Common use of Sublicenses Clause in Contracts

Sublicenses. Licensee shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee Genocea shall have the right to grant sublicenses under sublicense the grants rights granted by Isconova to Genocea in Section 2.1 Sections 3.1.1 through 3.1.3: provided that, unless Genocea obtains Isconova’s prior written consent, Genocea shall only be able to sublicense such rights to (i) one (1) Third Party in each country in the Territory and (ii) those Third Parties who are engaged for the distribution of Licensed Products on behalf of Genocea, including but not limited to wholesalers, retailers and distributors of Licensed Products. For the avoidance of doubt, a Third Party Sublicensee who is granted a sublicense by Genocea under this Section 3.1.5 shall not be able to sub-sublicense their sublicensed rights to any Third Party other than those Third Parties who are engaged for the distribution of Licensed Products by the Third Party Sublicensee (including but not limited to wholesalers, retailers and distributors of Licensed Products) without Isconova’s prior written consent. Each sublicense granted by Genocea pursuant to a separate written agreement, this Section 3.1.5 shall be subject and subordinate to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement, including Articles 3.10confidentiality and indemnity obligations comparable to those set forth herein. Genocea shall cause any Sublicensee to execute an Isconova Commercial Partner Agreement, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and in the form attached hereto as Exhibit E. Genocea remains primarily responsible for the performance of its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of Sublicensees under this Agreement. If this Agreement by NovaDel pursuant to Section 8.3 terminates for any reason, any Sublicensee of Genocea that is then not in default shall, from the effective date of such termination, automatically become a direct licensee of Isconova with respect to Licensee and on the same terms as the rights originally sublicensed to the Sublicensee by Genocea, and Isconova agrees that it shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a confirm the foregoing in writing at the request and for the benefit of the Sublicensee, provided that (a) such Sublicensee is not as further set forth in breach of any provision of this Agreement or the applicable sublicense agreementIsconova Commercial Partner Agreement. Notwithstanding the foregoing, (b) such Sublicensee under no circumstances shall perform all Isconova have obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches that are greater than those owed to Genocea hereunder as a result of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidpreceding sentence.

Sublicenses. Licensee COMPANY shall have the right to grant sublicenses under the grants its license grant as described in Section 2.1 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to Third Parties pursuant enable COMPANY to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect comply with this Agreement. The terms of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with shall not contradict the terms and conditions of this AgreementAGREEMENT and shall include (at least) the following provisions: prohibiting any use of THE PARTIES’s names, including Articles 3.10requiring indemnification of THE PARTIES, 5, 6, 10, 11, 13 and 16requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that Sublicensee in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution not grant or receipt thereof, as applicable, Licensee shall provide NovaDel with amend any sublicense under PATENT RIGHTS unless it first submits a full and complete copy draft of each any such proposed sublicense or amendment (as the case may be) to THE PARTIES and then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of any approved sublicense agreement granted hereunder and shall deliver copies or amendment within thirty (30) days of all reports (including relating to royalties and other payments) received execution thereof by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to COMPANY. Upon termination of this Agreement for any reason, existing sublicenses of the PATENT RIGHTS, if not then in breach, shall remain in full force and effect, with respect the effect that THE PARTIES shall be substituted in place of the COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to LicenseeSUBLICENSEE for any actual or alleged breach of such sublicense by COMPANY, (d) Licensee nor shall include THE PARTIES be obligated to accept any provisions in any the sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and that conflicts with the rights granted by THE PARTIES to the COMPANY, nor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of NovaDel to terminate this Agreement with respect to THE PARTIES’s legal obligations under any Sublicensee for breaches other sublicense granted by COMPANY, or by applicable federal, state or local statute or regulations or that violate any or all of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidTHE PARTIES’ policies.

Sublicenses. (a) Subject to the terms and conditions contained herein, Licensee may grant a sublicense of its rights hereunder to any of its Affiliates to use the Licensed Marks in connection with the support of the Existing Products in the Territory. Any such sublicence shall have be granted solely so as to enable such Affiliates to continue to support Existing Customers use of those Existing Products on or after the date of this Agreement (each such permitted sublicensee, an “Affiliate Sublicensee”). For purpose of this Agreement, “Affiliate” is defined as any entity that, at the time of determination, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Licensee, whether by contract, possession (directly or indirectly) of power to direct or cause the direction of the management or policies of such entity or the ownership (directly or indirectly) of securities or other interests in such entity). (b) In addition to the right to grant sublicenses pursuant to this Section 1.3, Licensee and each Affiliate Sublicensee shall be permitted to allow those resellers or distributors of the Existing Products prior to the date of this Agreement (the “Existing Resellers and Distributors”) to continue to use the Licensed Marks solely to support the use of those Existing Products by the Existing Customers to the same extent as those Existing Resellers and Distributors have been performing such obligations under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject relevant agreement with Licensee or such Affiliate Sublicensee prior to the following requirements date of this Agreement. Each such agreement shall contain restrictions on the use of the Licensed Marks by the Existing Resellers and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully Distributors which are consistent with the restrictions contained herein. (c) Notwithstanding the grant of any sublicense hereunder, Licensee shall remain liable for any breach or default of the applicable terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 any of its Affiliate Sublicensees, or Existing Resellers and Distributors with respect to the Licensed Marks. The Licensee shall not terminate notify the Licensor promptly in writing upon becoming aware that the use of the Licensed Marks by any Affiliate Sublicensee or any of the Existing Resellers and Distributors is in breach of the terms of this Agreement. (d) No such Affiliate Sublicensee or Existing Reseller and Distributor shall be permitted to sublicense to any other person or entity the rights granted by Licensee pursuant to this Section 2.4 it with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLicensed Marks.

