Common use of Sublicense Clause in Contracts

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.24.3. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee. 2.2.5 If (i) Licensee or any of its Affiliates brings a Patent Challenge against UFRF, or (ii) Licensee or any of its Affiliates assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena), and (iii) UFRF does not choose to exercise its rights to terminate this Agreement pursuant to Section 9.3 then, in the event that such a Patent Challenge is successful, Licensee will have no right to recoup any consideration, including royalties, paid during the period of challenge. 2.2.6 In the event that a Patent Challenge is unsuccessful, Licensee shall reimburse UFRF for all reasonable legal fees and expenses incurred in its defense against the Patent Challenge.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayedthird parties. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition conditions of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.12.2.1 above, Licensee shall pay a royalty on Net Sales according to Section 4.2UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products or Licensed Processes sold by such Sublicensee. In addition, if Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of receives any fees fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense Sublicense, and such payments are not based directly upon the amount or value of Licensed Products Processes sold by Sublicensee the Sublicensee, then Licensee shall pay UFRF [**] of such payments within thirty (Fees30) days of receipt of any such fees from Sublicensee; provided, however, that Licensee shall not be obligated to make payment under this Section with respect to (a) amounts paid to Licensee to reimburse Licensee for patent costs paid by Licensee pursuant to Section 7; (b) equity investments in Licensee by a sublicensee up to [...***...]; [...***...] the amount of any Fees between [...***...] and [...***...]the fair market value of the equity purchased on the date of the investment; and [...***...] (c) reimbursement received by Licensee for actual future research and development costs for research or development to be performed by Licensee (together with subcontractors if applicable) and such cost designated for the development of Fees above [...***...]a Licensed Product or Licensed Process. Licensee shall not receive from Sublicensee Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. If Licensee or any of its Affiliates brings a Patent Challenge against UFRF, or (ii) Licensee or any of its Affiliates assists another party in bringing a Patent Challenge against UFRF (except as required under it court order or subpoena), and (iii) UFRF does not choose to exercise its rights to terminate this Agreement pursuant to Section 9.3 then, in the event that such a Patent Challenge is successful, Licensee will have no right to recoup any consideration, including royalties, paid during the period of challenge. In the event that a Patent Challenge is unsuccessful, Licensee shall reimburse UFRF for all reasonable legal fees and expenses incurred in its defense against the Patent Challenge. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of the Sublicense sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense sublicense agreements. 2.2.4 If In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is either unable not addressing or unwilling intending to serve or develop a potential market or market territory for which there is a company willing address, as evidenced by diligent developmental plan provided to be a SublicenseeUFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, Licensee will, at the time of receipt of the notice and at UFRF’s request, negotiate in Licensee shall enter into good faith discussions with such third party with respect to a Sublicense with any such SublicenseeSublicense.

Sublicense. 2.2.1 Licensee may shall have the sole and exclusive right to grant written Sublicenses sublicenses to Affiliates on prior notice any party with respect to UFRF. the rights conferred upon Licensee may grant written Sublicense under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to Third Parties the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to UFRF the prior review and consent written approval of Scripps, which review and consent approval shall not be unreasonably withheld or delayed. Howeverwithheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the terms form of sublicense attached hereto as Exhibit C. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales of such Affiliate or sublicensee the same as if said Net Sales had been made by Licensee. Each Affiliate and condition sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of this Agreement and Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any revenues, other than royalties, due Licensee pursuant to the termination grant of this Agreement. Licensee a sublicense to a party not an Affiliate shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of be reported to Scripps by Licensee. Licensee shall also include provisions in all Sublicenses pay to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) Scripps [...***...] of any such revenue, where such license is a bare patent license. As to all fees or other payments in consideration than for any rights granted under a Sublicense and such payments are not based directly upon bare patent license, the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee paid Scripps shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without be negotiated, based on the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution respective contributions of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received parties. In no event shall reasonable fees for performing research by Licensee from its Sublicensees pertinent to be included in any determination of the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing revenues to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicenseedue Scripps.

