Common use of Sublicense Clause in Contracts

Sublicense. COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the terms and conditions of this Paragraph 2.2. COMPANY shall provide LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is in breach of the Obligation sought to be enforced.

Sublicense. COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject Prior to the terms and conditions execution of this Paragraph 2.2. COMPANY any sublicense, LICENSEE shall provide LICENSOR with an unredacted copy INSERM-TRANSFERT written notification of each SUBLICENSE between COMPANY the identity and a third party address of the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the grant of rights under the PATENT RIGHTS Sublicensee within thirty (30) days of its executionfrom LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. Each SUBLICENSE shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. Each SUBLICENSE furnished A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Subject to LICENSOR by COMPANY any confidentiality obligation of LICENSEE, LICENSEE shall be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE also notify INSERM-TRANSFERT with the terms of this AGREEMENTthe sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having to stay confidential between LICENSEE and any action Sublicensee). For the avoidance of doubt, INSERM-TRANSFERT acknowledges that the terms of the sublicense and the sublicense agreement itself may be covered by a SUBLICENSEE that wouldconfidentiality obligation and that, if conducted by COMPANY as a consequence, the notification and communication obligations of LICENSEE described above may be a breach subject to obtaining prior written consent of Sublicensee. In this AGREEMENTrespect, shall be deemed a breach failure from Sublicensee to agree to such notification and communication of this AGREEMENT by COMPANY, the sublicense terms and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect agreement to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR INSERM-TRANSFERT shall not exercise give rise to any claim from INSERM-TRANSFERT and/or liability of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is in breach of the Obligation sought to be enforcedLICENSEE.

Sublicense. COMPANY may grant SUBLICENSES under the PATENT RIGHTS Subject to third parties pursuant to this AGREEMENT, subject Section 5.01 and to the terms and conditions written consent of this Paragraph 2.2. COMPANY Noven, which consent may be withheld in Noven's sole discretion, Endo shall provide LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for have the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE shall: right (a) be consistent with to appoint any Person as a subdistributor in the termsTerritory (and/or such other territory as the parties may agree upon from time to time) as provided herein (each such approved subdistributor, conditions an "APPROVED SUBDISTRIBUTOR") and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of to delegate to such Approved Subdistributor the obligations of SUBLICENSEE without imposition of obligation whole or liability on the any part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall its obligations; PROVIDED that (i) be and Endo shall remain responsible primarily liable for the performance by such SUBLICENSEE Approved Subdistributor's compliance with this Agreement, (ii) prior to or concurrently with its appointment, each Approved Subdistributor shall enter into an agreement with Endo (each, an "APPROVED SUBDISTRIBUTOR AGREEMENT") that is consistent with this Agreement, and that shall not thereafter be amended or modified in any manner inconsistent with the terms of this AGREEMENThereof, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, (iii) each Approved Subdistributor Agreement shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights name Noven as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) abovebeneficiary, and (ziv) at no Approved Subdistributor Agreement shall permit such Approved Subdistributor to appoint or assign such agreement, or delegate any obligations, to any other subdistributor. Endo shall be solely responsible for the time LICENSOR asserts fees of, and any other payments to, each Approved Subdistributor. Upon Noven's request, Endo shall make available to Noven a redacted copy of each Approved Subdistributor Agreement evidencing such agreements conformance with the requirements of this Section 2.04. The foregoing notwithstanding, nothing herein shall prevent or prohibit Endo from using subcontractors to perform certain of its rights internal business functions, such as utilizing a third party beneficiary against SUBLICENSEEcontract sale force, LICENSOR ad agency, contract distribution services and contract safety services: provided, however, that (i) Endo shall have a reasonable basis retain strategic control over the marketing and sale of Licensed product, (ii) Endo shall remain fully liable and responsible to Noven for believing that SUBLICENSEE is in breach all actions and/or inactions of its subcontractors under this Agreement as though such actions and/or inactions were made by Endo itself; and, (iii) Endo shall be solely responsible for the Obligation sought to be enforcedfees of, and any other payments to, each subcontractor.

