Common use of Sublicense Clause in Contracts

Sublicense. Prior to the execution of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification of the identity and address of the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. 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 any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the 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 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 confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEE.

Sublicense. Prior COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERM-TRANSFERT written notification LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the identity and address grant of rights under the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee PATENT RIGHTS within thirty (30) days from LICENSEE notificationof its execution. Each SUBLICENSE shall: (a) be consistent with the terms, then conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]”. 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 AMENDEDEach SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. Subject to any confidentiality obligation of LICENSEE, LICENSEE COMPANY shall also notify INSERM-TRANSFERT (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of the sublicense 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 enforcement action against such SUBLICENSEE for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT its rights as a signed copy third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the agreement obligation of SUBLICENSEE sought to be enforced (possibly with some blank on information having the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to stay confidential between LICENSEE commence and Sublicensee). For continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the avoidance Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of doubtnotice to COMPANY pursuant to clause (w) above, INSERM-TRANSFERT acknowledges 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 the terms SUBLICENSEE is in breach of the sublicense and the sublicense agreement itself may Obligation sought to be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEenforced.

Sublicense. Prior If Servier enters into a sublicense with a Sublicensee pursuant to ARTICLE 2, Servier shall promptly inform Sorrento of such sublicense agreement (each, a “Sublicense Agreement”) and shall ensure that the Sublicense Agreement is consistent with and fully implements the relevant provisions of this Agreement including the audit provisions set forth in Section 8.10 and Sorrento’s rights under this Agreement. Each Sublicense Agreement shall protect Sorrento’s rights and interests in the Sorrento IP to at least the same extent as this Agreement, including without limitation containing provisions for the benefit of Sorrento substantially similar in language and scope to the execution license provisions set forth in ARTICLE 2, the ownership provisions in Section 9.1, and the confidentiality provisions set forth in ARTICLE 10 of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification of the identity and address of the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. 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 any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the 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 Sublicensee)this Agreement. For the avoidance of doubt, INSERM-TRANSFERT acknowledges the Sublicensee shall have no right of any type or kind to the Sorrento IP except to the extent of Servier’s right pursuant to ARTICLE 2. Servier agrees to cause or otherwise ensure that each Sublicensee comply with the terms and conditions of the Sublicense Agreement in connection with Sorrento IP. Servier shall be fully responsible and liable for any act or omission of such Sublicensee and any third party to whom sublicensing rights are transferred through a further sublicense and the sublicense agreement itself may be covered by a confidentiality Sublicensee (“Subsequent Sublicensee”) and any such act or omission shall be and shall be deemed to be an act or omission of Servier. Upon any expiration or termination of this Agreement for any reason, all Sublicense Agreements entered into pursuant to this Section 2.4 shall automatically terminate unless and to the extent Sorrento, in its sole discretion, agrees in writing to an assignment of any Sublicense Agreement to Sorrento or to enter into a direct agreement with any Sublicensee. In no event shall Sorrento have any obligation or liability to any Sublicense or any Subsequent Sublicensee and that, as a consequence, Servier shall fully and effectively disclaim the notification and communication obligations of LICENSEE described above may same in any such Sublicense Agreement. Any subsequent sublicenses granted by the Sublicensees shall be subject to obtaining prior written consent of Sublicensee. In the same requirement as set forth in this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEESection 2.4.

Sublicense. Prior COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERM-TRANSFERT written notification LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the identity and address grant of rights under the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee PATENT RIGHTS within thirty (30) days from LICENSEE notificationof its execution. Each SUBLICENSE shall: (a) be consistent with the terms, then conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the Sublicensee 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 deemed approved the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. 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 any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT such SUBLICENSEE with the terms of the sublicense 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 enforcement action against such SUBLICENSEE for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT its rights as a signed copy third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the agreement obligation of SUBLICENSEE sought to be enforced (possibly with some blank on information having the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to stay confidential between LICENSEE commence and Sublicensee). For continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the avoidance Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of doubtnotice to COMPANY pursuant to clause (w) above, INSERM-TRANSFERT acknowledges 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 the terms SUBLICENSEE is in breach of the sublicense and the sublicense agreement itself may Obligation sought to be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEenforced.

