Common use of Sublicensees Clause in Contracts

Sublicensees. 4.1 The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject to the rights of The Regents under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.

Sublicensees. 4.1 The Regents also grants to IntraBiotics Licensee shall have the right to issue exclusive or nonexclusive sublicenses ("Sublicenses"but not the obligation) to third parties sublicense those rights granted to makeit under Section 2.1.1 and Section 2.2.2 to (i) any Affiliate or Third Party outside of the United States, have madewithout the prior written consent of Licensor, use (ii) a Qualified Sublicensee [*CONFIDENTIAL*], without the prior written consent of Licensor, and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT(iii) any other Third Parties [*CONFIDENTIAL*], MARKED BY BRACKETSwith Licensor’s prior written consent, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933not to be unreasonably withheld or delayed (each of (i) through (iii), AS AMENDEDa “Sublicensee”), which sublicenses may include the right of such Sublicensees to grant further sublicenses on terms consistent with this Section 2.3.2 (and any such sub-sublicensees, regardless of the number of tiers, shall be a “Sublicensee”). Licensed Products Each sublicense granted by Licensee or its Sublicensees shall be consistent with the terms and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under conditions of this Agreement. All Licensee shall provide Licensor notice of each sublicense promptly after the execution, and prior to any public disclosure, thereof identifying the Sublicensee, the countries involved and whether such Sublicenses Sublicensee is being granted the right(s) to Develop, Manufacture and/or Commercialize the Compound and/or Product. Licensee shall be subject remain responsible for the performance or non-performance of all of its obligations under this Agreement by any Sublicensees as if such actions or inactions were being taken, or omitted, directly by Licensee and, accordingly, Licensee shall have such cure rights, if any, as are provided to the rights Licensee hereunder in connection with any such actions or inactions as may constitute a breach of The Regents this Agreement. Without limiting Licensee’s obligations under this Agreement, with Licensee shall enforce the exception terms of each relevant sublicense agreement as Licensee will deem appropriate in the best interest of the Product. Licensee hereby expressly waives any requirement that Sublicensees need not pay the license issue fee provided for in Article 5Licensor exhaust any right, power or remedy, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rightsproceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. For the purposes avoidance of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rightsdoubt, and an earned royalty equal notwithstanding the grant of any sublicense with respect to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reasonone or more countries, all outstanding Sublicenses will be assigned to The Regents and Licensee will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents directly responsible for all amounts owed to Licensor under this Agreement.

Sublicensees. 4.1 A. New Paragraph 3.4 is added: (a) If The Regents also grants (as represented by the actual knowledge of The Regents’ Office of Technology Transfer licensing professional responsible for administration of this case) or a third party discovers and notifies the licensing professional that Licensed Products or Licensed Methods covered by Regents’ Patent Rights for which Licensee was granted an exclusive license are useful for sampling analyte(s) other than glucose or administering therapeutic agent(s) and such Licensed Products or Licensed Methods have not been developed or are not currently under development by Licensee, then The Regents, as represented by the Office of Technology Transfer, may give written notice to IntraBiotics the Licensee of the third party’s interest in developing Licensed Product and Licensed Method for such purpose. (b) Licensee shall have ninety (90) days to give The Regents written notice stating whether Licensee elects to develop Licensed Products or Licensed Methods for such other analyte(s) or agent(s). (c) If Licensee elects to develop and commercialize the proposed Licensed Products or Licensed Methods for such other analyte(s) or agent(s), then Licensee shall negotiate with The Regents reasonable milestones for the development of such other analyte(s) or agent(s) to be added to Paragraph 6.4 of the Agreement, and submit a Progress Report every six (6) months to The Regents outlining the Licensee’s development and commercialization efforts for such other analyte(s) or agent(s). (d) If Licensee elects not to develop and commercialize the proposed Licensed Products or Licensed Methods for such analyte(s) or agent(s), then Licensee shall notify The Regents in writing of this election, and The Regents may seek a third party(ies) to develop and commercialize the proposed Licensed Products or Licensed Methods for the other analyte(s) or agent(s). If The Regents is successful in finding such third party, it shall refer such third party to Licensee. If the third party requests in writing a sublicense under this Agreement, then the Licensee shall report in writing the request to The Regents within thirty (30) days from the date of such written request. If the request results in a sublicense, then Licensee shall report it in writing to The Regents pursuant to Paragraph 3.2 of the Agreement. (e) If the Licensee refuses to grant a sublicense to such third party, then within thirty (30) days after such refusal, which shall be in writing, the Licensee shall submit to The Regents a written report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal to grant the proposed sublicense. This justification may be based on financial terms as well as the competitive position of the third