Sublicense. COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the terms and conditions of this Paragraph 2.2. COMPANY shall provide LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***###]. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is in breach of the Obligation sought to be enforced.. [###] = REDACTED INFORMATION

Sublicense. COMPANY may grant SUBLICENSES under the PATENT RIGHTS Subject to third parties pursuant to this AGREEMENT, subject Section 5.01 and to the terms and conditions written consent of this Paragraph 2.2. COMPANY Noven, which consent may be withheld in Noven's sole discretion, Endo shall provide LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for have the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE shall: right (a) be consistent with to appoint any Person as a subdistributor in the termsTerritory (and/or such other territory as the parties may agree upon from time to time) as provided herein (each such approved subdistributor, conditions an "Approved Subdistributor") and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of to delegate to such Approved Subdistributor the obligations of SUBLICENSEE without imposition of obligation whole or liability on the any part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall its obligations; provided that (i) be and Endo shall remain responsible primarily liable for the performance by such SUBLICENSEE Approved Subdistributor's compliance with this Agreement, (ii) prior to or concurrently with its appointment, each Approved Subdistributor shall enter into an agreement with Endo (each, an "Approved Subdistributor Agreement") that is consistent with this Agreement, and that shall not thereafter be amended or modified in any manner inconsistent with the terms of this AGREEMENThereof, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, (iii) each Approved Subdistributor Agreement shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights name Noven as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) abovebeneficiary, and (ziv) at no Approved Subdistributor Agreement shall permit such Approved Subdistributor to appoint or assign such agreement, or delegate any obligations, to any other subdistributor. Endo shall be solely responsible for the time LICENSOR asserts fees of, and any other payments to, each Approved Subdistributor. Upon Noven's request, Endo shall make available to Noven a redacted copy of each Approved Subdistributor Agreement evidencing such agreements conformance with the requirements of this Section 2.04. The foregoing notwithstanding, nothing herein shall prevent or prohibit Endo from using subcontractors to perform certain of its rights internal business functions, such as utilizing a third party beneficiary against SUBLICENSEEcontract sale force, LICENSOR ad agency, contract distribution services and contract safety services: provided, however, that (i) Endo shall have a reasonable basis retain strategic control over the marketing and sale of Licensed product, (ii) Endo shall remain fully liable and responsible to Noven for believing that SUBLICENSEE is in breach all actions and/or inactions of its subcontractors under this Agreement as though such actions and/or inactions were made by Endo itself; and, (iii) Endo shall be solely responsible for the Obligation sought to be enforcedfees of, and any other payments to, each subcontractor.

Sublicense. COMPANY may grant SUBLICENSES sublicenses under the PATENT RIGHTS to third parties pursuant to under this AGREEMENTAgreement, subject to the terms and conditions of this Paragraph 2.2. COMPANY shall provide LICENSOR with an unredacted a redacted confidential copy of each SUBLICENSE sublicense agreement between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within thirty forty-five (3045) days of its execution. Each SUBLICENSE sublicense agreement shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENTAgreement, (b) name LICENSOR as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]specifically incorporate Paragraphs 6.2 “Representations by LICENSOR”, 7.1 “Indemnification”, 10.1 “Use of Name”, and 10.4 “Insurance” into the body of the sublicense agreement, and cause the terms used therein to have the same meaning as in this Agreement, and (d) permit the SUBLICENSEE to grant further sublicenses, provided that such sub-sublicensees shall be subject to all of the terms and conditions of this Paragraph 2.2. Each SUBLICENSE The redacted copy of each sublicense agreement or sub-sublicense agreement furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall (ia) be and remain responsible for the performance by such SUBLICENSEE SUBLICENSEE, and such SUBLICENSEE’s sublicensees, with the terms of this AGREEMENTAgreement, and any action by a SUBLICENSEE SUBLICENSEE, and such SUBLICENSEE’s sublicensees, that would, if conducted by COMPANY COMPANY, be a breach of this AGREEMENTAgreement, shall be deemed a breach of this AGREEMENT Agreement by COMPANY, and (iib) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE SUBLICENSEE, and such SUBLICENSEE’s sublicensees, hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE SUBLICENSEE, and such SUBLICENSEE’s sublicensees, for any failure to pay or to properly calculate payments. LICENSOR shall not exercise For the avoidance of doubt, an agreement between any of its rights as COMPANY, an AFFILIATED COMPANY or a SUBLICENSEE and a third party beneficiary granted granting rights (in the absence of consideration to it pursuant COMPANY, AFFILIATED COMPANY, or SUBLICENSEE) to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing the third party to perform research or development activities solely on behalf of the obligation of SUBLICENSEE sought COMPANY, AFFILIATED COMPANY, or SUBLICENSEE, but not rights to commercialize or otherwise exploit LICENSED PRODUCTS, shall not be deemed to be enforced (a sublicense hereunder and shall not be subject to the “Obligation”); (x) the Obligation has as its origin a requirement terms of this AGREEMENTParagraph 2.2; (y) provided, however, that COMPANY has failed to commence will remain solely responsible for such agreements and continue to pursue reasonable steps within thirty (30) days the actions of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third any party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is in breach of the Obligation sought to be enforcedit contracts with thereunder.

