Common use of Sublicense Clause in Contracts

Sublicense. With respect to any Sublicense granted or to be granted pursuant to Section 2.1(a): (a) If ONCORUS intends to sublicense the rights granted in this Agreement under any of the Licensed Claims to a Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall obtain NOF’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which shall be accompanied by a document stating [***]. (b) If ONCORUS intends to sublicense the rights granted in this Agreement under any of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within the scope of the licenses granted to ONCORUS pursuant to Section 2.1 and shall incorporate, to the extent applicable, substantially the same obligations and covenants (except economic terms) as those owed by ONCORUS to NOF under this Agreement and be binding upon such Sublicensee. ONCORUS shall be responsible for the performance or compliance by any Sublicensee of such obligations and covenants. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense any of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance by such Contract Organization of such obligations and covenants. [***]. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***].

Sublicense. With respect Licensee shall have no right to any Sublicense granted sublicense the Licensed Property except that Licensee shall be permitted to sublicense the Licensed Property to Aquarium Suppliers solely to the extent necessary for such Aquarium Suppliers to assist Licensee in performing Licensee’s obligations under the L&M Agreement or as otherwise expressly permitted by Licensor in writing. Licensee's right to be granted pursuant sublicense the Licensed Property to Section 2.1(a): Aquarium Suppliers is subject to the following: (a) If ONCORUS intends to all sublicenses shall be non-exclusive, non- transferrable and non-sublicensable; (b) no sublicense may exceed the scope of rights granted to Licensee under this Agreement; (c) in the event of any expiration or termination of this Agreement under any Agreement, all sublicense rights will automatically terminate effective as of the expiration or termination date of this Agreement; (d) Licensee shall require all sublicensees to agree in writing to be bound by the applicable terms and conditions of this Agreement; (e) Licensor shall be a third-party beneficiary to the sublicense agreement, with an independent right to enforce the same; (f) all rights and goodwill arising out of use of the Licensed Claims to a Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS Property by such sublicensees shall obtain NOF’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which shall be accompanied by a document stating [***]. (b) If ONCORUS intends to sublicense the rights granted in this Agreement under any of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within the scope of the licenses granted to ONCORUS pursuant to Section 2.1 and shall incorporate, inure to the extent applicable, substantially the same obligations sole benefit of Licensor; and covenants (except economic termsg) as those owed by ONCORUS to NOF under this Agreement and be binding upon such Sublicensee. ONCORUS Licensee shall be responsible and liable for the performance acts or compliance by any Sublicensee omissions of its sublicensees as if such obligations and covenants. (c) If ONCORUS acts or its Affiliate omissions were the acts or Pharma intends omissions of Licensee. Subject to sublicense any this Section 2.2, the granting of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and sublicenses shall be responsible for in Licensee's sole and exclusive discretion, including with respect to (x) the performance identity of any sublicensee, (y) the applicable licensee fees or compliance by such Contract Organization of such obligations and covenants. [***]. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c))royalty rates, if any, and summarize (z) other terms and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales conditions of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***]sublicense.

Sublicense. With respect Subject to any Sublicense granted or to be granted pursuant to Section 2.1(a): (a) If ONCORUS intends to sublicense the rights granted in this Agreement under any of the Licensed Claims to a Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall obtain NOFADCT’s express prior written consent, consent (not to be unreasonably delayed, conditioned, or withheld), conditioned or delayedNewCo shall have the right to grant sublicenses under the license granted to NewCo under Section 2.1; provided, that each sublicense shall be subject to a written agreement that is consistent with the terms and conditions of this Agreement. Without limiting the foregoing, NOF agrees each sublicense shall contain at least the following terms and conditions: (a) requiring each such sublicensee to respond protect and keep confidential any Confidential Information of the Parties in accordance with Article 10 of this Agreement; (b) requiring each such sublicensee to ▇▇▇▇▇▇▇’s request for consent within assign to NewCo (or, with respect to NewCo IP only, exclusively license to NewCo in a manner that permits NewCo to satisfy its obligations under this Agreement) all NewCo IP and Arising Product IP developed by such sublicensee; (c) providing that ADCT shall have the right to audit the books and records of each such sublicensee in accordance with this Agreement. Within [***] business days after receiving the execution of any sublicense agreement, NewCo shall provide ADCT with a true and complete copy of such request from ONCORUSsublicense agreement, which shall be accompanied by deemed to be NewCo Confidential Information; provided, that NewCo shall have the right to redact any provisions that are solely related to any product that is not a document stating [***]. (b) If ONCORUS intends to sublicense the rights granted in Product. NewCo shall remain directly responsible for all of its obligations under this Agreement. Any sublicensee conduct, act, omission or state of affairs that would have constituted a breach of this Agreement under any of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within the scope imputed to NewCo and deemed a breach of the licenses granted this Agreement as if such conduct, act, omission or state of affairs had been directly attributable to ONCORUS pursuant NewCo. For avoidance of doubt, distributors, resellers, sales representatives, and other channel partners, CROs, and other service providers and subcontractors shall not be deemed to Section 2.1 and shall incorporate, to the extent applicable, substantially the same obligations and covenants (except economic terms) as those owed by ONCORUS to NOF be sublicensees under this Agreement and be binding upon such Sublicensee. ONCORUS shall be responsible for the performance or compliance by any Sublicensee of such obligations and covenantsAgreement. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense any of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance by such Contract Organization of such obligations and covenants. [***]. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***].