Sublicense. 2.2.1 5.1 NHRI grants Licensee may the right to grant written Sublicenses sublicenses to Affiliates on prior notice third parties under the conditions that (a) the Sublicensee shall agree to UFRF. abide by all the terms and provisions of this Agreement; (b) Licensee may grant written Sublicense to Third Parties subject to UFRF prior review shall remain fully liable for the performance of its and consent which review and consent shall not be unreasonably withheld or delayed. However, its Sublicensee’s obligations hereunder; (c) Licensee shall notify UFRF NHRI in writing of any grant of a sublicense within 30 days prior to such sublicense; and (d) Licensee shall provide to NHRI a copy of draft sublicense agreement and the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state Licensee represents that the Sublicense is effectiveness of such sublicense agreement between Licensee and Sublicensee shall be subject to the terms and condition of this Agreement . 5.2 Licensee shall furnish NHRI with a fully executed copy of any sublicense agreement, promptly after its execution, and copies of royalty reports provided to the termination Licensee by any sublicensees. 5.3 Licensee shall be responsible for any breach of a sublicense agreement by any sublicensee that results in a material breach of this Agreement. Licensee shall have either (a) cure such breach in accordance with Article 11 of this Agreement or (b) enforce its rights by terminating such sublicense agreement in accordance with the same responsibility for the activities terms thereof. 5.4 Twenty percent (20%) of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee Sublicensing Revenue shall also include provisions in all Sublicenses be distributed to provide NHRI, provided, however, that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights case sublicense scope includes Derivative Technology, distribution percentages of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted Sublicensing Revenue shall be negotiated and determined by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2both parties individually. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within Within thirty (30) days of the end of each calendar quarter during which Licensee receives Sublicensing Revenue, Licensee shall pay NHRI the amounts set forth above. After expiration of sublicensing agreements, distribution percentages shall still be effective continually. On a quarterly basis (every 3 months) Licensee shall report in writing to NHRI any Sublicensing Revenue earned in the preceding calendar quarter, and Licensee shall make any payment owed to NHRI. 5.5 If Licensee breaches or fails to perform its development obligation according to the Development Timeline set forth in Appendix 4 and has not rectified such breach within six (6) months after the execution date of notice by NHRI, NHRI will be relieved from restriction on sublicensing to third parties for exploitation as stipulated in Article 4.1 and may sublicense the Sublicense agreement and further agrees Licensed Patent Rights or Licensed Technology to forward to UFRF annually any third party at its own discretion except in the case of a copy clinical hold being placed on Licensee with a term not exceeding twelve months by any regulatory agency such as FDA or EMA or other competent regulatory agency concerning the conduct of such reports received by Licensee from its Sublicensees pertinent to any clinical trial during the payments under said Sublicense agreementsterm of this Agreement. 2.2.4 If Licensee is either unable 5.6 The Licensed Technology or unwilling to serve or develop a potential market or market territory for which there is a company willing Licensed Patent to be a Sublicenseesublicensed in Mainland China (including Hong Kong and Macau) shall be subject to this Article and the following conditions: (a) written notification from Licensee to NHRI in advance, Licensee will(b) prior written consent by NHRI to Licensee, at UFRF’s requestand (c) the approval from Ministry of Health and Welfare and the Ministry of Economic Affairs of Republic of China (Taiwan, negotiate R.O.C.) obtained in good faith a Sublicense with any such Sublicenseeadvance pursuant to “Licensing Measures for Investment or Technical Cooperation in Mainland China” and the related law and regulations.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review During the Term and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement conditions set forth herein, UFRF hereby grants to the Licensee the right to grant sublicenses to third parties (the “Sublicensees”) under the Licensed Patents in the Licensed Fields and in the Licensed Territory to make, have made, use, sell, and otherwise distribute the Licensed Products and to practice the termination Licensed Processes. The Licensee shall cause each of the Sublicensees to enter into a “Sublicense Agreement” upon terms and conditions satisfactory to the Licensee; provided that the terms and conditions of each Sublicense Agreement shall not be inconsistent with the terms and conditions of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. Notwithstanding the foregoing, the parties hereto agree that certain non-cash consideration would be highly desirable in that it would enhance Licensee’s valuation and/or enhance Licensee’s strategic position in the CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. gene therapy field; therefore UFRF shall not unreasonably withhold such permission. In the event that Licensee requests UFRF’s permission in writing, and UFRF does not respond to such request for permission within thirty (30) days of such request, permission will be deemed given by UFRF. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement; however, UFRF may enter into a license agreement with such Sublicensee with respect to the Licensed Patents. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. 2.2.3 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments in the manner specified in Section 3.6. Licensee shall provide UFRF with a final unredacted copy of each Sublicense sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after of the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreementssublicense agreement. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.