Sublicense. Prior to the execution of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification 3.1 In consideration of the identity sub-license fees, milestone payments and address royalty payments reserved herein, and the covenants of AMT contained herein, Xenon hereby grants to AMT within the potential Sublicensee for approvalField of Use, which approval shall not be unreasonably withholdand AMT accepts, the exclusive worldwide right, sublicense and privilege under the Xenon Licensed Rights to use the Xenon Licensed Technology and to use, manufacture, distribute and sell Licensed Products (the “Sublicense”). Should not INSERM-TRANSFERT withhold the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL [†] DESIGNATES PORTIONS OF THIS EXHIBIT WERE DOCUMENT THAT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. PURSUANT TO A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN REQUEST FOR CONFIDENTIAL TREATMENT 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 1933COMMISSION 3.2 Xenon shall not terminate the License Agreement unless AMT has given its prior consent thereto, AS AMENDEDsuch consent not to be unreasonably withheld. Subject to Notwithstanding the foregoing, Xenon may terminate the License Agreement, without AMT’s consent, if AMT is in breach of this Agreement. 3.3 Any alteration, deletion or addition of any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms provisions of the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior License Agreement to be made during the signature of any sublicense. Promptly following Term requires 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 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 confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of SublicenseeAMT, such consent not to be unreasonably withheld. 3.4 This Sublicense is personal to AMT. 3.5 AMT may not grant a further sublicense to a third party for the purpose of developing, marketing, selling, manufacturing or distributing Xenon Licensed Technology or Licensed Products, unless Xenon and UBC have given their prior written consent thereto, such consent not to be unreasonably withheld. In Notwithstanding the foregoing, AMT shall not be obligated to obtain UBC’s consent to the granting of a sub-sublicense if the proposed sub-sublicense has a market capitalization in excess of CAN$[†] at the time of the granting of the sub-sublicense. 3.6 AMT shall deliver to Xenon a copy of each sub-sublicense granted within 30 days after execution. 3.7 AMT may register this respectAgreement with the relevant patent authorities in those jurisdictions in which AMT carries on business. At AMT’s request, failure from Sublicensee Xenon and UBC will provide reasonable assistance to agree AMT with respect to such notification registrations, provided that all reasonable costs incurred by UBC or Xenon in association with such registrations, including all legal expenses, shall be paid for by AMT. UBC and communication Xenon will, on request by AMT, endeavour to provide an estimate of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEsuch costs.