Sublicense. With respect 11.1 BioForm shall have the right to grant sublicenses under the Licensed Patents to make, have made, use, offer for sale, sell and import Sublicensed Products for any Sublicense granted or to be granted pursuant to Section 2.1(a):purpose whatsoever (“Sublicenses”). 11.2 Within thirty (a30) If ONCORUS intends to sublicense the rights granted in this Agreement under any calendar days of the Licensed Claims granting of a Sublicense to a Pharma for the purpose Manufacturing Sublicensee, BioForm shall provide Artes with notice of the developmentidentity of such Manufacturing Sublicensee and, manufacture upon subsequent written request by Artes, copies of the pages of such Sublicense containing the cover page, signatures, and commercialization of ONCORUS Products, ONCORUS shall obtain NOF’s prior written consent, not the provisions required by Section 11.3 but redacted to be unreasonably withheld, conditioned or delayedremove all other provisions. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 11.3 All Sublicenses to a Manufacturing Sublicensee shall be accompanied by in writing and contain the following requirements: 11.3.1 That the Manufacturing Sublicensee shall pay directly to Artes a document stating [royalty of ***]. *% of its Sublicense Royalty Base for each calendar year, beginning with the year in which the Sublicense is granted (b) If ONCORUS intends “Pass-Through Royalty”). The “Sublicense Royalty Base,” with respect to sublicense the rights granted a Manufacturing Sublicensee, shall be such Manufacturing Sublicensee’s Net Sales in this Agreement under any such calendar year of the Licensed Claims to Sublicensed Products not obtained from BioForm or its Affiliate or Pharma for the purpose of the development, manufacture Affiliates and commercialization of ONCORUS Products, ONCORUS shall either (i) enter into sold to Third Parties in the U.S. prior to the end of the U.S. Royalty Obligation Term or (ii) sold to Third Parties outside the U.S. in countries where a separate written sublicense agreement Licensed Patent is In Force and prior to the end of the applicable Ex-U.S. Royalty Obligation Term. In the event that an Extension is granted, then the term for which sales are included in the sublicensing Sublicense Royalty Base will be extended in the applicable country until the Extension expires, but only as to sales of Licensed Claims with such Affiliate or Pharma, [***] provided, however, Sublicensed Products that any such Sublicenses shall be solely are (i) within the scope of the licenses granted to ONCORUS pursuant to Section 2.1 rights derived from such Extension and shall incorporate, to the extent applicable, substantially the same obligations and covenants (except economic termsii) as those owed by ONCORUS to NOF under this Agreement and be binding upon such Sublicensee. ONCORUS shall be responsible sold for the performance or compliance by any Sublicensee of such obligations and covenants. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense any of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance uses covered by such Contract Organization of such obligations Extension. If the Manufacturing Sublicensee, BioForm and covenants. [***]. (d) Subject Artes are not able to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from agree on the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c))extent, if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS which the Sublicensed Products sold by such Manufacturing Sublicensee under are covered by such Extension, they shall resolve their disagreement by the relevant sublicense agreement; [***]; (e) [***]dispute resolution provision set forth in Section 11.3.6.

