Common use of Sublicense Clause in Contracts

Sublicense. (a) The license granted in Section 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only for as long as this license is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights. (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights (including through multiple tiers) to third parties during the Term but only for as long as this license is exclusiveTerm. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express prior written consent of UNIVERSITY. The supply Cornell, such consent not to be unreasonably refused; provided, however, that in the event that, prior to the execution of goodsany such Sublicense, services, or leased space between LICENSEE and Cornell discuss and agree in good faith on the Licensee and Sublicensee shall not be considered treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.subsection 2.2b(i) shall not apply; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY Cornell (and, if applicable, the Sponsor's Rights) and contained in this Agreement; (iii) promptly provide UNIVERSITY Cornell with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information issued and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate any amendment made to this Agreement.any Sublicense; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY Cornell from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY Cornell from Sublicensees. (c) Upon Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effective, upon termination of this Agreement for any reason, UNIVERSITYCornell, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all SublicensesCornell said Sublicense. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term Term, but only for as long as this license is exclusive[***]. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party [***] for the license grant under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.[***]; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the Sponsor’s Rights) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, issued which shall may be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.reasonably redacted; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses however, UNIVERSITY will not unreasonably withhold its permission allowing LICENSEE to assign to UNIVERSITY any Sublicenses. , provided (di) If LICENSEE grants a license that the Sublicensee is in good standing upon termination of this Agreement; (ii) [***], and (iii) to a third party under its own interest the extent UNIVERSITY is legally able. In no case, however, will UNIVERSITY be bound by duties and obligations contained in any Patent RightsSublicense that extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement. For the avoidance of doubt, Affiliate’s rights extended by LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under terminate upon termination of this Section 2.2Agreement.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights sublicenses to third parties during the Term but only for as long as this license is exclusive[…***…]. (b) With respect to Sublicense sublicenses granted pursuant to Paragraph 2.2(a), 2.2 LICENSEE shall: (i1) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.[…***…]; (ii2) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the Sponsor’s Rights) and contained in this Agreement; (iii3) promptly provide UNIVERSITY with a copy of each Sublicense sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv4) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole reasonable discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. sublicenses; provided, however, that LICENSEE may submit a proposed sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed (di.e. UNIVERSITY will respond within forty-five (45) If LICENSEE grants a license to a third party under its own interest in any Patent Rightsdays after receipt of such proposal from LICENSEE), LICENSEE and if UNIVERSITY approves such sublicense, then such sublicense shall also concurrently grant become a Sublicense under Patent Rights to said third party under direct license between the Sublicensee and UNIVERSITY upon termination of this Section 2.2Agreement for any reason, provided that such Sublicensee is not the cause of the termination of this Agreement.

Sublicense. Subject to the terms and conditions of this Agreement and Company’s and Sublicensee’s compliance therewith, Company (abut not an Affiliate) The license granted in Section 2.1 includes will have the right of LICENSEE to grant Sublicenses Sublicenses. Company will only grant a Sublicense pursuant to a valid and binding written agreement that expressly states that such Sublicense is subject to, and the applicable Sublicensee must comply with, all the terms and conditions of UNIVERSITY’s interest this Agreement applicable to the Company (including the terms providing for termination of such Sublicense in the Patent Rights event this Agreement terminates and providing that University is a third-party beneficiary to third parties during the Term but only for as long as this license is exclusive. (b) With respect such Sublicense); provided, that such Sublicensee may not grant further sublicenses or otherwise transfer such Sublicense, except to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receivehave Licensed Products made, or agree to receive, anything of value in lieu of cash as consideration from a packaged and labeled by third party under a Sublicense granted contractor(s) on behalf of the Sublicensee or its Affiliates and delivered to a Sublicensee without the express written consent of UNIVERSITY. The supply of goodsor its Affiliates for sale by Sublicensee or its Affiliates, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights. (ii) to the extent applicablehave third party contractor(s) manage or assist in development of Licensed Products on behalf of Company, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; Affiliates or Sublicensees (such as clinical trial management) or (iii) promptly distribute Licensed Products on behalf of Sublicensee or its Affiliates. In the event of any inconsistency between the Sublicense and this Agreement, this Agreement will control. Any Sublicense that does not comply with the terms and conditions of this Agreement is null and void ab initio. Company will provide UNIVERSITY University with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2amendment thereof. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon the termination of this Agreement Agreement, University will, upon the request of a Sublicensee in good standing, offer for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. a period of ninety (d90) If LICENSEE grants days a license directly from University on the same terms as provided to a third party under its own interest in any Patent RightsCompany herein to the extent of the field and territory as granted that sublicensee by Company. If no agreement is accepted within such ninety (90) day period, LICENSEE shall also concurrently grant a Sublicense under Patent Rights University will have no further obligation to said third party under this Section 2.2such Sublicensee.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term Term, but only for as long as this license is exclusive[***]. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive[***] for the license grant under Sublicense [***] in a timely fashion, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.which [***]; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the Sponsor’s Rights) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, issued which shall may be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.reasonably redacted; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. , provided, however, UNIVERSITY will not unreasonably withhold its permission allowing LICENSEE to assign to UNIVERSITY any Sublicenses, provided further, that if the Sublicensee requests an assignment, UNIVERSITY will accept such assignment of the Sublicense, provided (di) If LICENSEE grants a license that the Sublicensee is in good standing upon termination of this Agreement; (ii) [***]; and (iii) to a third party under its own interest the extent UNIVERSITY is legally able to accept such assignment. In no case, however, will UNIVERSITY be bound by duties and obligations contained in any Patent RightsSublicense that extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement. For the avoidance of doubt, Affiliate’s rights extended by LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under terminate upon termination of this Section 2.2Agreement.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights Sublicense to third parties during the Term but only for as long as this the license is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the rights and obligations of the US Government under 35 U.S.C. §§ 200-212 and the VA/UC Agreement) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses; provided, however, that LICENSEE may submit a proposed Sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed, and if UNIVERSITY approves such Sublicense, and Sublicensee agrees to the terms of this Agreement, then such Sublicense shall also become a direct license between Sublicensee and UNIVERSITY upon termination of this Agreement for any reason. (d) If LICENSEE grants a license to a third party under its own interest in the Field in any Patent Rightspatent rights claiming Invention, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2Paragraph.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights sublicense to third parties during the Term but only for as long as this the license for Patent Rights is exclusive. (b) With respect to Sublicense sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i1) not shall have the right to receive, or agree to receive, anything of value in lieu of cash as consideration considerations from a third party under a Sublicense sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express written fee consent of UNIVERSITY. The supply , provided that, LICENSEE supplies UNIVERSITY with sufficient relevant information such that the UNIVERSITY and LICENSEE can determine the fair value of goods, services, or leased space between the Licensee and Sublicensee shall not be considered such non-cash consideration, and thereby, the UNIVERSITY’S fair share of consideration under this paragraph receivable. Should UNIVERSITY and LICENSEE fail to agree upon the extent fair value of the supply non-cash consideration, the LICENSEE shall employ an independent third party, mutually agreeable to both the UNIVERSITY and LICENSEE, to make such a determination. Both parties agree that the determination of goods, services, or leased space are at the independent third party shall be final and binding upon both parties with respect to appropriate fair market value for dealings with unrelated third parties and with no premium due to of the sublicensed rights in the Patent Rights.non-cash consideration; (ii2) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the Sponsor’s Rights) and contained in this Agreement; (iii3) subject to appropriate confidentiality obligations, promptly provide UNIVERSITY with a copy of each Sublicense sublicense issued, which shall be LICENSEEwith sufficient relevant information such that the UNIVERSITY can determine the fair value of the agreement and UNIVERSITY’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions fair share of a Sublicense that do not relate to this Agreement.consideration receivable; and (iv4) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver subject to appropriate confidentiality obligations, all reports due, directly or indirectly, to UNIVERSITY from Sublicensees, with sufficient relevant information such that the UNIVERSITY can determine the fair value and UNIVERSITY’s fair share of consideration receivable. (c) Upon Subject to Article 7.1 herein, upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicensessublicenses. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights sublicenses to third parties during the Term but only Term. The terms and conditions of any sublicense shall be in accordance with sound and reasonable business practices in the international pharmaceutical business for as long as this license is exclusivecompanies like the LICENSEE and any fees charged shall be reasonable within the ambit of comparable rights granted by comparable third parties therein. (b) With respect to Sublicense any sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i1) not receive, or agree to receive, anything of value in lieu of cash other than equity in a third party counterparty as consideration considerations from a third party under a Sublicense sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express prior written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee which shall not be considered non-unreasonably withheld, whereby a commercially reasonable value shall be attributed to such transfer (incl. to equity in a third party counterparty) and sublicense consideration in lieu of cash consideration