Sublicense. 2.2.1 Licensee may grant sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph and subject to Licensors prior written Sublicenses approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to Affiliates its validity and enforceability, each sublicense agreement shall: (a) incorporate by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement, (c) prohibit Sublicensee’s further sublicense of the rights delivered hereunder, (d) name Licensors as an intended third party beneficiaries of the obligations of Sublicensee without imposition of obligation or liability on prior notice the part of Licensors or its Inventors to the Sublicensee, (e) specifically incorporate Sections 5 “Certain Warranties and Disclaimers of UFRF; Representations by JHU”, 12 “Product Liability; Conduct of Business”, 13 “Use of Names”, into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, and, (f) bear signature from Licensors indicating Licensors’s review and approval of the sublicense agreement. Licensee shall provide to Licensors each proposed sublicense agreement, executed by both Licensee and proposed Sublicensee, for review, approval and signature by Licensors. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against Licensors, even though Licensors has approved the sublicense in writing. Licensee may grant written Sublicense written, exclusive Sublicenses to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicenseesthird parties. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.12.2.1 above, Licensee shall pay a royalty on Net Sales according to Section 4.2UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of receives any fees fees, minimum royalties, or other cash payments in consideration for any rights granted under a Sublicense Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to the Sublicensee, then Licensee shall pay UFRF [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]such payments in the manner specified in Section 4.5. Licensee shall not receive from Sublicensee Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF Licensors with a final unredacted copy of each Sublicense sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after prior to the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreementssublicense agreement. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement and to the termination of this Agreement. Licensee EPIcyte shall have the same responsibility for the activities of sole and exclusive right to grant sublicenses to any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent rights conferred upon EPIcyte under this Agreement, provided, however, that is any such sublicense shall be subject in all respects to the subject restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according license fee pursuant to Section 4.22.2 hereof). In addition, Licensee shall pay UFRF (subject EPIcyte agrees to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid forward to UFRF in conjunction with such transaction) [...***...] Scripps a copy of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, all sublicense agreements within thirty (30) days after of the execution of such sublicense agreements by the Sublicense agreement and further agrees parties thereto. EPIcyte shall pay Scripps, or cause its Affiliate or sublicensee to forward to UFRF annually a copy pay Scripps, the same royalties on all Net Sales of such reports Affiliate or sublicensee the same as if said Net Sales had been made by EPIcyte. Each Affiliate and sublicensee shall report its Net Sales to Scripps through EPIcyte, which Net Sales shall be aggregated with any Net Sales of EPIcyte for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any revenues, other than royalties, equity payments, and research and development payments, including costs for clinical testing due EPIcyte pursuant to the grant of a sublicense to a party not an Affiliate shall be reported to Scripps by EPIcyte. EPIcyte shall pay to Scripps [***] percent ([***]%) of the first one million Dollars ($1,000,000) or part thereof, [***] percent ([***]%) of the second one million Dollars ($1,000,000) or part thereof, and [***] percent ([***]%) of any additional sum of any such revenue for each sublicensing agreement. Revenues shall be limited to any up-front license fees and milestone payments received by Licensee from its Sublicensees pertinent EPIcyte pursuant to a sublicense of any rights granted EPIcyte hereunder. Monies paid to EPIcyte exclusively to fund research and development, to fund clinical testing, or in the form of a loan, are not subject to any royalty to Scripps. Any monies received in the form of an equity investment in EPIcyte, shall not be subject to any payment to Scripps. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the payments Company’s application requesting confidential treatment under said Sublicense agreementsRule 406 of the Securities Act. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.

