Common use of Sublicense Clause in Contracts

Sublicense. 2.2.1 Licensee may grant written Sublicenses to third 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 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 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, 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 or Licensed Processes 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 Processes sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments within thirty (30) 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 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 a Licensed Product or Licensed Process. Licensee shall not receive from 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 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 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to third 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 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 sole and exclusive right to grant sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another any party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the Sublicense within thirty (30) days. 2.2.2 In with respect to Sublicenses granted by the rights conferred upon Licensee under 2.2.1 abovethis Agreement, 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 or Licensed Processes 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 Processes sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments within thirty (30) days of receipt of any such fees from Sublicensee; provided, however, that (i) any such sublicense shall be subject in all respects to 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 the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be obligated subject to make payment under this Section Scripps's prior written approval. No approval shall be required as to any sublicense which utilizes the 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 sublicensee shall report its Net Sales to Scripps through Licensee, which Net Sales shall be aggregated with respect any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to (a) amounts be paid to Licensee to reimburse Licensee for patent costs paid by Scripps. Except as set forth below, any revenues, other than royalties, due Licensee pursuant to Section 7; (b) equity investments in Licensee by a sublicensee up to the amount of 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 grant of a Licensed Product or Licensed Processsublicense to a party not an Affiliate shall be reported to Scripps by Licensee. Licensee shall not receive from Sublicensees anything pay to Scripps [***] of value in lieu any such revenue, where such license is a bare patent license. As to all fees other than for a bare patent license, the amount paid Scripps shall be negotiated, based on the respective contributions 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 challengeparties. In the no event that a Patent Challenge is unsuccessful, shall reasonable fees for performing research by Licensee shall reimburse UFRF for all reasonable legal fees and expenses incurred be included in its defense against the Patent Challenge. 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 determination of the sublicense agreement and further agrees revenues to forward to UFRF annually a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said sublicense agreementsbe due Scripps. 2.2.4 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to third 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 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 sole and exclusive right to grant sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against UFRF or assists another any party in bringing a Patent Challenge against UFRF (except as required under a court order or subpoena) then Licensee may terminate the Sublicense within thirty (30) days. 2.2.2 In with respect to Sublicenses granted by the rights conferred upon Licensee under 2.2.1 abovethis Agreement, 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 or Licensed Processes 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 Processes sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments within thirty (30) days of receipt of any such fees from Sublicensee; provided, however, that (i) any such sublicense shall be subject in all respects to 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 the prior written approval of Scripps, which approval shall not be unreasonably withheld, provided, however, that any sublicense granted to an Affiliate of Licensee shall not be obligated subject to make payment under this Section 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 respect any Net Sales of Licensee for purposes of determining the Net Sales upon which royalties are to (a) amounts be paid to Licensee to reimburse Licensee for patent costs paid by Scripps. Except as set forth below, any sublicense revenues, other than royalties, due Licensee pursuant to Section 7; the grant of a sublicense to a party not an Affiliate but excluding any payments for research, development, or equity (b) "Sublicense Revenue"), so long as said equity investments in Licensee by a sublicensee up to payment reflects the amount of the current fair market value of the equity purchased stock, as determined by such sublicensees' board of directors, 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. For the 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 date fourth year and after Scripps shall receive [***] 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 Sublicense Revenue with subcontractors no reductions if applicable) and such cost designated for the development of a Licensed Product or Licensed Processsublicensed in combination with non-Scripps technology. Licensee shall not receive from Sublicensees anything pay Scripps a portion of value in lieu of cash payments in consideration for any Sublicense under this Agreement without Revenue according to the express prior written permission of UFRF. If Licensee or any of its Affiliates brings a Patent Challenge against UFRF, or following schedule: First six (ii6) 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 agreement and any agreement which transfers intellectual property rights granted hereunder, within thirty (30) days months after the execution of the sublicense this 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 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee [***] of the third party interest, at the time Sublicense Revenue Second six (6) months after execution of receipt this agreement [***] of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.Sublicense Revenue Third six (6) months after execution of this agreement [***] of the Sublicense Revenue Fourth six (6) months after execution of this agreement [***] of the Sublicense Revenue Third year after execution of this agreement [***] of the Sublicense Revenue

Sublicense. 2.2.1 During the Term and subject to the terms and conditions set forth herein, UFRF hereby grants to the Licensee may the right to grant written Sublicenses sublicenses to third partiesparties (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 Licensed Processes. However, The Licensee shall notify UFRF cause each of the initiation Sublicensees to enter into a “Sublicense Agreement” upon terms and conditions satisfactory to the Licensee; provided that the terms and conditions of license negotiations each Sublicense Agreement shall not be inconsistent with all potential Sublicenseesthe terms and conditions of this Agreement. Licensee shall not receive from 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 terms and conditions of this Agreement and 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 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 aboveSection 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 or Licensed Processes 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 Processes 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 copy of each sublicense agreement within thirty (30) 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 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 a Licensed Product or Licensed Process. Licensee shall not receive from 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 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 agreementsagreement. 2.2.4 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.