under this paragraph to and valuated as Sublicense Fees by the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties LICENSEE and with no premium due to the sublicensed rights in the Patent Rights.UNIVERSITY; (ii2) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii3) promptly notify UNIVERSITY of each sublicense agreement entered into and provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.such sublicense agreement; and (iv4) use all Commercially Reasonable Efforts to collect all LICENSEE payments under the sub-license and guarantee payment of forward all payments duedue by LICENSEE, directly or indirectly, to UNIVERSITY on the terms and conditions hereof from any Net Sales, sublicense fees or sublicense consideration in kind of Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees, whereby Paragraph 5.3 remains reserved. (c) Upon termination of this Agreement in accordance with its terms for any reasonwhatever reasons, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall have to cancel or to assign to UNIVERSITY any and all Sublicensessublicenses provided that sublicensee wishes to receive such direct license from the CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. Licensee shall have no right to sublicense the Licensed Property except that Licensee shall be permitted to sublicense the Licensed Property to Aquarium Suppliers solely to the extent necessary for such Aquarium Suppliers to assist with the Purpose or as otherwise expressly permitted by Licensor in writing. Licensee's right to sublicense the Licensed Property to Aquarium Suppliers is subject to the following: (a) The license granted in Section 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only for as long as this license is all sublicenses shall be non-exclusive. , non-transferrable and non-sublicensable; (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything no sublicense may exceed the scope of value in lieu of cash as consideration from a third party under a Sublicense rights granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights. (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. ; (c) Upon in the event of any expiration or termination of this Agreement for any reasonAgreement, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel all sublicense rights will automatically terminate effective as of the expiration or assign to UNIVERSITY any and all Sublicenses. termination date of this Agreement; (d) If LICENSEE grants Licensee shall require all sublicensees to agree in writing to be bound by the applicable terms and conditions of this Agreement; (e) Licensor shall be a license third-party beneficiary to a third party under the sublicense agreement, with an independent right to enforce the same; (f) all rights and goodwill arising out of use of the Licensed Property by such sublicensees shall inure to the sole benefit of Licensor; and (g) Licensee shall be responsible and liable for the acts or omissions of its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights sublicensees as if such acts or omissions were the acts or omissions of Licensee. Subject to said third party under this Section 2.2, the granting of sublicenses shall be in Licensee's sole and exclusive discretion, including with respect to (x) the identity of any sublicensee, (y) the applicable licensee fees or royalty rates, if any, and (z) other terms and conditions of the sublicense.

Sublicense. (a) The license granted in Section 2.1 includes Subject to the terms and conditions of this Agreement, Company and its applicable Affiliates and Sublicensees will have the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only for as long as this license is exclusive. (b) With respect to through multiple tiers. Each Sublicense must be granted pursuant to Paragraph 2.2(a)a valid and binding written agreement that expressly states that such Sublicense is subject to, LICENSEE shall: (i) not receiveand the applicable Sublicensee is obligated to comply with, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights. (ii) to the extent applicable, include in any Sublicense all of the terms and conditions of this Agreement applicable to the Company: Sections 2.B.iii, 2.E, 2.G.i, 2.H, 8.C, 8.F, 9.A, 9.B and 9.I (the “Flow-Down Provisions”) (including providing that University is a third-party beneficiary to such provisions of such Sublicense). As specified in Section 2.I, Company will use reasonable efforts to ensure that all Licensed Entities will comply with all such terms and conditions of this Agreement applicable to Company. In the event of any inconsistency between the Sublicense and any of the Flow-Down Provisions, the applicable Flow-Down Provisions will control with respect to the rights of hereunder subject to such Sublicense. Any Sublicense that does not include the Flow-Down Provisions is null and obligations due to UNIVERSITY and contained in this Agreement; (iii) void ab initio. Company will promptly after Company’s receipt thereof provide UNIVERSITY University with a copy of each Sublicense issuedand any amendments thereof; provided, which shall that, any Sublicense may be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do redacted to delete any terms not relate material to compliance with this Agreement. Any entity that is an Affiliate may, instead of obtaining rights through Section 2.A, be granted rights as a Sublicensee. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted Repligen hereby grants to ImClone, as well as its present and future Affiliates, a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, except as explicitly provided in Section 2.1 includes 4.2, sublicense throughout the Territory under the Sublicensed Patent Rights: (i) to use, make, have made, import, offer to sell, sell, market, promote, distribute, develop and/or commercialize Sublicensed Products in the Sublicensed Field, without the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest sublicenses; and (ii) to practice, have practiced, use, sell and/or commercialize Sublicensed Processes in the Patent Rights Sublicensed Field, without the right to third grant sublicenses. Without limiting the foregoing, Repligen and M.I.T. each acknowledge and agree (1): that the foregoing sublicense covers, and is hereby extended to, (A) [*], their respective Affiliates and sublicensees pursuant to the terms and conditions of such agreements ImClone has entered into with such parties, as amended and as may be amended from time to time, and (B) any other collaboration partners, sublicensees and subsublicensees