party in relationship to Licensee. The parties agree that the Licensee is under no obligation to grant a sublicense to a third party that would result in the Licensee receiving an earned royalty of less than two and one half percent (2.5%) of Net Sales from such third party. If however, The Regents, at its sole reasonable discretion, determines that the terms proposed by the third party are reasonable under the circumstances, then The Regents shall have the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") grant to the third parties party a license to make, have made, use use, sell, offer for sale and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. import Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject Method for other analyte(s) or agent(s) on terms no less favorable to the rights of The Regents than the terms last proposed to Licensee by the third party providing royalty rates are at least equal to those paid by Licensee. (f) For avoidance of doubt, The Regents’ right to grant a license under this AgreementParagraph 3.4(e) shall not extend to any product, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5material, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely method developed independently by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products Licensee which is not covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint ’ Patent Rights. 4.3 IntraBiotics shall pay to (g) Notwithstanding the letter dated August 25, 2000, by The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with Regents, the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement has not been terminated for any reason, all outstanding Sublicenses analyte(s) or agent(s). Licensee will be assigned to The Regents and will remain in full force and effect under the same terms and conditions work with The Regents as the licensor thereunder in the stead of IntraBioticsto ascertain whether any third party, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreementincluding Inventors, are requesting sublicenses.

Sublicensees. 4.1 13.1 LICENSEE may grant sublicense(s) during the Exclusive period. 13.2 If LICENSEE is [*] for which there [*], LICENSEE will, at STANFORD's request, [*]. 13.3 Any sublicense(s) granted by LICENSEE under this Agreement shall be subject and subordinate to terms and conditions of this Agreement, except: (a) Sublicense terms and conditions shall reflect that any sublicensee(s) may grant sublicenses, [*]; and (b) The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods earned royalty rate specified in the Field suclicense(s) may be at higher rates than the rates in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All Any such Sublicenses sublicense(s) also shall be subject expressly include the provisions of Articles 7, 8, and 9 for the benefit of STANFORD and provide for the transfer of all obligations, including the payment of royalties specified in such sublicense(s), to STANFORD or its designee, in the event that this Agreement is terminated. 13.4 LICENSEE agrees to provide STANFORD a copy of any sublicense granted pursuant to this Article 13. (a) LICENSEE shall pay to STANFORD— 1. [*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant of a sublicense under such rights if such Licensed Product [*] at the time that the sublicense is granted; or 2. [*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant of a sublicense under such rights if such Licensed Product [*] at the time that the sublicense is granted; less [*]. (b) Notwithstanding Paragraph 6.3, if LICENSEE grants a sublicense to Licensed Product and receives Sublicense Revenues in consideration of such sublicense, then LICENSEE shall pay to STANFORD an earned royalty on Net Sales equal to [*] of Net Sales by LICENSEE and its sublicensees in such sublicense territory. (c) Subject to Paragraph 13.5(b), Sublicensee Revenues shall mean the following payments received by LICENSEE from a Sublicensee in connection with a Sublicense and the Licensed Products for which such Sublicense is granted all: (i) [*] payments in cash; and (ii) [*]. It shall not include sharing of, or reimbursement for, [*]. 13.6 LICENSEE may grant [*] sublicenses or cross-licenses provided LICENSEE [*] STANFORD [*]. 13.7 The Regents parties acknowledge that LICENSEE will develop or require access to technologies other than the Licensed Patents to develop and commercialize Licensed Products, and that it will receive payments from its sublicensees in consideration both for the grant of a sublicense under this Agreement as well as the grant to such sublicensee of other licenses, sublicenses and similar rights by LICENSEE. Accordingly, LICENSEE shall have the right, in calculating amounts due to STANFORD under Paragraphs 6.3 and 13.5, to determine in good faith which portion of Net Sales and Sublicense Revenues is attributable to technology covered by the Licensed Patents, and which portion is attributable to other technologies contributing to products sold. In applying the foregoing, the parties agree that as of the April 23, 2003, that E2F decoy product is covered primarily by intellectual property rights licensed from each of STANFORD hereunder and the Xxxxxxx and Women's Hospital, Inc. ("BWH") pursuant to an agreement between LICENSEE and BWH dated January 1, 1999 (as amended and restated), and that for such product consisting of the compound designated "E2F decoy" and a pressurized nucleotide delivery device substantially similar to that existing as of April 23, 2003, but that contains no other material component, LICENSEE shall designate [*] of the Net Sales and [*] of the Sublicense Revenues of such product by LICENSEE or sublicensees as attributable to Licensed Patents licensed under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided absent a basis for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212an alternative apportionment. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.