Sublicenses. Licensee COMPANY shall have the right to grant sublicenses under the grants its license grant as described in Section 2.1 2.1. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to Third Parties pursuant enable COMPANY to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect comply with this Agreement. The terms of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with shall not contradict the terms and conditions of this AgreementAGREEMENT and shall include (at least) the following provisions: prohibiting any use of THE PARTIES’s names, including Articles 3.10requiring indemnification of THE PARTIES, 5, 6, 10, 11, 13 and 16requiring appropriate insurance, and disclaiming any warranties or representations by THE PARTIES. COMPANY shall also include provisions in all sublicenses to provide that Sublicensee in the event that SUBLICENSEE brings a PATENT CHALLENGE against any or all of THE PARTIES or assists another party in bringing a PATENT CHALLENGE against any or all of THE PARTIES (except as required under a court order or subpoena) then COMPANY may terminate the sublicense. COMPANY will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution not grant or receipt thereof, as applicable, Licensee shall provide NovaDel with amend any sublicense under PATENT RIGHTS unless it first submits a full and complete copy draft of each any such proposed sublicense or amendment (as the case may be) to THE PARTIES and then receives their prior written consent, which consent will not be unreasonably withheld or delayed. COMPANY shall promptly furnish THE PARTIES with fully signed photocopies of any sublicense agreement granted hereunder and shall deliver copies or amendment within thirty (30) days of all reports (including relating to royalties and other payments) received execution thereof by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to COMPANY. Upon termination of this Agreement for any reason, existing sublicenses of the PATENT RIGHTS, if not then in breach, shall remain in full force and effect, with respect the effect that THE PARTIES shall be substituted in place of the COMPANY in each SUBLICENSE. In no event shall THE PARTIES be liable to LicenseeSUBLICENSEE for any actual or alleged breach of such sublicense by COMPANY, (d) Licensee nor shall include THE PARTIES be obligated to accept any provisions in any the sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and that conflicts with the rights granted by THE PARTIES to the COMPANY, nor shall THE PARTIES be obligated to accept provisions that are inconsistent with any or all of NovaDel to terminate this Agreement with respect to THE PARTIES’s legal obligations under any Sublicensee for breaches of this Agreement other sublicense granted by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidCOMPANY, or by applicable federal, state or local statute or regulations or that violate THE PARTIES policies.

Sublicenses. A Licensee shall have the right to grant sublicenses may not sublicense any of its rights under the grants licenses granted to it pursuant to this Agreement except to (a) Affiliates of such Licensee, or (b) other Persons providing services for the benefit of Licensee in Section 2.1 connection with the businesses, products and services of Licensee that are covered by the licenses granted herein (each such other Person, a “Third Party Sublicensee” and, together with the Affiliates described in clause (a), a “Sublicensee”). Each permitted sublicense to a Third Parties Party Sublicensee shall be granted pursuant to a separate written agreement, agreement which at all times (i) is subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 daysto, and any sublicense agreement must be fully consistent with with, the terms and conditions of this Agreement, including Articles 3.10and (ii) includes provisions regarding confidentiality, 5ownership and use restrictions of the Licensed IP licensed to such Licensee at least as protective of Licensor as the provisions of this Agreement. In addition, 6without limiting the foregoing, 10Licensee shall have the right to grant distribution and resale rights to distributors, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates in each case solely to the extent provided necessary in Article 10. 2.4.2 Within five connection with the distribution and resale of products and services within the scope of the applicable license granted to such Licensee (5collectively, “Distributors”), in each case pursuant to a written agreement which at all times (A) days after execution or receipt thereofis subject to, and consistent with, the terms and conditions of this Agreement, and (B) includes provisions regarding confidentiality, ownership and use restrictions of the Licensed IP at least as applicableprotective of Licensor as the provisions of this Agreement. Without limiting the foregoing, Licensee shall provide NovaDel have the right to grant customer and end-user rights in connection with such customer’s and end-user’s use of products and services in accordance with this Agreement. For clarity, granting a full sublicense, or distribution and complete copy resale rights, shall not relieve Licensee of each sublicense agreement granted any obligations hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant cause all of its Sublicensees to this Section 2.4 comply, and shall be jointly and severally responsible and liable hereunder for all Sublicensees’ and Distributors’ compliance, with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the all terms and conditions hereof applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder including the use restrictions and the rights confidentiality obligations, and all terms and conditions of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicense.