Sublicense. With respect to any Sublicense granted or to be granted pursuant to Section 2.1(a): (a) If ONCORUS intends P&GP shall have the right to sublicense the rights granted by Noven under Section 3.01 in this Agreement under any of territory throughout the Licensed Claims to a Pharma for the purpose of the developmentworld if, manufacture and commercialization of ONCORUS Productsonly if, ONCORUS shall obtain NOFP&GP obtains Noven’s prior written consent, which consent shall not to be unreasonably withheldwithheld or delayed (any such sublicensee approved by Noven, conditioned or delayed. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which shall be accompanied by a document stating [***]“Permitted Sublicensee”). (b) If ONCORUS intends In the event Noven shall consent to any sublicense the rights granted in this Agreement under any of the Licensed Claims by P&GP pursuant to its Affiliate or Pharma for the purpose of the developmentSection 3.04(a), manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses applicable Permitted Sublicensee shall be solely within obligated in writing to the scope of the licenses granted to ONCORUS pursuant to Section 2.1 covenants and shall incorporate, agreements (to the extent applicableapplicable to such Permitted Sublicensee) of, substantially and the restrictions and limitations imposed upon, P&GP hereunder, including the representations and warranties set forth in Sections 8.02(a), (b), (c), (d), (f), (g), (h) and (j) of this Agreement, (ii) no such sublicense shall relieve P&GP of any of its obligations or liabilities under this Agreement, and (iii) P&GP shall be responsible for, and liable to Noven in respect of, any action or inaction taken by any such Permitted Sublicensee to the same obligations extent that P&GP would have been responsible or liable to Noven had P&GP taken or failed to take such action, and covenants (except economic terms) as those owed by ONCORUS to NOF under this Agreement and be binding upon such Sublicensee. ONCORUS P&GP shall be responsible for the performance or compliance payment of Royalties based upon any and all sales of Products by such sublicensee in accordance with Article VI. Noven shall be an express third party beneficiary to any agreement between P&GP and each Permitted Sublicensee of such obligations and covenants. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense that sublicenses any of the Licensed Claims rights or licenses granted to a Contract Organization P&GP hereunder. No Permitted Sublicensee shall have any right to further sublicense, assign or otherwise transfer any rights granted to such Permitted Sublicensee hereunder, and upon the termination of this Agreement for the purpose of the manufacture of ONCORUS Productsany reason, ONCORUS or its Affiliate or Pharma all sublicenses granted hereunder shall impose, to the extent applicable, substantially the same obligations terminate and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF all rights granted under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance by such Contract Organization of such obligations and covenants. [***]. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Permitted Sublicensee under the relevant sublicense agreement; [***]; (e) [***]shall revert immediately to Noven.

Sublicense. With respect to any Sublicense granted or to be granted pursuant to Section 2.1(a): (a) If ONCORUS intends Subject to Sections 2.2(b) and 6.1, Schering has the sole and exclusive right to sublicense the rights granted in this Agreement to it by Metabasis under any of the Licensed Claims Patents and the Licensed Technology, in each case within the Field throughout the Territory, to any Affiliate or Third Party at any time at its sole discretion (as such, a Pharma for Sublicensee). In addition, subject to Section 2.2(b), Schering may subcontract to Third Parties the purpose performance of particular tasks and obligations with respect to the development, manufacture development and commercialization of ONCORUS Productsthe Product as Schering deems appropriate. (b) In the case where Schering wishes to sub-license all or substantially all of its rights under this Agreement in any Major Market Country or Major Market Countries to a Third Party (Effective Out-License), ONCORUS [***]. For the avoidance of doubt, any co-promotion or co-marketing arrangement in such Major Market Country with a Third Party shall obtain NOF’s prior not constitute an Effective Out-License. [***], Schering will [***] by written consent, notice to Metabasis disclosing the identity of the proposed Third Party Sublicensee and the proposed scope and other material commercial (but not to be unreasonably withheld, conditioned or delayedfinancial) terms of the sublicense. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent Metabasis will not [***] within [***] business days after receiving of receipt of such request from ONCORUSwritten notice. The Parties hereby agree [***] [***] in accordance with this Agreement. In addition, which shall be accompanied by a document stating Metabasis will not [***]. (b) If ONCORUS intends . Any failure to sublicense the rights granted in this Agreement under any of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with respond within such Affiliate or Pharma, [***] provided, however, that time period [***] by Metabasis. In the case of sublicenses outside of Major Market Countries Schering shall use reasonable commercial efforts to give notice promptly to Metabasis of any sublicense to a Third Party where such Sublicenses shall be solely within the scope Third Party assumes a substantial portion of the licenses granted to ONCORUS pursuant to Section 2.1 and shall incorporate, to the extent applicable, substantially the same obligations and covenants (except economic terms) as those owed by ONCORUS to NOF responsibilities of Schering under this Agreement and be binding upon such Sublicensee. ONCORUS Agreement, provided that Schering shall be responsible have no liability for the performance or compliance by any Sublicensee of such obligations and covenantsinadvertent failure to do so. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense any Schering shall remain responsible for ensuring compliance with the terms of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement by Sublicensees. Schering shall also pay to Metabasis royalties on Net Sales by Third Party Sublicensees pursuant to Section 4.3 of this Agreement and Schering will pay such Contract Organization, and shall be responsible for the performance royalties irrespective of whether Schering receives payments or compliance by other consideration due from such Contract Organization of such obligations and covenants. [***]Third Party Sublicensees. (d) Subject to SECTION 3 below, ONCORUS Any sublicense granted by Schering other than in conformity with the provisions of this Section 2.2 shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, be null and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***]void.

Sublicense. With respect to any Sublicense granted or to be granted pursuant to Section 2.1(a): (a) If ONCORUS intends to Without the prior written consent of Licensor, Licensee shall not assign or hypothecate this License or any interest hereunder or sublicense the rights granted Garage or any part thereof, or permit the use of the Garage by any party other than Licensee, Licensor's personnel, employees, contractors and/or agents as provided in Section 4 of this Agreement under License, Licensee's arm's length customers on a daily basis and NHM's customers on a daily basis. Any of the foregoing acts without such consent shall be void. No consent by Licensor shall release Licensee from any of Licensee's obligations hereunder or be deemed to be a consent to any subsequent or further assignment, hypothecation, sublicense, or third-party use. This License shall not be assigned, nor shall any interest hereunder be assignable, as to the interest of Licensee by operation of law without the written consent of Licensor. (b) Regardless of Licensor's consent, no subletting or assignment shall release Licensee of Licensee's obligation or alter the primary liability of Licensee to perform all obligations to be performed by Licensee hereunder. Consent to one assignment or sublicense shall not be deemed consent to any subsequent assignment or sublicense. In the event of default by any assignee of Licensee or any successor of Licensee in the performance of any of the Licensed Claims terms hereof, Licensor may proceed directly against Licensee without the necessity of exhausting remedies against said assignee. Licensor may consent to a Pharma for the purpose subsequent assignments or sublicenses of the developmentthis License or amendments or modifications to this License with assignees of Licensee without notifying Licensee, manufacture or any successor of Licensee, and commercialization without obtaining its or their consent thereto, and such action shall not relieve Licensee of ONCORUS Products, ONCORUS shall obtain NOF’s prior written consent, not to be unreasonably withheld, conditioned or delayedliability under this License. US-DOCS\80909403.9 (c) Without limiting the foregoing, NOF Licensor agrees hereby that Licensee may engage and contract with the parking operator that Licensee uses to respond operate the District Lots or another qualified parking operator (the "District Parking Operator") to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which shall be accompanied by a document stating [***]. (b) If ONCORUS intends to sublicense operate the rights granted in this Agreement under any Garage on behalf of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within the scope of the licenses granted to ONCORUS pursuant to Section 2.1 and shall incorporateLicensee and, to the extent applicablethat such engagement constitutes a sublicense, substantially Licensor consents to such sublicense provided that (i) the same obligations and covenants (except economic terms) as those owed by ONCORUS District Parking Operator is expressly obligated in writing to NOF under this Agreement and be binding upon such Sublicensee. ONCORUS shall be responsible for the performance or compliance by any Sublicensee of such obligations and covenants. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense any comply with all of the Licensed Claims to a Contract Organization for the purpose terms of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance by such Contract Organization of such obligations and covenants. [***]. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***].License,

Sublicense. With respect to any Sublicense granted or to be granted pursuant to Section 2.1(a): (a) If ONCORUS intends Repligen hereby grants to ImClone, as well as its present and future Affiliates, a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, except as explicitly provided in Section 4.2, sublicense throughout the rights granted Territory under the Sublicensed Patent Rights: (i) to use, make, have made, import, offer to sell, sell, market, promote, distribute, develop and/or commercialize Sublicensed Products in this Agreement under any of the Licensed Claims Sublicensed Field, without the right to a Pharma for grant sublicenses; and (ii) to practice, have practiced, use, sell and/or commercialize Sublicensed Processes in the purpose of Sublicensed Field, without the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall obtain NOF’s prior written consent, not right to be unreasonably withheld, conditioned or delayedgrant sublicenses. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within Repligen and M.I.T. each acknowledge and agree (1): that the foregoing sublicense covers, and is hereby extended to, (A) [***] business days after receiving ], their respective Affiliates and sublicensees pursuant to the terms and conditions of such request agreements ImClone has entered into with such parties, as amended and as may be amended from ONCORUStime to time, which shall be accompanied by a document stating [***].and (B) any other collaboration partners, sublicensees and subsublicensees of ImClone relating to Sublicensed Products and/or Sublicensed Processes in the Sublicensed Field throughout the Territory pursuant to the terms and condition of such agreements ImClone may have with such parties for the commercialization of ImClone products; and (2) the foregoing sublicense grant covers any and all past activities of (A) ImClone, (B) ImClone’s present and past Affiliates, and (C) present and past collaboration partners, licensees and sublicensees relating to Sublicensed Products and/or Sublicensed Processes in the Sublicensed Field throughout the Territory for the commercialization of ImClone products. * – Confidential Treatment Requested (b) If ONCORUS intends to sublicense the rights granted in this Agreement under any of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within the scope of the licenses granted to ONCORUS Except as expressly set forth pursuant to this Section 2.1 and 2.1, ImClone shall incorporate, to the extent applicable, substantially the same obligations and covenants (except economic terms) as those owed by ONCORUS to NOF not acquire any license or other intellectual property interest under this Agreement and be binding upon such Sublicensee. ONCORUS shall be responsible for the performance Agreement, by implication or compliance otherwise, including Patents, know-how, trademarks or copyrights owned or licensed by any Sublicensee of such obligations and covenantsRepligen, M.I.T. or their respective Affiliates. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense any of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance by such Contract Organization of such obligations and covenants. [***]. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***].

Sublicense. With respect Seller is party to any Sublicense the Formulation License-in Agreement, whereby Mediterranean Cuisine Operating Company, LLC granted or to be granted pursuant to Section 2.1(a): Seller a perpetual, non-exclusive (except as set forth in the Formulation License-in Agreement), royalty-free, and irrevocable (except as set forth in the Formulation License-in Agreement), right and license to: (a) If ONCORUS intends to sublicense use, reproduce, modify, improve and create derivative works of certain Licensed Formulations (as set forth in the rights granted Formulation License-in this Agreement under any of the Licensed Claims to a Pharma for the purpose of the developmentAgreement), manufacture and commercialization of ONCORUS Products, ONCORUS shall obtain NOF’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which shall be accompanied by a document stating [***]. (b) If ONCORUS intends to sublicense make, have made, use, sell and offer for sale any food or beverage items developed by Seller from the rights granted Licensed Formulations and (c) use the Licensed Formulations for mass-marketed, pre-packaged foods and beverages solely in this Agreement under any connection with the “Yalla” brand (collectively, the “Permitted Use”). Per the terms of the Formulation License-in Agreement, Seller hereby grants Buyer a perpetual, non-exclusive, royalty-free, and irrevocable (except as set forth herein) right and sub-license to use the Licensed Claims to its Affiliate or Pharma Formulations for the purpose Permitted Uses (the “Sublicense”). Buyer agrees to be bound by the terms and conditions of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within the scope of the licenses granted to ONCORUS pursuant to Section 2.1 and shall incorporate, Formulation License-in Agreement. The Sublicense is irrevocable only to the extent applicablethat the Formulation License-in Agreement is irrevocable and may be terminated/revoked if Buyer fails to comply with the terms and conditions of the Formulation License-in Agreement or uses the Licensed Formulations for a use other than a Permitted Use. All limitations set forth in the Formulation License-in Agreement, substantially including without limitation the same obligations Disclaimers and covenants Limitations on Liability, apply (except economic termsmutatis mutandis) as those owed by ONCORUS to NOF under this the Sublicense granted herein. Notwithstanding anything to the contrary, (w) promptly following the date hereof, Seller shall use commercially reasonable efforts to obtain consent from Mediterranean Cuisine Operating Company, LLC to assign the Formulation License-in Agreement and be binding to Purchaser, (x) upon obtaining such consent, Seller shall promptly assign the Formulation License-in Agreement to Purchaser, (y) upon such Sublicensee. ONCORUS assignment, the Sublicense shall automatically and immediately terminate with no further action on the part of any Person and (z) if such consent cannot be responsible for obtained, Seller shall sublicense the performance or compliance by any Sublicensee Formulation License-in Agreement to franchisees of such obligations and covenants. Purchaser utilizing the form (cmutatis mutandis) If ONCORUS or its Affiliate or Pharma intends to sublicense any of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance by such Contract Organization of such obligations and covenants. [***]Sublicense. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***].