Sublicensees. 4.1 13.1 LICENSEE may grant sublicense(s) during the Exclusive period. 13.2 If LICENSEE is unable or unwilling to serve or develop a potential market or market territory for which there is a willing sublicensee(s), LICENSEE will, at STANFORD's request, negotiate in good faith a sublicense(s) hereunder. 13.3 Any sublicense(s) granted by LICENSEE under this Agreement shall be subject and subordinate to terms and conditions of this Agreement, except: (a) Sublicense terms and conditions shall reflect that any sublicensee(s) may grant sublicenses, [*]; and (b) The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods earned royalty rate specified in the Field suclicense(s) may be at higher rates than the rates in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All Any such Sublicenses sublicense(s) also shall be subject expressly include the provisions of Articles 7, 8, and 9 for the benefit of STANFORD and provide for the transfer of all obligations, including the payment of royalties specified in such sublicense(s), to STANFORD or its designee, in the event that this Agreement is terminated. 13.4 LICENSEE agrees to provide STANFORD a copy of any sublicense granted pursuant to this Article 13. (a) LICENSEE shall pay to STANFORD— 1. [*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant of a sublicense under such rights if such Licensed Product has not yet completed a Phase III trial at the time that the sublicense is granted; or 2. [*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant of a sublicense under such rights if such Licensed Product has completed a Phase III trial at the time that the sublicense is granted; less milestones payable under Paragraph 6.4. (b) Notwithstanding Paragraph 6.3, if LICENSEE grants a sublicense to Licensed Product and receives Sublicense Revenues in consideration of such sublicense, then LICENSEE shall pay to STANFORD an earned royalty on Net Sales equal to [*] of Net Sales by LICENSEE and its sublicensees in such sublicense territory. (c) Subject to Paragraph 13.5(b), Sublicensee Revenues shall mean the following payments received by LICENSEE from a Sublicensee in connection with a Sublicense and the Licensed Products for which such Sublicense is granted all: (i) up front payments in cash; and (ii) research, development or regulatory milestone payments. It shall not include sharing of, or reimbursement for, clinical, registration, commercialization or manufacturing costs. 13.6 LICENSEE may grant royalty-free or non-cash sublicenses or cross-licenses provided LICENSEE pays all royalties due STANFORD from sublicensee's Net Sales. 13.7 The Regents parties acknowledge that LICENSEE will develop or require access to technologies other than the Licensed Patents to develop and commercialize Licensed Products, and that it will receive payments from its sublicensees in consideration both for the grant of a sublicense under this Agreement as well as the grant to such sublicensee of other licenses, sublicenses and similar rights by LICENSEE. Accordingly, LICENSEE shall have the right, in calculating amounts due to STANFORD under Paragraphs 6.3 and 13.5, to determine in good faith which portion of Net Sales and Sublicense Revenues is attributable to technology covered by the Licensed Patents, and which portion is attributable to other technologies contributing to products sold. In applying the foregoing, the parties agree that as of the April 23, 2003, that E2F decoy product is covered primarily by intellectual property rights licensed from each of STANFORD hereunder and the Xxxxxxx and Women's Hospital, Inc. ("BWH") pursuant to an agreement between LICENSEE and BWH dated January 1, 1999 (as amended and restated), and that for such product consisting of the compound designated "E2F decoy" and a pressurized nucleotide delivery device substantially similar to that existing as of April 23, 2003, but that contains no other material component, LICENSEE shall designate [*] of the Net Sales and [*] of the Sublicense Revenues of such product by LICENSEE or sublicensees as attributable to Licensed Patents licensed under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided absent a basis for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212an alternative apportionment. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.