Sublicense. 2.2.1 Licensee may shall have the sole and exclusive right to grant written Sublicenses sublicenses to Affiliates on prior notice any party with respect to UFRF. the rights conferred upon Licensee may grant written Sublicense under this Agreement, provided, however, that (i) any such sublicense shall be subject in all respects to Third Parties the restrictions, exceptions, royalty obligations, reports, termination provisions, and other provisions contained in this Agreement (but not including the payment of a license fee pursuant to Section 2.2 hereof) and (ii) each such sublicensee, and the form and substance of each such sublicense, shall be subject to UFRF the prior review and consent written approval of Scripps, which review and consent approval shall not be unreasonably withheld or delayed. Howeverwithheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall notify UFRF not be subject to Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the form of sublicense attached hereto as Exhibit B. Licensee shall pay Scripps, or cause its Affiliate or sublicensee to pay Scripps, the same royalties on all Net Sales made by Licensee, its Affiliate or sublicensee. Each Affiliate and sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to be paid to Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity ("Sublicense Revenue"), so long as said equity payment reflects the current fair market value of the initiation stock, as determined by such sublicensees' board of license negotiations with all potential Sublicenseesdirectors, which determination will be acceptable as long as it is reasonable and reflects industry standards in comparable arrangements, shall be reported to Scripps by Licensee. Any agreement granting a Sublicense shall state that For the Sublicense is subject to the terms and condition of this Agreement and to the termination first three years of this Agreement, the calculation of Scripps' percentage of Sublicense Revenue shall be based on a pro-rata contribution of Scripps Technology if it is sublicensed in combination with non-Scripps technology. For the fourth year and after Scripps shall receive [***] of the Sublicense Revenue with no reductions if sublicensed in combination with non-Scripps technology. Licensee shall have the same responsibility for the activities pay Scripps a portion of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect Sublicense Revenue according to the Licensed Patent that is the subject following schedule: First six (6) months after execution of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) this agreement [...***...] of any fees or other payments in consideration for any rights granted under a the Sublicense and such payments are not based directly upon the amount or value Revenue Second six (6) months after execution of Licensed Products sold by Sublicensee (Fees) up to this agreement [...***...]; ] of the Sublicense Revenue Third six (6) months after execution of this agreement [...***...] of any Fees between the Sublicense Revenue Fourth six (6) months after execution of this agreement [...***...] and of the Sublicense Revenue Third year after execution of this agreement [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.Revenue

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayedthird parties. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition conditions of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.12.2.1 above, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount or value of Licensed Products or Licensed Processes sold by Sublicensee (Fees) up to such Sublicensee. 2.2.3 [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...REDACTED]. Licensee shall not receive from Sublicensee Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. Excluded from the provisions of this Section 2.2.3 are payments received from sublicensees for research and development and purchases of Licensee’s securities at not less than fair market value of those securities 2.2.4 If Licensee or any of its Affiliates brings a Patent Challenge against UFRF, or (ii) Licensee or any of its Affiliates assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena), and (iii) UFRF does not choose to exercise its rights to terminate this Agreement pursuant to Section 9.3 then, in the event that such a Patent Challenge is successful, Licensee will have no right to recoup any consideration, including royalties, paid during the period of challenge. In the event that a Patent Challenge is unsuccessful, Licensee shall reimburse UFRF for all reasonable legal fees and expenses incurred in its defense against the Patent Challenge. 2.2.3 2.2.5 Licensee shall provide UFRF with a final unredacted copy of each Sublicense sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of the Sublicense sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said sublicense agreements. Failure of Licensee to provide UFRF with unredacted copies of each Sublicense agreementsagreement within thirty (30) days after execution of the Sublicense agreement will be considered a breach of the terms of this Agreement, and the terms of Section 9 “Terms and Termination” will apply. 2.2.4 If 2.2.6 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is either unable or unwilling not addressing at the time of receipt of the notice, Licensee shall respond to serve or develop a potential UFRF in writing within thirty (30) days of receipt of such notice to inform UFRF whether Licensee intends to pursue the market or market territory for which there is a company willing to be a Sublicenseeterritory. If in such response, Licensee willelects to forego the market or territory, at UFRF’s requestUFRF may terminate in said market or territory the license granted in Section 2.1.1. [ REDACTED ] = Certain confidential information contained in this document, negotiate marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.” [ REDACTED ] = Certain confidential information contained in good faith a Sublicense with any such Sublicenseethis document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.”