Sublicenses. (a) Licensee shall have the right to grant sublicenses under enter into sublicensing arrangements for the grants in Section 2.1 to Third Parties pursuant to a separate written agreementrights, subject to privileges and licenses granted hereunder upon the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect approval of each sublicensee by University, except that sublicensees shall not have rights to sublicense. University’s approval of such sublicense, such consent sublicensee agreements shall not to be unreasonably withheld but or delayed. Such sublicense agreements shall include a royalty rate upon sublicensees’ Net Sales in no case will exceed 30 daysan amount at least equal to the rate set forth in Section 4.l(c). In all such sublicense agreements, Licensee shall impose on the sublicensee an obligation to not practice the Patent Rights or Know-How outside of the Field. Upon the termination of this Agreement and upon the request of any sublicense agreement must be fully consistent with the terms and conditions sublicensee, any sublicenses granted prior to either party’s receipt of any termination notice under this Agreement shall survive termination, provided that such sublicensee: (a) is not at such time in breach of this Agreement; and (b) agrees in writing to assume all of the Licensee’s applicable obligations under this Agreement through an assumption agreement or amended license Agreement, including as appropriate. (b) Licensee agrees that any sublicense granted by it shall provide that the obligations to University of Articles 3.102, 57, 68, 10, 11, 13 and 169, and provide that Sublicensee will indemnify NovaDel Sections 10.2, and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination 13.1 of this Agreement by NovaDel pursuant shall be binding upon the sublicensee as if it were a party to Section 8.3 with respect to Licensee shall not terminate any this Agreement. Each sublicense granted by Licensee pursuant to this Agreement shall include an audit right by University of sublicensee of the same scope as provided in Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement 5.2 with respect to Licensee, . (dc) Licensee shall include agrees to forward to University a copy of any and all sublicense agreements promptly upon execution thereof, but in any no event later than thirty (30) days after each such sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement agreement has been executed by both parties thereto; provided however, such sublicense or amendment may be redacted with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicensee’s scientific and technical information.

Sublicenses. Licensee Acorda and its Affiliates shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreementunder any or all of their license rights in the Licensed Patents granted in Section 2.1, subject to the following requirements and conditionsprovided that: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect (a) the pricing of all Licensed Products that may be sold by Acorda or its Affiliate to any such sublicensee shall be determined on an “arm’s length basis” and on a bona fide basis for the purpose of maximizing the revenue; (b) each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully shall include obligations on the sublicensee that are consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel obligations made on Acorda and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder agents and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of sub-contractors under this Agreement (e.g., each such sublicense will include an obligation on the sublicensee to indemnify Acorda and its Affiliates for any losses resulting from claims brought by NovaDel pursuant to Section 8.3 a third party arising in connection with respect to Licensee shall not terminate any sublicense granted personal injury and property damage caused by Licensee pursuant to this Section 2.4 with respect to a Sublicenseethe manufacture, provided that (a) such Sublicensee is not in breach testing, design, use, Sale or labeling of any provision of this Agreement or the applicable sublicense agreement, (b) Licensed Products by such Sublicensee shall perform all obligations of Licensee under this Agreement, sublicensee); (c) NovaDel each such sublicense shall have all rights be memorialized in a written agreement with respect the sublicensee, a copy of which agreement shall be delivered to any and all Sublicensees as it had hereunder with respect to Licensee prior to each of the Institutions within sixty (60) days of said sublicense becoming effective; (d) each such sublicense shall terminate automatically on the termination of this Agreement for any reason whatsoever and in such circumstances the Institutions shall grant the sublicensee a direct license to the same extent wherein the financial terms shall be substantially equivalent to those of the sublicense, with respect all payments due under such direct license being payable directly to Licensee, the Institutions; (de) Licensee each such sublicense shall include provide that Acorda may terminate the sublicense if the sublicensee commences legal proceedings to challenge the validity of any of the Licensed Patents; and (f) Acorda and its Affiliates shall use best endeavors to enforce all payment obligations contained in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by each such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicense.