Sublicensees. 4.1 A. New Paragraph 3.4 is added: (a) If The Regents also grants (as represented by the actual knowledge of The Regents’ Office of Technology Transfer licensing professional responsible for administration of this case) or a third party discovers and notifies the licensing professional that Licensed Products or Licensed Methods covered by Regents’ Patent Rights for which Licensee was granted an exclusive license are useful for sampling analyte(s) other than glucose or administering therapeutic agent(s) and such Licensed Products or Licensed Methods have not been developed or are not currently under development by Licensee, then The Regents, as represented by the Office of Technology Transfer, may give written notice to IntraBiotics the Licensee of the third party’s interest in developing Licensed Product and Licensed Method for such purpose. (b) Licensee shall have ninety (90) days to give The Regents written notice stating whether Licensee elects to develop Licensed Products or Licensed Methods for such other analyte(s) or agent(s). (c) If Licensee elects to develop and commercialize the proposed Licensed Products or Licensed Methods for such other analyte(s) or agent(s), then Licensee shall negotiate with The Regents reasonable milestones for the development of such other analyte(s) or agent(s) to be added to Paragraph 6.4 of the Agreement, and submit a Progress Report every six (6) months to The Regents outlining the Licensee’s development and commercialization efforts for such other analyte(s) or agent(s). (d) If Licensee elects not to develop and commercialize the proposed Licensed Products or Licensed Methods for such analyte(s) or agent(s), then Licensee shall notify The Regents in writing of this election, and The Regents may seek a third party(ies) to develop and commercialize the proposed Licensed Products or Licensed Methods for the other analyte(s) or agent(s). If The Regents is successful in finding such third party, it shall refer such third party to Licensee. If the third party requests in writing a sublicense under this Agreement, then the Licensee shall report in writing the request to The Regents within thirty (30) days from the date of such written request. If the request results in a sublicense, then Licensee shall report it in writing to The Regents pursuant to Paragraph 3.2 of the Agreement. (e) If the Licensee refuses to grant a sublicense to such third party, then within thirty (30) days after such refusal, which shall be in writing, the Licensee shall submit to The Regents a written report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal to grant the proposed sublicense. This justification may be based on financial terms as well as the competitive position of the third party in relationship to Licensee. The parties agree that the Licensee is under no obligation to grant a sublicense to a third party that would result in the Licensee receiving an earned royalty of less than [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] of Net Sales from such third party. If however, The Regents, at its sole reasonable discretion, determines that the terms proposed by the third party are reasonable under the circumstances, then The Regents shall have the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") grant to the third parties party a license to make, have made, use use, sell, offer for sale and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. import Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject Method for other analyte(s) or agent(s) on terms no less favorable to the rights of The Regents than the terms last proposed to Licensee by the third party providing royalty rates are at least equal to those paid by Licensee. (f) For avoidance of doubt, The Regents’ right to grant a license under this AgreementParagraph 3.4(e) shall not extend to any product, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5material, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely method developed independently by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products Licensee which is not covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint ’ Patent Rights. 4.3 IntraBiotics shall pay to (g) Notwithstanding the letter dated [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.], by The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with Regents, the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement has not been terminated for any reason, all outstanding Sublicenses analyte(s) or agent(s). Licensee will be assigned to The Regents and will remain in full force and effect under the same terms and conditions work with The Regents as the licensor thereunder in the stead of IntraBioticsto ascertain whether any third party, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreementincluding Inventors, are requesting sublicenses.