Sublicense. 2.2.1 Licensee may grant written Sublicenses Seller is party to Affiliates on prior notice to UFRFthe Formulation License-in Agreement, whereby Mediterranean Cuisine Operating Company, LLC granted Seller a perpetual, non-exclusive (except as set forth in the Formulation License-in Agreement), royalty-free, and irrevocable (except as set forth in the Formulation License-in Agreement), right and license to: (a) use, reproduce, modify, improve and create derivative works of certain Licensed Formulations (as set forth in the Formulation License-in Agreement), (b) make, have made, use, sell and offer for sale any food or beverage items developed by Seller from the Licensed Formulations and (c) use the Licensed Formulations for mass-marketed, pre-packaged foods and beverages solely in connection with the “Yalla” brand (collectively, the “Permitted Use”). Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF Per the terms of the initiation of Formulation License-in Agreement, Seller hereby grants Buyer a perpetual, non-exclusive, royalty-free, and irrevocable (except as set forth herein) right and sub-license negotiations with all potential Sublicenseesto use the Licensed Formulations for the Permitted Uses (the “Sublicense”). Any agreement granting a Sublicense shall state that the Sublicense is subject Buyer agrees to be bound by the terms and condition conditions of this Agreement and the Formulation License-in Agreement. The Sublicense is irrevocable only to the termination extent that the Formulation License-in Agreement is irrevocable and may be terminated/revoked if Buyer fails to comply with the terms and conditions of this the Formulation License-in Agreement or uses the Licensed Formulations for a use other than a Permitted Use. All limitations set forth in the Formulation License-in Agreement, including without limitation the Disclaimers and Limitations on Liability, apply (mutatis mutandis) to the Sublicense granted herein. Licensee Notwithstanding anything to the contrary, (w) promptly following the date hereof, Seller shall have use commercially reasonable efforts to obtain consent from Mediterranean Cuisine Operating Company, LLC to assign the same responsibility for Formulation License-in Agreement to Purchaser, (x) upon obtaining such consent, Seller shall promptly assign the activities Formulation License-in Agreement to Purchaser, (y) upon such assignment, the Sublicense shall automatically and immediately terminate with no further action on the part of any Sublicensee or Affiliate as Person and (z) if such consent cannot be obtained, Seller shall sublicense the activities were directly those Formulation License-in Agreement to franchisees of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in Purchaser utilizing the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF form (except as required under a court order or subpoenamutatis mutandis) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) daysSublicense. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review During the Term and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement conditions set forth herein, UFRF hereby grants to the Licensee the right to grant sublicenses to third parties (the “Sublicensees”) under the Licensed Patents in the Licensed Fields and in the Licensed Territory to make, have made, use, sell, and otherwise distribute the Licensed Products and to practice the termination Licensed Processes. The Licensee shall cause each of the Sublicensees to enter into a “Sublicense Agreement” upon terms and conditions satisfactory to the Licensee; provided that the terms and conditions of each Sublicense Agreement shall not be inconsistent with the terms and conditions of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay a royalty on Net Sales according to Section 4.2. In addition, Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]. Licensee shall not receive from Sublicensee Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. Notwithstanding the foregoing, the parties hereto agree that certain non-cash consideration would be highly desirable in that it would enhance Licensee’s valuation and/or enhance Licensee’s strategic position in the gene therapy field; therefore UFRF shall not unreasonably withhold such permission. In the event that Licensee requests UFRF’s permission in writing, and UFRF does not respond to such request for permission within thirty (30) days of such request, permission will be deemed given by UFRF. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement; however, UFRF may enter into a license agreement with such Sublicensee with respect to the Licensed Patents. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. 2.2.3 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1, Licensee shall pay to UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments in the manner specified in Section 3.6. Licensee shall provide UFRF with a final unredacted copy of each Sublicense sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after of the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreementssublicense agreement. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.