Sublicense. Prior 5.1 Pursuant to the execution of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification Article 1.3 of the identity and address of present Agreement, ARKEMA may grant any SUBLICENSE to SUBLICENSEES under the potential Sublicensee for PATENTS subject to REPRESENTATIVE’s prior approval, which approval shall not be unreasonably withholdwithheld. Should not INSERM-TRANSFERT withhold For this purpose, ARKEMA shall notify to the Sublicensee REPRESENTATIVE the SUBLICENSE under consideration. Lack of REPRESENTATIVE’s response within thirty (30) days from LICENSEE notification, then said notification or REPRESENTATIVE's written approval shall permit XXXXXX to xxxxx said SUBLICENSE under the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. 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 terms notified to any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the REPRESENTATIVE under terms above mentioned. 5.2 ARKEMA agrees to include within the terms of any SUBLICENSES a clause under which the sublicense for minimum information necessary for INSERM-TRANSFERT for internal reports, prior ARKEMA may verify directly or through an independent third party SUBLICENSEE’S accounts. Upon REPRESENTATIVE’s request ARKEMA shall carry out such audit in connection with the signature present Agreement. 5.3 ARKEMA shall include within the terms of any sublicense. Promptly following SUBLICENSE a similar obligation of confidentiality as that set out in Article 9 below in particular regarding the execution of confidential information belonging to any sublicense, LICENSEE will communicate INSERM-TRANSFERT a signed copy of the agreement (possibly with some blank on information having CO-OWNERS and that ARKEMA may have to stay confidential between LICENSEE and Sublicensee)communicate to its SUBLICENSEES within the framework of SUBLICENSES. 5.4 In no event, ARKEMA shall be entitled under the present Agreement to grant to its SUBLICENCEES more rights than XXXXXX has been granted by the REPRESENTATIVE herein. For the avoidance of doubtdoubt it is XXXXXX’x responsibility to negotiate a SUBLICENSE in compliance with all provisions contained in the present Agreement and, INSERMin particular, with provisions of the present Article 5. 5.5 In the event that, in the SUBLICENSES, XXXXXX considers to accept, as income, any cross licensing and/or payments in kind (products, commercial contracts, equity investments, securities, or other non-TRANSFERT acknowledges that monetary remuneration) in place of lump sums or fees in accordance with the said SUBLICENSE permitted under the present Article, ARKEMA shall notify the REPRESENTATIVE of the conditions negotiated to obtain the prior approval of the REPRESENTATIVE, on the terms of the sublicense and said SUBLICENSE, such approval shall not be unreasonably withheld. The PARTIES shall define between them the sublicense agreement itself may be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication financial consequences of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEsaid approval on specific SUBLICENSES REVENUES received under the SUBLICENSE in question.

Sublicense. Prior 3.1 In consideration of the sub-license fees, milestone payments and royalty payments reserved herein, and the covenants of AMT contained herein, Xenon hereby grants to AMT within the execution Field of Use, and AMT accepts, the exclusive worldwide right, sublicense and privilege under the Xenon Licensed Rights to use the Xenon Licensed Technology and to use, manufacture, distribute and sell Licensed Products (the “Sublicense”). 3.2 Xenon shall not terminate the License Agreement unless AMT has given its prior consent thereto, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Xenon may terminate the License Agreement, without AMT’s consent, if AMT is in breach of this Agreement. 3.3 Any alteration, deletion or addition of any sublicense, LICENSEE shall provide INSERM-TRANSFERT written notification provisions of the identity and address of License Agreement to be made during the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold Term requires the Sublicensee within thirty (30) days from LICENSEE notification, then the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. 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 any confidentiality obligation of LICENSEE, LICENSEE shall also notify INSERM-TRANSFERT with the terms of the 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 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 confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of SublicenseeAMT, such consent not to be unreasonably withheld. 3.4 This Sublicense is personal to AMT. 3.5 AMT may not grant a further sublicense to a third party for the purpose of developing, marketing, selling, manufacturing or distributing Xenon Licensed Technology or Licensed Products, unless Xenon and UBC have given their prior written consent thereto, such consent not to be unreasonably withheld. In Notwithstanding the foregoing, AMT shall not be obligated to obtain UBC’s consent to the granting of a sub-sublicense if the proposed sub-sublicense has a market capitalization in excess of CAN$[**] at the time of the granting of the sub-sublicense. 3.6 AMT shall deliver to Xenon a copy of each sub-sublicense granted within 30 days after execution. 3.7 AMT may register this respectAgreement with the relevant patent authorities in those jurisdictions in which AMT carries on business. At AMT’s request, failure from Sublicensee Xenon and UBC will provide reasonable assistance to agree AMT with respect to such notification registrations, provided that all reasonable costs incurred by UBC or Xenon in association with such registrations, including all legal expenses, shall be paid for by AMT. UBC and communication Xenon will, on request by AMT, endeavour to provide an estimate of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEsuch costs.