of ImClone relating to Sublicensed Products and/or Sublicensed Processes in the Sublicensed Field throughout the Territory pursuant to the terms and condition of such agreements ImClone may have with such parties during for the Term but only commercialization of ImClone products; and (2) the foregoing sublicense grant covers any and all past activities of (A) ImClone, (B) ImClone’s present and past Affiliates, and (C) present and past collaboration partners, licensees and sublicensees relating to Sublicensed Products and/or Sublicensed Processes in the Sublicensed Field throughout the Territory for as long as this license is exclusive.the commercialization of ImClone products. * – Confidential Treatment Requested (b) With respect to Sublicense granted Except as expressly set forth pursuant to Paragraph 2.2(a)this Section 2.1, LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee ImClone shall not be considered non-cash consideration acquire any license or other intellectual property interest under this paragraph to the extent the supply of goodsAgreement, servicesby implication or otherwise, including Patents, know-how, trademarks or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rightscopyrights owned or licensed by Repligen, M.I.T. or their respective Affiliates. (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted ChiRex hereby grants Sepracor a worldwide, exclusive (even as to --- ChiRex) sublicense under the Patent Rights, to develop, make, use and sell (i) those compounds included in Section 2.1 includes Exhibit C-1 attached hereto and made a part hereof; (ii) Combinatorial Chemistry Libraries (as defined below) of chiral or achiral compounds; and (c) compounds in the right Combinatorial Chemistry Libraries in quantities of LICENSEE less than one (1) kilogram. In addition, ChiRex further grants to grant Sublicenses of UNIVERSITY’s interest in Sepracor a worldwide non-exclusive sublicense under the Patent Rights to third parties during manufacture pharmaceutical fine chemical intermediates and pharmaceutical active ingredients for the Term but only for clinical and laboratory use of Sepracor and its licensees. Such sublicenses shall bear the terms and conditions as long set forth in Articles II, V, VII, VIII, IX, X, XII and XV of the and Sepracor hereby represents and warrants that it has a copy of the License Agreement, is familiar with its terms and will comply with such terms. Notwithstanding Section 4.1(d) of the License Agreement, Licensor will receive the same royalties on Net Sales of Licensed Products by Sepracor as this license is exclusiveit would receive on Net Sales of Licensed Products by ChiRex. (b) With respect The sublicense granted per subsection (a) above shall include the --- right to Sublicense sublicense (within the scope of the rights granted pursuant to Paragraph 2.2(a), LICENSEE shall: therein) third parties without ChiRex's consent provided (i) not receiveall sublicenses granted by Sepracor will be in writing, or agree charge sublicensees royalties per Section 4.1(d) of the License Agreement, and expressly require all sublicensees to receive, anything comply with the terms of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights. License Agreement; (ii) to the extent applicable, include in any Sublicense all of the rights Sepracor provides Licensor and ChiRex with notice of and obligations due to UNIVERSITY a copy of all written sublicenses entered into; and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy Sepracor and not ChiRex, shall remain responsible for the performance, collection and remission of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of royalties by all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicenseesits sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITYSepracor shall have the right to notify ChiRex in writing, at any --- time after Sepracor or one of its sole discretionlicensees begins clinical trials, that it wishes to add to Exhibit C-1 any (i) active metabolite compound; or (ii) single isomer pharmaceutical compound; or (iii) other chiral compound which is identified as being from a Combinatorial Chemistry Library; such compounds shall determine whether LICENSEE shall cancel or assign be added to UNIVERSITY any Exhibit C-1 subject to the procedures and all Sublicensesterms set out in Exhibit C of the Technology Agreement. (d) If LICENSEE grants As used herein, "Combinatorial Chemistry Library" shall mean any --- group of 25 or more compounds related in structure and synthesized contemporaneously from a license common intermediate in quantities of no more than one hundred grams per compound. (e) Licensor hereby consents to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently the grant a Sublicense under Patent Rights of the sublicense to said third party under this Section 2.2--- Sepracor specified herein.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights sublicense to third parties during the Term but only for as long as this the license is exclusive. (b) With respect to Sublicense sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i1) not receive, or agree to receive, anything of value in lieu of cash as consideration considerations from a third party under a Sublicense sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee which shall not be considered non-withheld provided that LICENSEE can reasonably demonstrate the equivalent cash consideration under this paragraph to the extent the supply value of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rightssuch considerations. (ii2) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the Sponsor's Rights) and contained in this Agreement; (iii3) promptly provide UNIVERSITY with a copy of a summary of the non-confidential material terms of each Sublicense sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv4) collect and guarantee forward payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. (d) If LICENSEE grants . In the event UNIVERSITY elects to cancel the sublicense of any Sublicensee, such Sublicensee may make a written request to University to enter into negotiations for a license agreement with UNIVERSITY. UNIVERSITY agrees to negotiate in good faith a third party under its own interest license agreement, with a grant of rights similar in any Patent Rightsscope to that granted by LICENSEE to such Sublicensee, LICENSEE shall also concurrently grant a Sublicense under Patent Rights with terms and conditions substantially equivalent to said third party under those in this Section 2.2Agreement.