Sublicenses. Licensee shall have the right to 12.1 LICENSEE may grant sublicenses under the grants Exclusive Technology to make, have made, import, have imported, use, lease, sell and offer for sale, have sold and otherwise commercialize and exploit Licensed Products, and to practice any method, process or procedure within the Exclusive Technology in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements Licensed Territory. The terms and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect conditions of each such sublicense, such consent not to sublicense shall be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this AgreementAgreement and shall contain, including Articles 3.10among other things (by way of example but not limitation), 5provisions substantially similar to and consistent with: the "Net Sales" definition; Section 6; Section 7.1 (so that no representations or warranties inconsistent with that Section shall be extended to or by any sublicensee); Section 10; and Section 18. 12.2 Any sublicense granted by LICENSEE under this Agreement shall remain in effect in the event of any termination of this Agreement and shall provide for the assignment of such sublicense to TUFTS or its designee in the event that this Agreement is terminated; provided, that the financial obligations of each sublicensee to TUFTS shall be limited to the amounts such sublicensee would be obligated to pay to LICENSEE had this Agreement not been terminated. 12.3 Each sublicense shall provide that the obligations to TUFTS of Sections 6, 107.1, 118.1, 13 and 1610.1, 11.3, 11.4, 13.4, and provide that Sublicensee will indemnify NovaDel 18 shall be binding on the sublicensee and its Affiliates to the extent provided in Article 10enforceable by both TUFTS and LICENSEE. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee 12.4 LICENSEE shall provide NovaDel with furnish to TUFTS a full true and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicenseeseach amendment thereto, promptly after the sublicense or amendment has been agreed upon. TUFTS agrees that it will keep each agreement confidential. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee 12.5 No sublicense shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach relieve LICENSEE of any provision of this Agreement its obligations hereunder, and LICENSEE shall be responsible for the acts or omissions of its Affliliates and sublicensees and for compliance by them with their obligations, and LICENSEE shall take all steps necessary to enforce that compliance to the applicable sublicense agreement, (b) such Sublicensee shall perform extent required to allow LICENSEE to fully comply with all of its obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee Upon written approval from EMORY, on behalf of LICENSOR, such approval not to be unreasonably withheld, COMPANY may grant sublicenses to third parties (“Sublicensees”) with financial terms and conditions that are at least as favorable to LICENSOR and that are consistent with the other terms and conditions of this Agreement, provided that COMPANY shall have be responsible for the obligations of its Sublicensees that are relevant to this Agreement and remain responsible for any reporting and any payment of all fees and royalties due under this Agreement. Subject to the sublicensing terms in this Section 2.5, Sublicensees may be permitted to further sublicense their rights to practice the Licensed Patents. COMPANY shall not enter into any sublicense without fully and completely complying with Section 15.1 herein. 2.5.1 COMPANY shall include in any sublicense granted pursuant to this Agreement, a provision requiring the Sublicensee to indemnify Indemnitees and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 10.3 of this Agreement. 2.5.2 COMPANY shall include in any sublicense granted pursuant to this Agreement, a provision that grants EMORY the right to grant sublicenses under audit the grants in Section 2.1 Sublicensee to Third Parties the same extent that EMORY has the right to audit the COMPANY pursuant to a separate written agreementSection 4.4 of this Agreement. 2.5.3 COMPANY shall provide EMORY with copies of all sublicense agreements and any amendments and terminations within [*****] of their execution date, which, if redacted, must include the relevant provisions under this Article 2 and [*****] terms of the sublicense; the disclosure of sublicense agreements to EMORY shall be subject to the following requirements confidentiality obligations set forth in this agreement. 2.5.4 COMPANY shall ensure that any sublicense or distributor agreements will include a provision that causes automatic termination of the sublicense or distribution agreement in the event that a Sublicensee or distributor challenges, either directly or indirectly, the validity, enforceability or scope of any claim within the Licensed Patents in a court or other governmental agency of competent jurisdiction, including in a reexamination or opposition proceeding. 2.5.5 If this Agreement terminates for any reason other than Expiration, (i) COMPANY shall notify the Sublicensee of the termination, (ii) the sublicense will terminate simultaneously with the termination of this Agreement, and conditions:(iii) upon mutual agreement, the Sublicensee may enter into a license agreement with LICENSOR with respect to the rights and terms originally sublicensed to it by COMPANY. 2.4.1 Licensee must obtain NovaDel's 2.5.6 Subject to the sublicensing terms in this Section 2.5, Sublicensees may be permitted, on a case-by-case basis, to further sublicense their rights to practice the Licensed Patents. Prior to the execution of any sublicense agreement which allows a Sublicensee to further sublicense, COMPANY shall present to EMORY a reasonably detailed business justification for the proposed sublicense, as well as [*****], for LICENSOR’s review and approval, such approval not to be unreasonably withheld. COMPANY shall proceed with execution of the proposed sublicense agreement only with EMORY’s prior written consent in respect of each such sublicenseconsent, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10withheld. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. The License granted to RedHill under this Agreement is Sublicensable (and further Sublicensable) in whole or in part, to third parties in arms length transactions. For the avoidance of doubt, RedHill shall, subject to the license grant provided herein, be entitled to conduct or to perform any activity in respect of the Product by means of any third party sub-contractor, and such conduct shall not be considered to be a grant of a Sublicense hereunder. RedHill shall give IntelGenx written notice of any intended Sublicense, including the name of the Sublicensee and the material terms thereof. IntelGenx shall have 30 days (or such shorter period as is reasonably specified by RedHill to address the exigencies of an agreement or negotiation with a Sublicensee) to deliver a notice that it does not approve the proposed Sublicense. In the event IntelGenx notifies RedHill that it does not approve the proposed Licensee the matter shall be presented to the Steering Committee for resolution and the provisions of Section 5.7 shall be applicable. If IntelGenx does not deliver a notice of disapproval within such 30 day period, then RedHill shall have the right to execute the Sublicense with the Sublicensee. IntelGenx agrees that it cannot unreasonably withhold, delay or condition approval to any proposed Sublicense hereunder. Any sublicense by the Parties of the rights granted to such Party under this Agreement shall be consistent with the terms of this Agreement, shall contain provisions necessary to effectuate the terms of this Agreement and shall include an obligation for the Sublicensee to comply with obligations similar to those of this Agreement. However, in the event that IntelGenx and RedHill enter into a [****] Agreement, RedHill will not have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense sublicenses granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee RedHill shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidterminate.