Sublicensees. 4.1 The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject Subject to the rights of The Regents Astellas under this the Astellas License Agreement, with CHRP shall have the exception that right, upon the approval of NGX to grant sublicenses to Sublicensees need not pay under the license issue fee provided Patent Rights and/or NGX Know-How to Manufacture, package and have packaged, develop, register, keep, import, offer for in Article 5sale, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to makesell, have madesold, use use, market, distribute and/or promote any Product in any country or countries in the Territory, provided that NGX shall not withhold or delay any such approval for economic reasons (i) prior to such time as CHRP has received Revenue Interest Payments under the Financing Agreement in an amount equal to 1.75 times the Revenue Investment Advance, provided, however, that CHRP shall act in good faith to maximize the Revenue Interest (both during the term of this Agreement and sell Licensed Products thereafter) derived from such sublicense; (ii) after such time as CHRP has received Revenue Interest Payments under the Financing Agreement in an amount equal to [***] the Revenue Investment Advance, if the economics in consideration with such sublicense are reasonable taking into consideration all relevant factors including CHRP’s and NGX’s respective interest in the Revenue Interest generated therefrom; provided that in all events each Sublicensee shall be responsible for and reimburse NGX for any and all amounts due by NGX to practice Licensed Methods Third Parties in consideration of any rights to the NGX Know-How or Patent Rights as a result of the grant to or exercise of by or under authority of such Sublicensee (including amounts due by NGX to LTS under the LTS Agreement and UC under the UC License Agreement) and (iii) any other obligations of NGX thereunder is no more onerous on NGX and materially similar to those set forth in the Astellas License Agreement with respect to Astellas. For clarity, unless NGX otherwise agrees (such agreement not to be unreasonably withheld or delayed) any such sublicense shall (a) be pursuant to a written agreement (each, a “Sublicense Agreement”) that are covered solely by Joint Patent Rightsincludes the provisions materially similar to the provisions of Sections 2.6 (No Modifications to the Product), 2. 7.1 2.7.3 (Competitive Products; Astellas, for the purposes Exclusivity Period and scope described therein), 2. 7.8 (Ex-Territory; No Exploitation except as Licensed), 4.3 (Extraterritorial DPR), 4.4 (Existing NGX Third Party Royalties), 4.5 (Discounting), 4.6 (Royalty Reports), 5.1 (with references to “JSC” meaning the JSC as established by NGX and CHRP hereunder and references to “Existing Product” replaced by “each Product”), 8 (Commercialization), 10 (Payments; Book and Records), 11 (Intellectual Property), 12 (Trademarks), 13 (Confidentiality), 15 (Liability), 16 (Indemnification), 17 (Term and Termination), 18 (Effect of Expiration or Termination), 19 (Dispute Resolution) and 20 (Miscellaneous) of the Astellas License Agreement with the applicable Sublicensee in place of Astellas in such provisions, (b) include a provision materially similar to Section 2.3.2 hereof with the applicable Sublicensee in place of CHRP, (c) otherwise consistent with the terms and conditions of this Agreement, such licenses including the assignment to NGX upon expiration hereof as provided in Section 2.5.3 below and (d) NGX shall be considered Sublicenses. To the extent applicableeither a (I) signatory thereto or (II) a named and intended third party beneficiary thereof, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance either case with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide right to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to enforce the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions thereof in consultation with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this AgreementCHRP.

Sublicensees. 4.1 The Regents also grants AstraZeneca shall not grant sublicenses under any or all of this Agreement in *** without the prior express written consent of Avanir; provided, however, no such consent shall be required in the event (i) AstraZeneca demonstrates that pursuant to IntraBiotics each such sublicense, the reasonably anticipated economic benefits to Avanir will be no less favourable on the whole than if the definition of "Net Sales" had applied equally to the gross invoiced amount on sales of the Licensed Product by Sublicensees under the sublicensing arrangement proposed; (ii) that such sublicense was granted in order to CONFIDENTIAL TREATMENT REQUESTED satisfy concerns of Competition/Anti Trust authorities in *** or that a sublicence was otherwise compelled to be granted pursuant to Applicable Law; or (iii) AstraZeneca confirms in writing to Avanir that it will pay royalties to Avanir from the sublicensing arrangement proposed by applying for such arrangement a definition of the Net Sales as mentioned under sub-clause (i). With respect to sublicenses granted by AstraZeneca outside the *** as set forth under sub-clause (ii)), AstraZeneca shall pay to Avanir an amount equal to *** percent (***%) of all sublicensing revenues received by it or its Affiliates from Sublicensees whether comprising license fees, milestone payments, royalties in respect of sales of Licensed Product or Licensed Compound by Sublicensees to Third Parties, or other similar or dissimilar payments in respect of the sublicensing of rights under this Agreement and the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. commercialise Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this AgreementCompounds. All such Sublicenses amounts received by AstraZeneca and its Affiliates upon which Avanir is paid *** percent (***%) shall be subject deemed to the rights of The Regents under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, be Net Sales for the purposes purpose of this Agreement, such licenses deciding the Annual Net Sales under Section 10.2 and shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the counted before any Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered AstraZeneca by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rightsother means. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.