Sublicense. (a) The license Subject to compliance with the terms of this Section 2.2(a), the exclusive licenses granted in Section 2.1 includes to Licensee include the right of LICENSEE Licensee to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties in the Field of Use and in the Territory during the Term Term, but only for as long as this to the extent that and during the period of time that the license to the applicable Dartmouth IP is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE exclusive and provided that Licensee shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a such Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goodsDartmouth, services, or leased space between the Licensee and Sublicensee shall not to be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.unreasonably withheld; (ii) to the extent applicable, include in any Sublicense all of limit the rights granted under the Sublicense to comply with the scope of and obligations due rights granted to UNIVERSITY and contained in Licensee under this Agreement; (iii) prohibit any further sublicenses by the Sublicensee; (iv) obligate each Sublicensee to carry insurance and indemnify Dartmouth to the same extent as Licensee’s obligations under this Agreement; (v) make no warranties or representations on behalf of Dartmouth nor agree to any liability on behalf of Dartmouth (vi) include Dartmouth’s rights set forth in Section 2.2(b) with respect to the Sublicense upon termination of this Agreement; (vii) include the provision required by Section 8.2; (viii) promptly provide UNIVERSITY Dartmouth with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; (ivix) use commercially reasonable efforts to collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY Dartmouth from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY Dartmouth from Sublicensees; and (x) include Dartmouth as a named third party beneficiary under each Sublicense. (cb) Upon Unless a Sublicensee receives written agreement to the contrary from Dartmouth prior to the date on which the Sublicense becomes effective, upon the expiration or termination of this Agreement for any reason, UNIVERSITYDartmouth, at its sole discretion, shall determine whether LICENSEE shall cancel may take any of the following actions: terminate the Sublicense, accept assignment of the Sublicense from Licensee, or assign reissue the license directly to UNIVERSITY any Sublicensee from Dartmouth on reasonable terms and all Sublicensesconditions to be negotiated in good faith. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted in Section 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only for as long as this the license is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether UNIVERSITY may terminate a Sublicensee but may allow LICENSEE shall cancel or to assign to UNIVERSITY any Sublicenses provided a) that the Sublicensee is in good standing upon termination of this Agreement with Licensee; b) the Sublicensee is not currently involved in litigation as an adverse party to the UNIVERSITY; and all c) the Sublicensee is not operating in countries that UNIVERSITY is unable to do business with. In no case, however, will UNIVERSITY be bound by duties and obligations contained in any Sublicense that extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement. If a Sublicense survives, the Sublicensee will promptly agree in writing to be bound by the terms of this Agreement, including but not limited to, in lieu of the payment obligations under the applicable Sublicense agreement, payment to the UNIVERSITY of milestone, earned royalty, patent reimbursement, and Sublicense fees required under Article 3. If there is more than one Sublicense that survives the termination of this Agreement, the payment obligations described above may be prorated among the Sublicenses. (d) If Mandatory Sublicensing: (I) At any time after […***…] from the Effective Date, if LICENSEE grants […***…], then UNIVERSITY shall give notice to LICENSEE. LICENSEE shall, within […***…] of such notice, either (i) complete a license Sublicense grant to a third party under its own of a scope that would permit the third party to develop and commercialize a Licensed Product of interest to the third party as set forth in any Patent Rightsthe development plan, or (ii) provide UNIVERSITY a detailed plan acceptable to UNIVERSITY for the development, manufacture and commercialization of a product in such area of usage. LICENSEE shall also concurrently begin actual implementation of, and maintain, such a plan immediately. Such plan shall become part of the terms of this Agreement. If LICENSEE does not either (i) complete a Sublicense grant or (ii) demonstrate implementation of said development plan within […***…] of receipt of such notice from UNIVERSITY, then UNIVERSITY shall have the right to exclude such indication from LICENSEE’s Exclusive Field. (II) In the event that LICENSEE and the third party are unable to reach agreement and LICENSEE does not grant a Sublicense under Patent Rights to said the third party within [...***...] after the notice specified in the above paragraph of 3.3(c), or refuses to grant such Sublicense under this Section 2.2reasonable terms, then LICENSEE shall promptly submit to UNIVERSITY a written report specifying the license terms proposed by the third party and a written justification for the LICENSEE’s refusal or failure to grant such Sublicense. If UNIVERSITY, […***…].

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights sublicenses to third parties during the Term but only for as long as this license is exclusive[…***…]. (b) With respect to Sublicense sublicenses granted pursuant to Paragraph 2.2(a), 2.2 LICENSEE shall: (i1) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.[...***...]; (ii2) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the Sponsor’s Rights) and contained in this Agreement; (iii3) promptly provide UNIVERSITY with a copy of each Sublicense sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv4) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole reasonable discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. sublicenses; provided, however, that LICENSEE may submit a proposed sublicense to UNIVERSITY in advance for UNIVERSITY’s prior approval, such approval not to be unreasonably withheld or delayed (di.e. UNIVERSITY will respond within forty-five (45) If LICENSEE grants a license to a third party under its own interest in any Patent Rightsdays after receipt of such proposal from LICENSEE), LICENSEE and if UNIVERSITY approves such sublicense, then such sublicense shall also concurrently grant become a Sublicense under Patent Rights to said third party under direct license between the Sublicensee and UNIVERSITY upon termination of this Section 2.2Agreement for any reason, provided that such Sublicensee is not the cause of the termination of this Agreement.