Sublicenses. Licensee Celgene and its Affiliates shall have the right to grant sublicenses under the grants rights licensed to Celgene and its Affiliates under Section 5.1 solely in accordance with this Section 2.1 to Third Parties pursuant to a separate written agreement5.2, subject to the following requirements and conditionsas follows: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each 5.2.1 such sublicense, such consent not Sublicense shall refer to this Agreement and shall be unreasonably withheld but in no case will exceed 30 days, subordinate to and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 Agreement and 16the Parent Licenses, and provide that shall not limit the ability of Celgene (individually or through the activities of its Sublicensee) to fully perform all of its obligations under this Agreement or GlobeImmune’s rights under this Agreement; 5.2.2 in such Sublicense, the Sublicensee will indemnify NovaDel shall agree to be subject to, and bound by, the terms and conditions of the Third Party license agreement(s) set forth in Schedule B to the same extent as Celgene has agreed in Section 5.4, but only to the extent such Third Party license agreement applies to the rights sublicensed to Celgene and its Affiliates to the extent provided in Article 10.by GlobeImmune under such Third Party license agreement; 2.4.2 Within five (5) days 5.2.3 promptly after execution or receipt thereofof the Sublicense, as applicable, Licensee Celgene shall provide NovaDel with to GlobeImmune a full and complete summary of such Sublicense or, if required by the Parent Licenses, a copy of each sublicense agreement granted hereunder and such Sublicense. Such Sublicense shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees.be treated as Celgene Confidential Information hereunder; 2.4.3 Termination 5.2.4 Celgene shall remain responsible for the performance of this Agreement by NovaDel pursuant and the performance of its Sublicensees hereunder, including the payment of all payments due, and making reports and keeping books and records, and shall cause such Sublicensee to Section 8.3 enable Celgene to comply with the terms and conditions of this Agreement; 5.2.5 except as otherwise provided in the Sublicense, if this Agreement terminates for any reason, any Sublicensee shall, from the effective date of such termination, automatically become a direct licensee of GlobeImmune with respect to Licensee shall not terminate any sublicense granted the rights licensed to Celgene hereunder and sublicensed to the Sublicensee by Licensee pursuant to this Section 2.4 with respect to a SublicenseeCelgene; provided, provided however, that (a) such Sublicensee is not in breach of any provision its Sublicense and continues to perform thereunder; 5.2.6 Such Sublicensees shall have the right to grant further Sublicenses of same or lesser scope as its sublicense from Celgene and its Affiliates under the grants contained in Section 5.1 (the other party to such further sublicense also being a “Sublicensee”); provided that such further sublicenses shall be in accordance with and subject to all of the terms and conditions of this Agreement or the applicable sublicense agreementSection 5.2 and Section 5.4 (i.e., (b) such initial Sublicensee shall perform all obligations be subject to this Section 5.2 in the same manner and to the same extent as Celgene); and [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of Licensee under this Agreementthe Securities Act of 1933, (c) NovaDel as amended. 5.2.7 Celgene, and any Sublicensee, as applicable, shall have all rights with respect to bear any and all Sublicensees as it had hereunder sublicense fees payable in connection with respect to Licensee prior to termination of this Agreement with respect to Licenseethe grant, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder by Celgene and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure , respectively, of Licensee sublicense rights pursuant to include in a sublicense Section 5.6 of the provisions referenced in clause (d) shall render CU Agreement and Paragraph 3.5 of the affected sublicense voidWRF Agreement.

Sublicenses. (a) The rights granted under Section 2.1 may be sublicensed by Licensee shall have (or any Permitted Sublicensee) to any Permitted Sublicensee. In the right event that Licensee (or any Permitted Sublicensee) desires to grant sublicenses sublicense any rights granted under the grants in Section 2.1 to any Third Parties pursuant Party, Licensee shall furnish to Licensor for its approval, which shall not be unreasonably withheld or delayed, a separate written prior draft of the proposed sublicense agreement, which shall be on substantially the same terms (other than Section 3.3) as this Agreement and (y) provide Licensor with an executed copy of any such approved sublicense agreement. In the event that Licensee (or any Permitted Sublicensee) desires to amend any sublicense agreement theretofore approved by Licensor, such amendment shall similarly require Licensor's prior approval, which similarly shall not be unreasonably withheld or delayed. (b) Each sublicense agreement concluded by Licensee hereunder shall include a requirement that the Permitted Sublicensee maintain records and permit inspection on terms similar to those set forth in Section 10.4 of this Agreement. At Licensor's request and subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect terms of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (bLicensee shall arrange for an independent public accountant selected by Licensor to inspect the records of its Permitted Sublicensee(s) for the purpose of verifying payments due to Licensor and shall cause such Sublicensee shall perform all obligations of Licensee under this Agreement, accountant to report the results thereof to Licensor. (c) NovaDel Each sublicense agreement concluded by Licensee hereunder will include indemnification provisions similar to those set forth in Section 8.3 hereof naming Licensee and Licensor (and their respective officers, directors, employees and agents) as indemnified parties. (d) All sublicenses granted hereunder shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to terminate upon termination of this Agreement with respect Agreement; provided that upon expiration of the Term pursuant to Section 5.1 hereof (prior to any termination hereunder), Licensee (or the applicable Permitted Sublicensee) shall have a fully paid-up, royalty-free, non-cancelable license, subject (in the case of Licensee, (d's Permitted Sublicensees) Licensee shall include in any to the terms of the applicable sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights payment by Licensee of NovaDel amounts accrued prior to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidexpiration.