Sublicense. 2.2.1 Licensee may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph and subject to Licensors prior written approval of the sublicense agreement. Such approval shall not be unreasonably withheld. As a condition to 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 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 written, exclusive Sublicenses to third 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 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 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, 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 or Licensed Processes sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, or other cash payments in consideration for any rights granted under a Sublicense, and such payments are not based directly upon the amount or value of Licensed Processes Products sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments within thirty (30) days of receipt of any such fees from Sublicensee; provided, however, that Licensee shall not be obligated to make payment under this in the manner specified in 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 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 a Licensed Product or Licensed Process4.5. Licensee shall not receive from 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 Licensors with a final unredacted copy of each 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 agreementsagreement. 2.2.4 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.

Sublicense. 2.2.1 During the Term and subject to the terms and conditions set forth herein, UFRF hereby grants to the Licensee may the right to grant written Sublicenses sublicenses to third partiesparties (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 Licensed Processes. However, The Licensee shall notify UFRF cause each of the initiation Sublicensees to enter into a “Sublicense Agreement” upon terms and conditions satisfactory to the Licensee; provided that the terms and conditions of license negotiations each Sublicense Agreement shall not be inconsistent with all potential Sublicenseesthe terms and conditions of this Agreement. Licensee shall not receive from 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 terms and conditions of this Agreement and 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 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 aboveSection 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 or Licensed Processes 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 Processes 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 copy of each sublicense agreement within thirty (30) 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 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 a Licensed Product or Licensed Process. Licensee shall not receive from 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 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 agreementsagreement. 2.2.4 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.

Sublicense. 2.2.1 Licensee may grant written written, Sublicenses to third 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 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 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, 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 or Licensed Processes 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 Processes Products sold by the Sublicensee, then Licensee shall pay UFRF [**] Thirty Five percent (35%) of such payments within thirty (30) days of receipt of any such fees from Sublicensee; provided, however, that Licensee shall not be obligated to make payment under this in the manner specified in 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 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 a Licensed Product or Licensed Process0. Licensee shall not receive from 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 an unredacted copy of each 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 agreement. If Licensee is unable or unwilling to forward serve or develop a potential market or market territory for which there is a company willing to UFRF annually be a copy of Sublicensee, Licensee will, at UFRF’s request, negotiate in good faith a sublicense with any such reports received by Licensee from its Sublicensees pertinent to the payments under said sublicense agreements. 2.2.4 Sublicensee. In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory field of use which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s requestnotice, Licensee shall enter into 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 discussions with such third party with respect 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 a Sublicense.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 third 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 conditions of this Agreement and to the termination of this Agreement. Licensee EPIcyte shall have the same responsibility for sole and exclusive right to grant sublicenses to any party with respect to the activities rights conferred upon EPIcyte under this Agreement, provided, however, that any such sublicense shall be subject in all respects to 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). EPIcyte agrees to forward to Scripps a copy of any Sublicensee or Affiliate as if the activities were directly those of Licensee. Licensee shall also include provisions in and 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, 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 or Licensed Processes 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 Processes sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments sublicense agreements within thirty (30) days of receipt the execution of such sublicense agreements by the parties thereto. EPIcyte 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 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 from Sublicensee; providedand milestone payments received by EPIcyte pursuant to a sublicense of any rights granted EPIcyte hereunder. Monies paid to EPIcyte exclusively to fund research and development, howeverto fund clinical testing, that Licensee 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 obligated subject to make any payment under to Scripps. Portions of this Section Exhibit were omitted and have been filed separately with respect to (a) amounts paid to Licensee to reimburse Licensee for patent costs paid by Licensee the Secretary of the Commission pursuant to Section 7; (b) equity investments in Licensee by a sublicensee up to the amount Company’s application requesting confidential treatment under Rule 406 of 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 a Licensed Product or Licensed Process. Licensee shall not receive from 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 ChallengeSecurities Act. 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 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to third 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 conditions of this Agreement and to the termination condition 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, 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 or Licensed Processes sold by such Sublicensee. In addition, if Licensee receives any fees, minimum royalties, 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 or Licensed Processes sold by 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 [*] of such After 4 years from Effective Date [*] Such payments within thirty due to UFRF shall exclude amounts specifically paid for (30i) 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 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 and (together with subcontractors if applicableii) equity and such cost designated for the development of a Licensed Product or Licensed Processdebt instruments at fair market value. Licensee shall not receive from 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 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 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 sublicensees pertinent to the payments under said sublicense agreements. 2.2.4 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.