Sublicense. (a) The license granted in Section 2.1 includes P&GP shall have the right of LICENSEE to grant Sublicenses of UNIVERSITYsublicense the rights granted by Noven under Section 3.01 in any territory throughout the world if, and only if, P&GP obtains Noven’s interest in the Patent Rights to third parties during the Term but only for as long as this license is exclusiveprior written consent, which consent shall not be unreasonably withheld or delayed (any such sublicensee approved by Noven, a “Permitted Sublicensee”). (b) With respect In the event Noven shall consent to Sublicense granted any sublicense by P&GP pursuant to Paragraph 2.2(aSection 3.04(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and applicable Permitted Sublicensee shall not be considered non-cash consideration under this paragraph obligated in writing to the covenants and agreements (to the extent applicable to such Permitted Sublicensee) of, and the supply restrictions and limitations imposed upon, P&GP hereunder, including the representations and warranties set forth in Sections 8.02(a), (b), (c), (d), (f), (g), (h) and (j) of goodsthis Agreement, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights. (ii) no such sublicense shall relieve P&GP of any of its obligations or liabilities under this Agreement, and (iii) P&GP shall be responsible for, and liable to Noven in respect of, any action or inaction taken by any such Permitted Sublicensee to the same extent applicablethat P&GP would have been responsible or liable to Noven had P&GP taken or failed to take such action, include and P&GP shall be responsible for the payment of Royalties based upon any and all sales of Products by such sublicensee in accordance with Article VI. Noven shall be an express third party beneficiary to any Sublicense all agreement between P&GP and each Permitted Sublicensee that sublicenses any of the rights of or licenses granted to P&GP hereunder. No Permitted Sublicensee shall have any right to further sublicense, assign or otherwise transfer any rights granted to such Permitted Sublicensee hereunder, and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon upon the termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, all sublicenses granted hereunder shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any terminate and all Sublicenses. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party rights granted under this Section 2.2Agreement to any Permitted Sublicensee shall revert immediately to Noven.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to Affiliates or third parties during the Term but only for as long as this the license is exclusiveexclusive (except in the case of US Patent No. 8,212,009 where the Agreement is nonexclusive). If at any time an Affiliate no longer qualifies as an Affiliate under this Agreement, then any sublicense to the former Affiliate has to satisfy the requirements of paragraph 2.2(b). (b) With respect to Sublicense granted to third parties pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY (and, if applicable, the Sponsor’s Rights) and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights (including through multiple tiers) to third parties during the Term but only for as long as this as, and only in parts of the Field, for which the license for Patent Rights is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express prior written consent of UNIVERSITY. The supply Cornell, such consent not to be unreasonably refused; provided, however, that in the event that, prior to the execution of goodsany such Sublicense, services, or leased space between LICENSEE and Cornell discuss and agree in good faith on the Licensee and Sublicensee shall not be considered treatment of any such non-cash consideration and how to apply an appropriate percentage of such non-cash consideration or the revenue resulting to LICENSEE attributable to any such non-cash consideration in percentages equal to the percentages as set forth below for Sublicense fees, then the requirement to obtain the consent of Cornell under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.subsection 2.2b(i) shall not apply; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY Cornell (and, if applicable, the Sponsor's Rights) and contained in this Agreement; (iii) promptly provide UNIVERSITY Cornell with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information issued and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate any amendment made to this Agreement.any Sublicense; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY Cornell from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY Cornell from Sublicensees. (c) Upon Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee and becomes effective, upon termination of this Agreement for any reason, UNIVERSITYCornell, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all SublicensesCornell said Sublicense. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights Sublicense to third parties during the Term but only for as long as the license granted for Patent Rights in this license Agreement is exclusive; provided, that the conversion of a license from an exclusive license into a non-exclusive license shall not invalidate any Sublicense in effect at the time the license becomes non-exclusive, but the rights of the Sublicensee shall become non-exclusive to the same extent as the rights of LICENSEE. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party [*Certain information has been omitted under a Sublicense granted to a Sublicensee without request for confidential treatment, and the express written consent of UNIVERSITY. The supply of goods, services, or leased space between omitted information has been filed with the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.Commission]; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY Cornell and HHMI and contained in this Agreement; including, without limitation, a provision binding sublicensees to all terms hereof intended for the protection of Cornell and other indemnified parties, including HHMI, against liability or loss; (iii) promptly provide UNIVERSITY Cornell with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information issued and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate any amendment made to this Agreement.any Sublicense; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY Cornell from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY Cornell from Sublicensees. (c) Upon Unless a Sublicense receives written consent from Cornell prior to its issuance by LICENSEE to the Sublicensee, upon termination of this Agreement for any reason, UNIVERSITYCornell, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY Cornell said Sublicense; provided, that Cornell shall assume, perform, and absolve LICENSEE from any and all Sublicensesobligations of LICENSEE under any Sublicense assumed by Cornell. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. (a) The license granted in Section 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only for as long as this the license is exclusive. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether UNIVERSITY may terminate a Sublicensee but may allow LICENSEE shall cancel or to assign to UNIVERSITY any Sublicenses provided a) that the Sublicensee is in good standing upon termination of this Agreement with Licensee; b) the Sublicensee is not currently involved in litigation as an adverse party to the UNIVERSITY; and all Sublicenses. (dc) If LICENSEE grants a license the Sublicensee is not operating in countries that UNIVERSITY is unable to a third party under its own interest do business with. In no case, however, will UNIVERSITY be bound by duties and obligations contained in any Patent Rights, LICENSEE shall also concurrently grant Sublicense that extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement. If a Sublicense survives, the Sublicensee will promptly agree in writing to be bound by the terms of this Agreement, including but not limited to, in lieu of the payment obligations under Patent Rights the applicable Sublicense agreement, payment to said third party the UNIVERSITY of milestone, earned royalty, patent reimbursement, and Sublicense fees required under this Section 2.2.Article 3. If there is more than one Sublicense Page 6 of NUMPAGES 25

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only for as long as this license is exclusive[***]. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party [***] for the license grant under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.[***]; (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, issued which shall may be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.reasonably redacted; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel or assign to UNIVERSITY any and all Sublicenses. ; provided, however, that if the Sublicensee requests an assignment, UNIVERSITY will accept such assignment of the Sublicense, provided (di) If LICENSEE grants a license that the Sublicensee is in good standing upon termination of this Agreement; (ii) [***]; and (iii) to a third party under its own interest the extent UNIVERSITY is legally able to accept such assignment. In no case, however, will UNIVERSITY be bound by duties and obligations contained in any Patent RightsSublicense that extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement. For the avoidance of doubt, AFFILIATES’ rights extended by LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under terminate upon termination of this Section 2.2Agreement.

Sublicense. (a) The license granted in Section Paragraph 2.1 includes the right of LICENSEE (i) to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties parties, through multiple tiers of Sublicensees, during the Term but only for as long as this the license is exclusiveexclusive with respect to any Patent Rights and (ii) to grant sublicenses to Affiliates, through multiple tiers of Affiliates and Sublicensees. (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything of value any non-cash consideration in lieu of cash as consideration from a third party under a Sublicense granted pursuant to a Sublicensee Paragraph 2.2(a) without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.; (ii) to the extent applicableapplicable to the rights granted under a Sublicense, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly within [***] of the execution of the Sublicense agreement, provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement.; and (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITY may terminate a Sublicensee but will allow any Sublicenses granted by LICENSEE or its Affiliates prior to such termination to survive as direct licenses from UNIVERSITY provided a) that the Sublicensee is in good standing upon termination of this Agreement with Licensee; and b) the Sublicensee is not currently involved in litigation as an adverse party to the UNIVERSITY. In no case, at its sole discretionhowever, shall determine whether LICENSEE shall cancel or assign to will UNIVERSITY any be bound by duties and all Sublicenses. (d) If LICENSEE grants a license to a third party under its own interest obligations contained in any Sublicense that extends beyond the duties and obligations of the UNIVERSITY set forth in this Agreement. If a Sublicense survives, the Sublicensee will promptly agree in writing to be bound by the applicable terms of this Agreement, including but not limited to, in lieu of the payment obligations under the applicable Sublicense agreement from the LICENSEE to said Sublicensee, payment to the UNIVERSITY of milestone, earned royalty, patent reimbursement, and Sublicense fees required under Article 3 applicable to such Sublicensee. If there is more than one Sublicense that survives the termination of this Agreement, the payment obligations for Patent Costs may be prorated among the Sublicensees of relevant Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.