Sublicenses. Licensee Dermira and its Affiliates shall have the right to grant sublicenses (through multiple tiers) to third parties (each such third party, a “Sublicensee”) of the rights licensed under Sections 2.1 and 2.2. Sublicenses of the rights granted to Dermira and its Affiliates under Section 2.2 may only be granted to a third party to which Dermira, an Affiliate of Dermira or a Sublicensee grants the right to research, develop or commercialize products in the Field using Xxxxxxx Data. However, notwithstanding the grant of sublicenses by Dermira and/or its Affiliates hereunder, Dermira shall remain obligated to pay all milestone payments under Section 4.1 that become due as a result of activities by Affiliates of Dermira or Sublicensees, and all royalties due to Licensor with respect to Net Sales of Licensed Products by Affiliates of Dermira and Sublicensees. Any sublicense agreement, whether by Dermira or an Affiliate of Dermira or a Sublicensee, shall not be inconsistent with the terms of this Agreement nor exceed the scope of the license granted to Dermira under this Agreement and shall include (i) an obligation of the Sublicensee to indemnify Licensor and its Affiliates as provided in Section 2.1 to Third Parties pursuant to a separate written agreement11.1 and Xxxxxxx and its Affiliates as provided in the Xxxxxxx Side Letter, subject to conditions and procedures substantially equivalent to those contained in Section 11.2 and the following requirements Xxxxxxx Side Letter, (ii) confidentiality obligations of the Sublicensee no less protective of the Xxxxxxx Data than those contained in Article 9, and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect (iii) an express statement that Xxxxxxx and its Affiliates are intended third party beneficiaries of such sublicense agreement. Dermira shall promptly thereafter provide Licensor a true and correct copy of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any provided that Dermira or the Sublicensee may redact confidential provisions of the sublicense agreement must be fully consistent that are not reasonably required for Licensor to confirm compliance with this Agreement (but not the terms identity of the Sublicensee). Licensor agrees that the obligations in (i) and conditions (iii) above and the obligation to provide copies of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and sublicenses shall not apply to sublicense agreements entered into by Dermira or its Affiliates or a Sublicensee with contract research organizations, contract manufacturing organizations and similar third parties performing services for the benefit of Dermira or its Affiliates or a Sublicensee which sublicense does not include any right to the extent provided in Article 10commercialize Licensed Product. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee shall have Company has the right, exercisable from time to time during the term of this Agreement, to Sublicense its rights under this Agreement; Company may grant Sublicensees the right to grant sublicenses but not the right to enforce Licensed Patents. Company shall remain responsible for its obligations under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 daysthis Agreement, and any sublicense agreement must be fully consistent with shall ensure that the Sublicense agreement: i) contains terms and conditions requesting Sublicensee to comply with the applicable terms and conditions under this Agreement (including a release substantially similar to that provided by Company in Section 10.1 “Company’s Release”; a warranty substantially similar to that provided by Company in Section 11.1 “Authority”; University disclaimers and exclusions of warranties under Subsections 11.2 “Disclaimers”; and limitations of remedies and damages substantially similar to those provided by Company in Sections 12.1 “Remedy Limitation” and 12.2 “Damage Cap”); and (ii) specifically incorporates provisions of this AgreementAgreement regarding obligations pertaining to indemnification, including Articles 3.10use of names and insurance. Company shall deliver to University a true, 5correct, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense any Sublicense agreement granted hereunder and shall deliver copies or other agreement under which Company purports or intends to grant Sublicense rights at least 20 business days prior to the execution of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 the agreement, along with respect to Licensee shall not terminate any sublicense granted by Licensee a request for review within 20 days pursuant to this Section 2.4 Subsection 3.1.2 “Sublicenses”. University will review the unexecuted Sublicense and will, within 20 business days of receipt of the proposed Sublicense, either provide express written approval for the Sublicense as presented or decline consent for the transaction. Such approval will not be unreasonably withheld. If approval is granted, Company will provide University copies of the Sublicense agreement within 30 days of its execution. Company shall not enter into such agreement if the terms of the agreement are inconsistent in any respect with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision the material terms of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination . Any Sublicense made in violation of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder Subsection will be void and the rights will constitute an event of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement default under Subsection 9.1.1 “Breach by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidCompany”.