Sublicense. With respect 3.1. The Parties intend that MPP will identify potential manufacturers of pharmaceutical products with a view to any Sublicense granted or enter into Sublicenses. Upon identification of such a manufacturer, in each case, MPP shall provide notice to be granted pursuant to Ferring of the identity of the manufacturer (including the name, address, principal place of business, list of affiliated entities) and provide Ferring with (i) the information contemplated by Section 2.1(a): 3.2, (aii) If ONCORUS intends to sublicense the rights granted in this Agreement under any complete development, manufacturing and commercialization plans proposed by the manufacturer, including without limitation the proposed supply chain of the Licensed Claims Product; and (iii) any additional information that may be at the time reasonably requested by Ferring to enable Ferring to evaluate a Pharma for proposed Sublicensee. 3.2. MPP shall only enter into Sublicenses with entities that have produced reasonable evidence demonstrating their intent and capability to: (i) comply with applicable laws relating to corruption (including but not limited to: anti-bribery laws and the purpose of U.S. Foreign Corrupt Practices Act and the developmentUK Bribery Act), where certification to this effect, absent other contrary evidence, shall constitute reasonable evidence under this Section 3.2; (ii) manufacture and commercialization distribute Licensed Product in a manner consistent with GDP and GMP, and either WHO pre-qualification standards or the standards of ONCORUS Products, ONCORUS any Stringent Regulatory Authority; and (iii) make the Licensed Product available in the Territory at terms that will facilitate access to the Licensed Product solely for use in the Field within the Territory. 3.3. MPP shall obtain NOF’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, NOF agrees to respond to enter into a Sublicense with a party without ▇▇▇▇▇▇▇’▇ prior written consent with respect to that party. ▇▇▇▇▇▇▇’▇ consent shall not be withheld, except as reasonably based upon the Sublicensee requirements set forth in this Section 3 not being met. ▇▇▇▇▇▇▇'▇ consent shall be understood as granted unless otherwise notified by ▇▇▇▇▇▇▇ in writing within thirty (30) days of MPP’s request for initial written notice to Ferring pursuant to this Section 3.3. Ferring’s consent within [***] business days to a Sublicense pursuant to this Section 3.3 shall not waive or derogate from any other obligation of MPP under this Agreement. If Ferring reasonably objects to a Sublicense being granted pursuant to this Section 3.3, the Parties shall discuss in good ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ concerns and any potential mitigations necessary to address Ferring’s concerns and if not appropriately mitigated as reasonably determined by Ferring, such sublicense shall not be granted. 3.4. MPP shall not grant sublicenses other than in the form of the Sublicense (after receiving Ferring’s prior written consent as set forth above). 3.5. MPP shall cause the Sublicensees to purchase and maintain appropriate product liability insurance as per the terms of the Sublicense. 3.6. MPP acknowledges that the number of Sublicenses entered into with Sublicensees pursuant to this Agreement must be commensurate to the need for Licensed Product for use in the Field in the Territory or in specific Target Countries within the Territory. 3.7. MPP shall ensure that at the same time as any Sublicense is entered into, the relevant Sublicensee shall also execute a Letter of Indemnity and that within five (5) Business Days of the execution of such request from ONCORUSSublicense, which a fully executed copy of the relevant Sublicense and two originals of the relevant Letter of Indemnity shall be accompanied by a document stating [***]provided to Ferring. (b) If ONCORUS intends to sublicense 3.8. For the rights granted avoidance of doubt, nothing in this Agreement under any of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within construed as a waiver of, or prevent Ferring from exercising, any rights it may have in connection with any acts or omissions by a Sublicensee that does not comply with this Agreement or the scope Sublicense. 3.9. MPP and Ferring together commit to meet and review on an annual basis the operational elements of the licenses granted to ONCORUS pursuant to Section 2.1 and shall incorporate, to the extent applicable, substantially the same obligations and covenants (except economic terms) as those owed by ONCORUS to NOF under this Agreement and will work in good faith to ensure effective use of the resources of both Parties and any amendments that need to be binding upon made to this Agreement. 3.10. Following the Effective Date, Ferring shall assemble a discrete data package related to the Licensed Know-How. A Sublicensee shall submit any request for access to the data package to MPP in writing. MPP shall collect relevant access information, as determined by Ferring, from such Sublicensee to enable access to the data package and submit such information to Ferring, following which Ferring shall make the data package available to such Sublicensee. ONCORUS shall be responsible for the performance or compliance by any Sublicensee of MPP acknowledges that such obligations and covenants. (c) If ONCORUS or its Affiliate or Pharma intends to sublicense any of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, data package is and shall be responsible treated by MPP and each Sublicensee as Ferring's Confidential Information. Ferring shall not be required to provide any technical support or technical assistance to a Sublicensee for the performance or compliance by such Contract Organization of such obligations and covenants. [***]any reason. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c)), if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***].