Sublicense. Licensee shall have no right to sublicense the Licensed Property except that Licensee shall be permitted to sublicense the Licensed Property to Aquarium Suppliers solely to the extent necessary for such Aquarium Suppliers to assist Licensee in performing Licensee’s obligations under the L&M Agreement or as otherwise expressly permitted by Licensor in writing. Licensee's right to sublicense the Licensed Property to Aquarium Suppliers is subject to the following: (a) The license granted in Section 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only for as long as this license is all sublicenses shall be non-exclusive. , non- transferrable and non-sublicensable; (b) With respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall: (i) not receive, or agree to receive, anything no sublicense may exceed the scope of value in lieu of cash as consideration from a third party under a Sublicense rights granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between the Licensee and Sublicensee shall not be considered non-cash consideration under this paragraph to the extent the supply of goods, services, or leased space are at fair market value for dealings with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights. (ii) to the extent applicable, include in any Sublicense all of the rights of and obligations due to UNIVERSITY and contained in this Agreement; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall be LICENSEE’s Confidential Information and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. ; (c) Upon in the event of any expiration or termination of this Agreement for any reasonAgreement, UNIVERSITY, at its sole discretion, shall determine whether LICENSEE shall cancel all sublicense rights will automatically terminate effective as of the expiration or assign to UNIVERSITY any and all Sublicenses. termination date of this Agreement; (d) If LICENSEE grants Licensee shall require all sublicensees to agree in writing to be bound by the applicable terms and conditions of this Agreement; (e) Licensor shall be a license third-party beneficiary to a third party under the sublicense agreement, with an independent right to enforce the same; (f) all rights and goodwill arising out of use of the Licensed Property by such sublicensees shall inure to the sole benefit of Licensor; and (g) Licensee shall be responsible and liable for the acts or omissions of its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights sublicensees as if such acts or omissions were the acts or omissions of Licensee. Subject to said third party under this Section 2.2, the granting of sublicenses shall be in Licensee's sole and exclusive discretion, including with respect to (x) the identity of any sublicensee, (y) the applicable licensee fees or royalty rates, if any, and (z) other terms and conditions of the sublicense.

Sublicense. (a) The license licenses granted in Section Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses of UNIVERSITY’s interest in the Patent Rights to third parties during the Term but only Term. LICENSEE may further grant to its Sublicensee(s) the right to grant their own Sublicense(s) to Sublicensee(s), who together shall be considered Sublicensee(s) holding a Sublicense for as long as all purposes of this license is exclusiveAgreement. The terms of each Sublicense agreement have to be consistent with the terms of this Agreement. (b) With respect to Sublicense Sublicenses granted pursuant to Paragraph 2.2(a), LICENSEE shall: : (i) not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted to a Sublicensee without the express written consent of UNIVERSITY. The supply of goods, services, or leased space between In the Licensee and Sublicensee shall not be considered event LICENSEE wishes to consider non-cash consideration under this paragraph for any Sublicense Fees, UNIVERSITY and LICENSEE shall first agree to the extent the supply equivalent cash-value of goodssaid consideration and LICENSEE shall pay to UNIVERSITY UNIVERSITY’S share in cash, services, or leased space are at fair market value for dealings in accordance with unrelated third parties and with no premium due to the sublicensed rights in the Patent Rights.Paragraph 3.1(d) below; (ii) to the extent applicable, include in any Sublicense all of the rights of and provisions to enable LICENSEE to perform its obligations due to UNIVERSITY and contained in this Agreement; ; (iii) promptly provide UNIVERSITY with a copy of each Sublicense issued, which shall may be redacted with respect to information that is not relevant to UNIVERSITY’s rights under this Agreement and deemed to be confidential by LICENSEE’s Confidential Information ; and shall be held in confidence as set forth in Section 10.2. LICENSEE may redact those portions of a Sublicense that do not relate to this Agreement. (iv) collect and guarantee payment of all payments due, directly or indirectly, to UNIVERSITY from any Sublicensees and summarize and deliver all reports due, directly or indirectly, to UNIVERSITY from Sublicensees. (c) Upon termination of this Agreement for any reason, UNIVERSITYLICENSEE will have the right to assign, at its sole discretioneffective as of the effective date of termination of this Agreement, shall determine whether LICENSEE shall cancel or assign this Agreement to UNIVERSITY any and all SublicensesSublicensees, and this Agreement will survive with respect to such Sublicensees; provided that (i) the Sublicensee is in good standing upon termination of this Agreement with LICENSEE; (ii) the Sublicensee is not involved in litigation as an adverse plaintiff party to the UNIVERSITY as of [**] after such termination, and (iii) the Sublicensee is not conducting business in a country barred by statute or executive order. In the event this Agreement is assigned to any Sublicensee and survives with respect to such Sublicensee, the Sublicensee will promptly agree in writing to be bound by the terms of this Agreement, including but not limited to payment to the UNIVERSITY of milestone payments, earned royalties, Sublicense Fees, and patent reimbursement required under Article 3. If this Agreement is assigned to and survives with respect to more than one Sublicense, the payment obligations described above may be prorated among the Sublicensees. (d) If LICENSEE grants a license to a third party under its own interest in any Patent Rights, LICENSEE shall also concurrently grant a Sublicense under Patent Rights to said third party under this Section 2.2.