Sublicense. 2.2.1 Licensee may grant written Sublicenses to third partiesparties within the Licensed Field and Licensed Territory. However, Licensee shall notify UFRF have the same responsibility for the activities of any Sublicensee conducted pursuant to such Sublicense as Licensee would have if the initiation activities were directly those of license negotiations with all potential SublicenseesLicensee. Any agreement granting a Sublicense shall state that the Sublicense is subject to the terms and conditions 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 shall enter into a license agreement, the terms of which shall be substantially similar to the terms of this Agreement; provided, however, that the scope of such direct license, the licensed territory and/or the duration of the license 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 if the activities were directly those of Licensee. it obtained from 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 Sublicense within thirty (30) daysits Sublicense. 2.2.2 In respect to Sublicenses granted by Licensee under Section 2.2.1 aboveand Sublicensees’ sales of Licensed Products, Licensee shall pay to UFRF an WSU a royalty 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 Sublicenseedetermined in accordance with Section 3.3, clause (b). 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 Processes sold by the SublicenseeNon-Sales-Based Payments, then Licensee shall pay UFRF [**] WSU a percentage of such payments Non-Sales-Based Payments as specified in Section 2.2.3 and in the manner specified in Section 3.5. Licensee shall provide WSU with a copy of each Sublicense agreement within thirty (30) [†] days of receipt the execution of any such fees from Sublicenseethe Sublicense agreement; provided, however, provided that Licensee shall not be obligated to make payment under this Section with respect to (a) amounts paid Licensee may redact portions of such Sublicense agreement which do not pertain to Licensee to reimburse Licensee for patent costs paid by Licensee pursuant to Section 7a Sublicense of Licensee’s rights and obligations under this Agreement; and (b) equity investments in Licensee by a sublicensee up to the amount of 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 a Licensed Product or Licensed Process. Licensee shall not receive from 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 Licensee provides a redacted copy of such a Patent Challenge is successfulSublicense agreement, Licensee will WSU shall have no the 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 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 review a copy of such reports received by Licensee from its Sublicensees pertinent to the payments under said sublicense agreements. 2.2.4 In the event that UFRF notifies Licensee in writing entire, unredacted agreement at Licensee’s premises. For clarity, a grant of a third party’s interest in a market or territory which Sublicense by Licensee is not addressing or intending to address, as evidenced a transfer that is covered by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.Section 8.1. WSU AGR# [†]. 116252875

Sublicense. 2.2.1 Licensee may grant written Sublicenses to third 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 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 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted by Licensee under 2.2.1 above, 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 or Licensed Processes 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 Processes sold by the Sublicensee, then Licensee shall pay UFRF . 2.2.3 [**] of such payments within thirty (30) 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 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 a Licensed Product or Licensed ProcessREDACTED]. Licensee shall not receive from 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 it 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 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. Failure of Licensee to provide UFRF with unredacted copies of each Sublicense agreement 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 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 not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s requestnotice, Licensee shall enter into good faith discussions with respond to UFRF in writing within thirty (30) days of receipt of such third party with respect notice to a Sublicenseinform UFRF whether Licensee intends to pursue the market or territory. If in such response, Licensee elects to forego the market or territory, UFRF may terminate in said market or territory the license granted in Section 2.1.1. [ REDACTED ] = Certain confidential information contained in this document, 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 this 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 5.1 NHRI grants Licensee may the right to grant written Sublicenses sublicenses to third parties. However, parties under the conditions that (a) the Sublicensee shall agree to abide by all the terms and provisions of this Agreement; (b) Licensee shall remain fully liable for the performance of its and 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 conditions 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 Sublicense within thirty (30) days. 2.2.2 In respect to Sublicenses granted case sublicense scope includes Derivative Technology, distribution percentages of Sublicensing Revenue shall be negotiated and determined by Licensee under 2.2.1 above, 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 or Licensed Processes sold by such Sublicenseeboth parties individually. 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 Processes sold by the Sublicensee, then Licensee shall pay UFRF [**] of such payments within Within thirty (30) days of receipt 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 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 Licensed Patent Rights or Licensed Technology to any third party at its own discretion except in the case of a 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 any such fees from Sublicensee; provided, however, that Licensee clinical trial during the term of this Agreement. 5.6 The Licensed Technology or Licensed Patent to be sublicensed in Mainland China (including Hong Kong and Macau) shall not be obligated subject to make payment under this Section with respect to Article and the following conditions: (a) amounts paid to written notification from Licensee to reimburse Licensee for patent costs paid by Licensee pursuant to Section 7; NHRI in advance, (b) equity investments in Licensee prior written consent by a sublicensee up NHRI to the amount of the fair market value of the equity purchased on the date of the investment; Licensee, and (c) reimbursement received by Licensee for actual future research the approval from Ministry of Health and development costs for research or development to be performed by Licensee Welfare and the Ministry of Economic Affairs of Republic of China (together with subcontractors if applicableTaiwan, R.O.C.) and such cost designated for the development of a Licensed Product or Licensed Process. Licensee shall not receive from Sublicensees anything of value obtained 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 advance pursuant to Section 9.3 then, “Licensing Measures for Investment or Technical Cooperation in Mainland China” and 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 related law and expenses incurred in its defense against the Patent Challengeregulations. 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 In the event that UFRF notifies Licensee in writing of a third party’s interest in a market or territory which Licensee is not addressing or intending to address, as evidenced by diligent developmental plan provided to UFRF after thirty (30) days of UFRF notification to Licensee of the third party interest, at the time of receipt of the notice and at UFRF’s request, Licensee shall enter into good faith discussions with such third party with respect to a Sublicense.