Sublicense. With respect to any Sublicense granted or to be granted pursuant to Section 2.1(a): (a) If ONCORUS intends Repligen hereby grants to ImClone, as well as present and future Affiliates of ImClone, a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable (except as explicitly provided in Section 4.2), sublicense throughout the rights granted Territory under the Sublicensed Patent Rights: (i) to use, make, have made, import, offer to sell, sell, market, promote, distribute, develop and/or commercialize Licensed Products in this Agreement under any of the Licensed Claims Field, excluding the right to a Pharma for grant sublicenses; and (ii) to practice, have practiced, use, sell and/or commercialize Licensed Processes in the purpose of Licensed Field, excluding the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall obtain NOF’s prior written consent, not right to be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which shall be accompanied by a document stating [***]grant sublicenses. (b) If ONCORUS intends to sublicense ImClone acknowledges that the rights granted in this Agreement under any of the Licensed Claims TLA that are sublicensed to its Affiliate or Pharma for the purpose of the development, manufacture ImClone hereunder do not and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within cannot exceed the scope of Repligen’s rights under the licenses granted to ONCORUS TLA. Except as expressly set forth pursuant to this Section 2.1 and 2.1, ImClone shall incorporate, to the extent applicable, substantially the same obligations and covenants (except economic terms) as those owed by ONCORUS to NOF not acquire any license or other intellectual property interest under this Agreement and be binding upon such Sublicensee. ONCORUS shall be responsible for the performance Agreement, by implication or compliance otherwise, including Patents, know-how, trademarks or copyrights owned or licensed by any Sublicensee of such obligations and covenantsRepligen or its Affiliates. (c) If ONCORUS or its Affiliate or Pharma intends All rights granted by Repligen to sublicense any ImClone are granted under Paragraph 2(a), and not Paragraph 2(b), of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and shall be responsible for the performance or compliance by such Contract Organization of such obligations and covenants. [***]TLA. (d) Subject During the term of this Agreement ImClone, as required pursuant to SECTION 3 belowthe terms of its contracts with collaboration or manufacturing partners, ONCORUS may at any time, and from time to time, give notice to Repligen regarding ImClone’s desire that Repligen grant another sublicense under the * – Confidential Treatment Requested Sublicensed Patent Rights, which sublicense would be granted to a collaboration partner or a manufacturing partner for Erbitux existing at the time such notice is given, (each such partner, a “New Sublicensee”). Within 30 days of receiving such a notice, subject to reasonable assurances that the proposed New Sublicensee can make the representations and warranties required below to comply with the restrictions of the TLA, Repligen shall collect [***] all payments dueprovide such New Sublicensee (with a copy to ImClone) with a sublicense agreement duly executed by Repligen in the same form as this Agreement provided that (a) Repligen and such New Sublicensee shall be parties to such sublicense (ImClone will not be party), directly with the sublicense running from Repligen to such New Sublicensee, and (b) such sublicense grant shall be limited by adding to the end the phrase “; provided in each case only with regard to Erbitux and/or its manufacture, and not with regard to any other products or indirectlymanufacture of any such other products.” For the avoidance of doubt, in such sublicense agreement, such New Sublicensee shall make to NOF from Repligen the Sublicensees (except where same representations and warranties made by ImClone to Repligen under this Agreement, including without limitation those representations, warranties and contract terms made and agreed to in connection with confirming that such New Sublicensee is and remains a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c))permitted sublicensee under Paragraph 9 of the TLA. Upon each such New Sublicensee executing such sublicense agreement provided to it by Repligen, if any, and summarize and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales of ONCORUS Products by each such New Sublicensee shall be sublicensed under the relevant Sublicensed Patent Rights pursuant to the terms and conditions of such sublicense agreement; [***]; (e) [***].