Sublicense. COMPANY may grant SUBLICENSES under the PATENT RIGHTS Subject to third parties approval over any project pursuant to this AGREEMENTSection 3.3 (each, subject a “Media Project”), HOFV and its Affiliates shall have the right to sublicense (a) the production and creation of the HOFV Works and (b) Exploitation of the PFHOF Works hereunder, provided that as part of the approval of the particular Media Project (which approval shall include any material changes or modifications to any previously approved Media Project), PFHOF has approved each sublicensee(s) involved in any such Media Project, in each case which approval shall not be unreasonably withheld; provided that, as a condition to the approval of the particular Media Project and each sublicensee, (i) HOFV shall provide to PFHOF such background, financial and other information available to HOFV related to each sublicensee as PFHOF may reasonably request; (ii) HOFV and its Affiliates shall cause each such sublicensee to comply with all terms and conditions of this Paragraph 2.2. COMPANY Agreement; (iii) neither HOFV nor its Affiliates shall be relieved of any of its obligations under this Agreement as a result of any such sublicense, and will be primarily responsible for any acts or omissions of each such sublicensees in connection with any such project; and (iv) HOFV and its Affiliates shall provide LICENSOR PFHOF with an unredacted copy periodic progress reports on each Media Project, including a record of each SUBLICENSE between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary any elements of the obligations of SUBLICENSEE without imposition of obligation Media Project that are materially different from or liability on the part of LICENSOR or the INVENTORS in addition to the SUBLICENSEEthose as previously approved by PFHOF so as to ensure continued compliance with this Agreement. Provided further, and (c) [***]. Each SUBLICENSE furnished it shall not be unreasonable for PFHOF to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall withhold its consent for a proposed sublicensee if (i) be PFHOF reasonably and remain responsible for justifiably concludes that the performance by such SUBLICENSEE with proposed sublicensee reflects negatively on the terms image and reputation of this AGREEMENTPFHOF or would otherwise tarnish the brand of PFHOF or portray the PFHOF Marks in a negative light, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and or (ii) ascertainafter exercising commercially reasonable efforts to mitigate any conflict, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately affiliation with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for proposed sublicensee would violate any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is in breach of the Obligation sought to be enforcedRights Restrictions.

Sublicense. COMPANY Company may grant SUBLICENSES and authorize sublicenses through multiple tiers under the PATENT RIGHTS licenses granted to third parties it pursuant to this AGREEMENTParagraph 2.1, subject to the terms and conditions of this Paragraph 2.2. COMPANY shall provide LICENSOR with an unredacted copy of As a condition to its validity and enforceability, each SUBLICENSE between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE sublicense agreement shall: (a) reference and give recognition to this Agreement, (b) be consistent with the terms, conditions and limitations of this AGREEMENTAgreement, (bc) name LICENSOR JHU as an intended third party beneficiary of the obligations of SUBLICENSEE with respect to provisions to be included in the sublicense agreement for JHU’s benefit in accordance with subsection (d) below, in each case without imposition of obligation or liability on the part of LICENSOR JHU or the INVENTORS its Inventors to the SUBLICENSEE, and (cd) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have the same meaning as in this Agreement, provided that notwithstanding the terms of Paragraph 10.4, SUBLICENSEE, if it is an organization with a market capitalization in excess of [***] US Dollars (USD$[***]. Each SUBLICENSE furnished ), may self insure so long as SUBLICENSEE represents and warrants that it is self insured for potential amounts payable pursuant to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of obligations under this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENTAgreement, shall be deemed have the right to self-insure to the extent consistent with its normal business practices. Company shall provide to JHU a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate copy [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps each fully executed sublicense agreement, within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, execution by both Company and (z) at the time LICENSOR asserts its rights as a third party beneficiary against proposed SUBLICENSEE, LICENSOR shall have a reasonable basis for believing provided that SUBLICENSEE is in breach Company may redact from such copy any confidential terms that are not necessary to determine compliance with this Agreement. To the extent that any terms, conditions or limitations of the Obligation sought to be enforcedany sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against JHU.

