cannot be valued as contemplated by this Section 4.5.3, the parties shall negotiate in good faith to arrive at a mutually agreeable solution under which Isoprene shall receive its entirety with required Sublicense Income payment. Any dispute as to the following:proper valuation of the portion of Sublicense Income payable to Isoprene shall be resolved pursuant to the dispute resolution procedures set forth in Article XIII.