Sublicense. With respect Licensee shall have no right to any Sublicense granted sublicense the Licensed Property except that Licensee shall be permitted to sublicense the Licensed Property to Aquarium Suppliers solely to the extent necessary for such Aquarium Suppliers to assist with the Purpose or as otherwise expressly permitted by Licensor in writing. Licensee's right to be granted pursuant sublicense the Licensed Property to Section 2.1(a): Aquarium Suppliers is subject to the following: (a) If ONCORUS intends to all sublicenses shall be non-exclusive, non-transferrable and non-sublicensable; (b) no sublicense may exceed the scope of rights granted to Licensee under this Agreement; (c) in the event of any expiration or termination of this Agreement under any Agreement, all sublicense rights will automatically terminate effective as of the expiration or termination date of this Agreement; (d) Licensee shall require all sublicensees to agree in writing to be bound by the applicable terms and conditions of this Agreement; (e) Licensor shall be a third-party beneficiary to the sublicense agreement, with an independent right to enforce the same; (f) all rights and goodwill arising out of use of the Licensed Claims to a Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS Property by such sublicensees shall obtain NOF’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, NOF agrees to respond to ▇▇▇▇▇▇▇’s request for consent within [***] business days after receiving such request from ONCORUS, which shall be accompanied by a document stating [***]. (b) If ONCORUS intends to sublicense the rights granted in this Agreement under any of the Licensed Claims to its Affiliate or Pharma for the purpose of the development, manufacture and commercialization of ONCORUS Products, ONCORUS shall (i) enter into a separate written sublicense agreement for the sublicensing of Licensed Claims with such Affiliate or Pharma, [***] provided, however, that any such Sublicenses shall be solely within the scope of the licenses granted to ONCORUS pursuant to Section 2.1 and shall incorporate, inure to the extent applicable, substantially the same obligations sole benefit of Licensor; and covenants (except economic termsg) as those owed by ONCORUS to NOF under this Agreement and be binding upon such Sublicensee. ONCORUS Licensee shall be responsible and liable for the performance acts or compliance by any Sublicensee omissions of its sublicensees as if such obligations and covenants. (c) If ONCORUS acts or its Affiliate omissions were the acts or Pharma intends omissions of Licensee. Subject to sublicense any this Section 2.2, the granting of the Licensed Claims to a Contract Organization for the purpose of the manufacture of ONCORUS Products, ONCORUS or its Affiliate or Pharma shall impose, to the extent applicable, substantially the same obligations and covenants (except economic terms and those in SECTION 4) as those owed by ONCORUS to NOF under this Agreement on such Contract Organization, and sublicenses shall be responsible for in Licensee's sole and exclusive discretion, including with respect to (x) the performance identity of any sublicensee, (y) the applicable licensee fees or compliance by such Contract Organization of such obligations and covenants. [***]. (d) Subject to SECTION 3 below, ONCORUS shall collect [***] all payments due, directly or indirectly, to NOF from the Sublicensees (except where such Sublicensee is a Contract Organization which has been granted a Sublicense in accordance with Section 2.2(c))royalty rates, if any, and summarize (z) other terms and deliver all reports due, directly or indirectly, to NOF relating to any Net Sales conditions of ONCORUS Products by such Sublicensee under the relevant sublicense agreement; [***]; (e) [***]sublicense.