Sublicense. COMPANY Either Party may grant SUBLICENSES sublicense its rights under the PATENT RIGHTS Co-Development Agreement to third parties pursuant Third Parties who agree to this AGREEMENT, subject be bound to the terms and conditions of the Collaboration Agreement, Appendix D and Appendix E, upon receipt of the written consent of the other Party, such consent not to be unreasonably withheld. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. APPENDIX E Heads of Co-Commercialization Agreement This Heads of Co-Commercialization Agreement sets forth the basic understanding of the Parties relating to the Co-Commercialization of Products associated with a given Collaboration Lead Compound and for further good faith discussions of the terms and conditions to be contained in definitive written Agreement(s) pertaining to co-commercialization for a pharmaceutical preparation for human use containing the “Product”. This Heads of Co-Commercialization Agreement shall be [ * ], and the [ * ] that [ * ] to which this Paragraph 2.2[ * ] of the Collaboration Agreement [ * ]. COMPANY The terms of any such Co-Commercialization Agreement shall provide LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENT, (b) name LICENSOR terms as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is in breach of the Obligation sought to be enforceddescribed below.

Sublicense. COMPANY may Columbia grants to Company the right to grant SUBLICENSES under sublicenses on the PATENT RIGHTS following conditions: (i) the Sublicensee agrees to third parties pursuant to this AGREEMENT, abide by and be subject to all the terms and conditions provisions of this Paragraph 2.2. COMPANY shall provide LICENSOR Agreement applicable to Company; (ii) the Sublicensee has no further right to grant sublicenses under this Agreement; (iii) if any Sublicensee (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or other forum, Company shall, upon written request by Columbia and to the extent permitted by applicable law, forthwith terminate the sublicense agreement with such Sublicensee, and the sublicense agreement provides for such right of termination by Company; (iv) the sublicense agreement provides that, in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement controls; (v) the Sublicensee submits quarterly reports to Company consistent with the reporting provision of Section 5a herein; (vi) Company remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; (vii) Company notifies Columbia of any proposed grant of a sublicense and provides to Columbia, upon request, an unredacted copy of each SUBLICENSE any proposed sublicense agreement at least seven (7) business days before execution of the sublicense in the form such sublicense agreement exists at such time, which for clarity, may be updated due to negotiation between COMPANY Company and a the relevant third party for in the grant intervening period; (viii) no such sublicense or attempt to obtain a sublicensee relieves Company of rights its obligations under Section 6 to exercise its own commercially reasonable efforts, directly or through a sublicense, to discover, develop and market Products, nor relieve Company of its obligations to pay Columbia any and all license fees, royalties and other payments due under the PATENT RIGHTS within thirty Agreement, including but not limited to under Sections 4, 5 and 11 of the Agreement; (30ix) days of its execution. Each SUBLICENSE shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third Columbia is a third-party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS such sublicense, entitled to the SUBLICENSEE, enforce it in accordance with its terms; and (c) [***]. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation Columbia has no liability of any kind or manner to such sublicensee except as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is may be set forth in breach of the Obligation sought to be enforcedSection 16(d).

Sublicense. COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the terms and conditions of this Paragraph 2.2. COMPANY shall provide LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the grant of rights under the PATENT RIGHTS within thirty (30) days of its execution. Each SUBLICENSE shall: (a) be consistent with the terms, conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, (c) shall be in writing and shall expressly set forth all rights in PATENT RIGHTS conveyed or to be conveyed to a SUBLICENSEE and all consideration received or to be received by or on behalf of COMPANY in respect of the conveyance of such rights and (cd) [***]. LICENSOR acknowledges and agrees that notwithstanding anything to the contrary in the NOVARTIS SUBLICENSE AGREEMENT, the NOVARTIS SUBLICENSE AGREEMENT satisfies each of the requirements set forth in the previous sentence, as further set forth in this AMENDMENT #2; provided, however, this acknowledgement and agreement shall not be construed to affect the obligation of COMPANY to indemnify the ST. JUDE [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. INDEMNITEES pursuant to the AGREEMENT or otherwise be read in derogation of the rights of the ST. JUDE INDEMNITEES to be indemnified thereunder. Each SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of this AGREEMENT, and any action by a SUBLICENSEE that would, if conducted by COMPANY be a breach of this AGREEMENT, shall be deemed a breach of this AGREEMENT by COMPANY, and (ii) ascertain, calculate, audit and collect all royalties that become payable by such SUBLICENSEE hereunder and take appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of its rights as a third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the obligation of SUBLICENSEE sought to be enforced (the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to commence and continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of notice to COMPANY pursuant to clause (w) above, and (z) at the time LICENSOR asserts its rights as a third party beneficiary against SUBLICENSEE, LICENSOR shall have a reasonable basis for believing that SUBLICENSEE is in breach of the Obligation sought to be enforced.