Sublicenses. Licensee 3.1. LICENSEE shall have the right to grant sublicenses to SUBLICENSEES under this Agreement only with XXXXXXX’x prior written consent, which shall not be unreasonably withheld. LICENSEE shall provide MOFFITT with a final, un-redacted copy of such sublicense agreement thirty (30) days prior to the grants in Section 2.1 to Third Parties pursuant to a separate written execution of the sublicense agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect a copy of each full executed sublicense agreement within thirty (30) days of the final execution of such sublicense, such consent not to sublicense agreement. Each agreement between LICENSEE and a SUBLICENSEE (a) shall be unreasonably withheld but in no case will exceed 30 dayswriting and subject and subordinate to, and any sublicense agreement must be fully consistent with with, the terms and conditions of this Agreement; (b) shall not diminish, reduce or eliminate any of LICENSEE’s obligations under this Agreement; (c) shall require the SUBLICENSEE(s) to comply with all applicable terms of this Agreement (except for payment obligations, for which LICENSEE shall remain financially responsible); and (d) shall prohibit further sublicensing except on terms consistent with this Article 3. For the avoidance of doubt, LICENSEE shall also include provisions in all sublicenses to provide that, in the event that SUBLICENSEE challenges, directly or indirectly urging of a third party on behalf of the SUBLICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED TECHNOLOGIES before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction, then the SUBLICENSE shall automatically terminate within thirty (30) days. . LICENSEE shall remain responsible for its obligations hereunder and for the performance of its SUBLICENSEE (including Articles 3.10without limitation, 5, 6, 10, 11, 13 and 16making all payments due to MOFFITT by reason of any NET SALES of LICENSED TECHNOLOGIES), and provide that Sublicensee will indemnify NovaDel LICENSEE shall ensure its SUBLICENSEE complies with all relevant provisions of this Agreement. LICENSEE shall not bundle LICENSED TECHNOLOGIES with any of its other assets in any agreement without XXXXXXX’X prior written permission. 3.2. LICENSEE shall pay royalties to MOFFITT on NET SALES of LICENSED TECHNOLOGIES by its SUBLICENSEES based on the same royalty rate as apply to NET SALES by LICENSEE and its Affiliates to the extent provided in Article 10AFFILIATES. 2.4.2 Within five 3.3. XXXXXXXX agrees that it has sole responsibility to promptly: (5i) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel MOFFITT with a full and complete copy of each sublicense agreement any amendments to sublicenses granted hereunder by LICENSEE under this Agreement and shall to notify MOFFITT of termination of any sublicense; and (ii) deliver copies of all reports (including relating provided to royalties and other payments) received LICENSEE by Licensee from SUBLICENSEES, to the extent such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant reports relate to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee LICENSEE and SUBLICENSEES under this Agreement. 3.4. In addition, LICENSEE shall pay to MOFFITT a percentage of any SUBLICENSE INCOME according to the following schedule: Sublicensed in year after EFFECTIVE DATE Sublicense Rate Prior to NDA Filing [***] % Payment of SUBLICENSE INCOME shall be made within thirty (c30) NovaDel days of LICENSEE’S receipt of the SUBLICENSE INCOME. Notwithstanding any provision herein to the contrary, upon reaching a milestone event described in Section 4.3, LICENSEE shall have all rights with respect pay MOFFITT the greater of (1) the milestone payment described in Section 4.3 or (2) the amount of the SUBLICENSE INCOME pertaining to any and all Sublicensees as it had hereunder with respect the reaching of the same milestone event. In the event that the greater of the aforementioned two options is the milestone payment described in Section 4.3, then the amount of the SUBLICENSE INCOME pertaining to Licensee prior to termination the reaching of this Agreement with respect to Licensee, (d) Licensee the same milestone event shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidnot be due.

Sublicenses. Licensee shall have may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any of its Affiliates without the right to grant sublicenses further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in this Section 7.3 (Sublicenses). Licensee may enter into Sublicense Agreements only with POZEN’s prior consent. In order for rights under the grants in Section 2.1 Licensed Technology to Third Parties pursuant be validly granted to a separate written agreementSublicensee, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each Sublicense Agreement with such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement Sublicensee must be fully consistent with the following terms and conditions of this Agreement, including Articles 3.10and will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 514 (Limitation of Liability), 68.2 (Payments and Sales Reporting), 10, 11, 13 and 8.3 (Records; Audit). Except as set forth in that certain side letter agreement between POZEN and AstraZeneca AB dated September 16, 2013, (a) Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and provide (ii) ensure that any Sublicensee will indemnify NovaDel comply with the applicable terms and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination conditions of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, and (b) Licensee hereby guarantees the performance of its Affiliates and Sublicensees that are sublicensed as permitted herein, and the grant of any such Sublicensee shall perform all sublicense will not relieve Licensee of its obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect except to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement extent they are satisfactorily performed by such Affiliate or Sublicensee. The failure Notwithstanding the foregoing, Licensee will have the right to sell POZEN Products through any distributors or sub-distributors of Licensee its choice, without the need to include obtain prior consent from POZEN, in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidcarrying out its Commercialization activities under this Agreement.