Sublicense. 2.2.1 Licensee may grant written written, Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayed. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicenseesthird parties. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.12.2.1 above, Licensee shall pay a royalty on Net Sales according to Section 4.2UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products sold by such Sublicensee. In addition, if Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of receives any fees fees, minimum royalties, or other payments in consideration for any rights granted under a Sublicense Sublicense, and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee the Sublicensee, then Licensee shall pay UFRF Thirty Five percent (Fees35%) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]such payments in the manner specified in Section 0. Licensee shall not receive from Sublicensee Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 . Licensee shall provide UFRF with a final an unredacted copy of each Sublicense sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within at least thirty (30) days after prior to the execution of the Sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 sublicense agreement. If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense sublicense with any such Sublicensee.. In the event that UFRF notifies Licensee in writing of a third party’s interest in a field of use which Licensee is not addressing at the time of receipt of the notice, Licensee shall respond to UFRF in writing within thirty (30) days of receipt of such notice to inform UFRF whether Licensee intends to pursue the Field of Use. If in such response, Licensee elects to forego the Field of Use, UFRF may terminate the Licensees license in said field and negotiate and execute said license directly. Due Diligence Development. Licensee agrees to and warrants that: it has, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents; it will establish and actively and diligently pursue the Development Plan (see Appendix A ) to the end that the inventions of the Licensed Patents will be utilized to provide Licensed Products and/or Licensed Processes for sale in the retail market within the Licensed Field; it will diligently develop markets for Licensed Products and Licensed Processes; and, until the date of first commercial sale of Licensed Products or Licensed Processes, it will supply UFRF with a written Development Report annually fifteen (15) days after the end of the calendar year (see Appendix B). Upon written request by Licensee to negotiate extensions of any milestones or due dates set forth in Appendix D, such request to be received by UFRF no less than ninety (90) days prior to any of the due dates subject of such request, set forth in this Section 3.1.3, such request fully describing Licensee’s diligent efforts to achieve the milestone required to be met by such due date, UFRF shall consider in good faith such requests. Upon granting such request, UFRF and Licensee shall negotiate such extensions in good faith. University of Florida policies may require approval of clinical trials involving technology invented at the University. Accordingly, Licensee will notify UFRF prior to commencing any clinical trials at the University of Florida or its affiliated medical facilities. Payments

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRFthird parties within the Licensed Field and Licensed Territory. Licensee may grant written shall have the same responsibility for the activities of any Sublicensee conducted pursuant to such Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayed. However, as Licensee shall notify UFRF would have if the activities were directly those of the initiation of license negotiations with all potential SublicenseesLicensee. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have ; provided, however, at any time within [†] days following termination of this Agreement, a Sublicensee may notify WSU that it wishes to enter into a direct license with WSU (with the same responsibility for effective date as the activities date of any termination of this Agreement) in order to retain its continuous license rights granted to it under its Sublicense. Following receipt of such notice, WSU and Sublicensee or Affiliate as if shall enter into a license agreement, the activities were directly those terms of Licensee. Licensee which shall also include provisions in all Sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect be substantially similar to the Licensed Patent terms of this Agreement; provided, however, that is the subject scope of such direct license, the licensed territory and/or the duration of the Patent Challenge within thirty (30) dayslicense grant shall be comparable to the corresponding terms granted by Licensee to such Sublicensee; and further provided that such Sublicensee will be granted at least the same scope of rights as it obtained from Licensee under its Sublicense. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.12.2.1 and Sublicensees’ sales of Licensed Products, Licensee shall pay to WSU a royalty on Net Sales according to amount determined in accordance with Section 4.23.3, clause (b). In addition, if Licensee receives any Non-Sales-Based Payments, then Licensee shall pay UFRF (subject to Permitted Deductions provided that fair WSU a percentage of such Non-Sales-Based Payments as specified in Section 2.2.3 and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of any fees or other payments the manner specified in consideration for any rights granted under a Sublicense and such payments are not based directly upon the amount or value of Licensed Products sold by Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between [...***...] and [...***...]; and [...***...] of Fees above [...***...]Section 3.5. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. 2.2.3 Licensee shall provide UFRF WSU with a final unredacted copy of each Sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) [†] days after of the execution of the Sublicense agreement; provided that (a) Licensee may redact portions of such Sublicense agreement which do not pertain to a Sublicense of Licensee’s rights and further agrees obligations under this Agreement; and (b) in the event that Licensee provides a redacted copy of such Sublicense agreement, WSU shall have the right to forward to UFRF annually review a copy of such reports received the entire, unredacted agreement at Licensee’s premises. For clarity, a grant of a Sublicense by Licensee from its Sublicensees pertinent to the payments under said Sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop not a potential market or market territory for which there transfer that is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.covered by Section 8.1. WSU AGR# [†]. 116252875

Sublicense. 2.2.1 Licensee may grant written Sublicenses to Affiliates on prior notice to UFRF. Licensee may grant written Sublicense to Third Parties subject to UFRF prior review and consent which review and consent shall not be unreasonably withheld or delayedthird parties. However, Licensee shall notify UFRF of the initiation of license negotiations with all potential Sublicensees. Any any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and condition of this Agreement and to the termination of this Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in all Sublicenses sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the rights of Sublicensee with respect to the Licensed Patent that is the subject of the Patent Challenge Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.12.2.1 above, Licensee shall pay a royalty on Net Sales according to Section 4.2UFRF an amount equal to what Licensee would have been required to pay to UFRF had Licensee sold the amount of Licensed Products or Licensed Processes sold by such Sublicensee. In addition, if Licensee shall pay UFRF (subject to Permitted Deductions provided that fair and commercially reasonable Sublicense fees are paid to UFRF in conjunction with such transaction) [...***...] of receives any fees or other payments in consideration for any rights granted under a Sublicense Sublicense, and such payments are not based directly upon the amount or value of Licensed Products or Licensed Processes sold by Sublicensee the Sublicensee, then Licensee shall pay UFRF the following percentage of such consideration, based on when such consideration is received: Up to 2 years from Effective Date of this Agreement [*] Between 2 years, 1 day and 4 years from Effective Date [*] After 4 years from Effective Date [*] Such payments due to UFRF shall exclude amounts specifically paid for (Feesi) up to [...***...]; [...***...] of any Fees between [...***...] future research and [...***...]; development and [...***...] of Fees above [...***...](ii) equity and debt instruments at fair market value. Licensee shall not receive from Sublicensee Sublicensees anything of value in lieu of cash payments in consideration for any Sublicense under this Agreement without the express prior written permission of UFRF. If Licensee or any of its Affiliates brings a Patent Challenge against UFRF, or (ii) Licensee or any of its Affiliates assists another party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena), and (iii) UFRF does not choose to exercise its rights to terminate this Agreement pursuant to Section 9.3 then, in the event that such a Patent Challenge is successful, Licensee will have no right to recoup any consideration, including royalties, paid during the period of challenge. In the event that a Patent Challenge is unsuccessful, Licensee shall reimburse UFRF for all reasonable legal fees and expenses incurred in its defense against the Patent Challenge. 2.2.3 Licensee shall provide UFRF with a final unredacted copy of each Sublicense sublicense agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days after the execution of the Sublicense sublicense agreement and further agrees to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees sublicensees pertinent to the payments under said Sublicense sublicense agreements. 2.2.4 If Licensee is either unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a Sublicense with any such Sublicensee.