Sublicense. Prior COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERM-TRANSFERT written notification LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the identity and address grant of rights under the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee PATENT RIGHTS within thirty (30) days from LICENSEE notificationof its execution. Each SUBLICENSE shall: (a) be consistent with the terms, then conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the Sublicensee shall be deemed approved by INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, and (c) [***]”. 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 AMENDEDEach SUBLICENSE furnished to LICENSOR by COMPANY shall be the Confidential Information of COMPANY. Subject to any confidentiality obligation of LICENSEE, LICENSEE COMPANY shall also notify INSERM-TRANSFERT (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 sublicense Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enforcement action against such SUBLICENSEE for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT its rights as a signed copy third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the agreement obligation of SUBLICENSEE sought to be enforced (possibly with some blank on information having the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to stay confidential between LICENSEE commence and Sublicensee). For continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the avoidance Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of doubtnotice to COMPANY pursuant to clause (w) above, INSERM-TRANSFERT acknowledges 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 the terms SUBLICENSEE is in breach of the sublicense and the sublicense agreement itself may Obligation sought to be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEenforced.

Sublicense. Prior COMPANY may grant SUBLICENSES under the PATENT RIGHTS to third parties pursuant to this AGREEMENT, subject to the execution terms and conditions of any sublicense, LICENSEE this Paragraph 2.2. COMPANY shall provide INSERM-TRANSFERT written notification LICENSOR with an unredacted copy of each SUBLICENSE between COMPANY and a third party for the identity and address grant of rights under the potential Sublicensee for approval, which approval shall not be unreasonably withhold. Should not INSERM-TRANSFERT withhold the Sublicensee PATENT RIGHTS within thirty (30) days from LICENSEE notificationof its execution. Each SUBLICENSE shall: (a) be consistent with the terms, then conditions and limitations of this AGREEMENT, (b) name LICENSOR as an intended third party beneficiary of the Sublicensee obligations of SUBLICENSEE without imposition of obligation or liability on the part of LICENSOR or the INVENTORS to the SUBLICENSEE, (c) shall be deemed approved 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 INSERM-TRANSFERT. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “or on behalf of COMPANY in respect of the conveyance of such rights and (d) [***]”. 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 1933LICENSOR acknowledges and agrees that notwithstanding anything to the contrary in the NOVARTIS SUBLICENSE AGREEMENT, AS AMENDED. Subject 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 any confidentiality affect the obligation of LICENSEE, LICENSEE COMPANY to indemnify the ST. JUDE 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 also notify INSERM-TRANSFERT be the Confidential Information of COMPANY. COMPANY shall (i) be and remain responsible for the performance by such SUBLICENSEE with the terms of the sublicense 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 enforcement action against such SUBLICENSEE for minimum information necessary for INSERM-TRANSFERT for internal reports, prior the signature any failure to pay or to properly calculate payments. LICENSOR shall not exercise any of any sublicense. Promptly following the execution of any sublicense, LICENSEE will communicate INSERM-TRANSFERT its rights as a signed copy third party beneficiary granted to it pursuant to clause (b) above unless: (w) LICENSOR has notified COMPANY in writing of the agreement obligation of SUBLICENSEE sought to be enforced (possibly with some blank on information having the “Obligation”); (x) the Obligation has as its origin a requirement of this AGREEMENT; (y) COMPANY has failed to stay confidential between LICENSEE commence and Sublicensee). For continue to pursue reasonable steps within thirty (30) days of notice from LICENSOR pursuant to clause (w) above to enforce the avoidance Obligation or SUBLICENSEE has not fulfilled the Obligation within ninety (90) days of doubtnotice to COMPANY pursuant to clause (w) above, INSERM-TRANSFERT acknowledges 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 the terms SUBLICENSEE is in breach of the sublicense and the sublicense agreement itself may Obligation sought to be covered by a confidentiality obligation and that, as a consequence, the notification and communication obligations of LICENSEE described above may be subject to obtaining prior written consent of Sublicensee. In this respect, failure from Sublicensee to agree to such notification and communication of the sublicense terms and agreement to INSERM-TRANSFERT shall not give rise to any claim from INSERM-TRANSFERT and/or liability of LICENSEEenforced.