Sublicenses. Licensee NewLink and its Affiliates shall have the right to grant sublicenses to third parties (each, a “Sublicensee”) under the grants LIMR Technology and Patent Rights (with the right to further sublicense) for all purposes including to research, develop, make, have made, use, sell, offer for sale, and import the Licensed Products. Such sublicenses shall be in Section 2.1 to Third Parties pursuant to a separate written agreement, writing and expressly subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16shall not grant rights under the Patent Rights that exceed the scope of the rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel LIMR with a full and complete copy of each sublicense agreement granted hereunder and subsublicense in order to allow LIMR to review such sublicenses and subsublicenses to assure consistency with this Agreement (which copy may be redacted to delete any confidential information that does not relate to the Patent Rights or LIMR Technology or the royalties, revenue or consideration thereunder or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense or subsublicense agreement, those agreements reviewed by LIMR, not including any subsequent amendments or changes to the agreements, shall deliver be deemed to conform to this Agreement unless LIMR has raised an objection to one or more of such sublicense or subsublicense agreements. If LIMR has requested copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee the Agreement, New Link shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach automatically provide copies of any provision amendments in existence at the time of this Agreement or the applicable sublicense agreement, (b) request and subsequently at the time such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to amendments are entered into. Upon termination of this Agreement in compliance with respect the notice and other provisions of this Agreement, and subject to LicenseeSection 4(e) below, (d) Licensee any such sublicenses between NewLink and its sublicensees will remain in effect and be assigned directly to LIMR, which shall include have the right to cancel any such sublicense if such sublicensee is not then in any compliance with the terms of its sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches applicable terms of this Agreement Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such agreement which obligation accrued prior to the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation, the subsublicensee may sell all Licensed Products in its inventory and complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the sublicensor thereunder and provides one or more accountings of all such sales to LIMR (1) within thirty (30) days of LIMR’s request therefore and (ii) within thirty (30) days after the last such sale, such accountings to be certified as true, complete and correct by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicensee’s chief financial officer.

Sublicenses. (a) Licensee shall have may sublicense the right license and rights granted to grant sublicenses Licensee under Sections 2.1, 2.2 and 2.3 (as applicable) to (i) any of its Affiliates, (ii) and other than with respect to the grants Everest Licensed Trademarks, any Third Parties in Section 2.1 connection with the operation of the business of Licensee or its Affiliates, but not for the independent use of any such Third Party (which independent use, for clarity, includes where a principal purpose of such sublicense is in exchange for royalty payments to Licensee or its Affiliates for such sublicense), including manufacturers, suppliers and distributors that need to use or practice the applicable Intellectual Property to provide manufacturing, supply and distribution services, as applicable, to Licensee and its Affiliates, and solely with respect to Everest Licensed Trademarks, Third Parties pursuant to any agreement or contract that Newco is a separate written agreementparty to as of the Effective Date as a result of the consummation of the transactions under the Separation Agreement, subject to and (iii) with the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of Licensor, other Third Parties (each such sublicenseAffiliate or Third Party, a “Sublicensee”). Notwithstanding the foregoing, Licensee is required to notify Licensor of any sublicense of the license and rights granted to Licensee after the Effective Date under Section 2.1(c)(i) and (ii). (b) Each sublicense granted by a Licensee under the license granted to such consent not Licensee in Sections 2.1, 2.2 and 2.3 (as applicable) shall be granted pursuant to be unreasonably withheld but in no case will exceed 30 daysan agreement that (i) is subject to, and any sublicense agreement must be fully consistent with with, the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 Agreement and 16, and provide that Sublicensee will indemnify NovaDel includes provisions at least as protective of Licensor and its Affiliates to as the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination provisions of this Agreement by NovaDel pursuant if the sublicense is granted to Section 8.3 an Affiliate, (ii) with respect to Licensee Licensed Patents, if Sublicensee is a Third Party, provides that Licensor shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee, and (iii) with respect to a SublicenseeLicensed Patents, provided that (a) such is in writing if Sublicensee is a Third Party. For clarity, granting a sublicense shall not in breach relieve Licensee of any provision obligations hereunder and Licensee shall cause each of this Agreement or its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. (a) Licensee shall have may grant written Sublicenses, without the right to grant sublicenses under further sublicense (other than to contract manufacturers, contract research organizations, distributors and other third parties in connection with a Sublicensee’s development and commercialization of Products), on terms consistent with and not in conflict with this Agreement, and in no event less protective of University’s rights than those set forth herein, and further provided that all such contract research organizations, distributors and other third parties shall be considered Sublicensees for the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, purposes of Sections 3.2 and 3.3 of this Agreement and Schedule 2 thereto. All Sublicenses shall be subject to the following requirements and conditions: 2.4.1 termination of this Agreement. Licensee must obtain NovaDel's prior written consent in respect will provide a copy of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 daysany sublicense agreement, and any sublicense agreement must and all amendments thereto, to University within thirty (30) days of execution, and in no event any later than five business days following University’s request for any sublicense. Licensee shall be fully consistent with responsible to University for any breach of the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide Agreement by a Sublicensee. Licensee shall ensure that Sublicensee will indemnify NovaDel and its Affiliates to all Sublicenses expressly state that the extent provided in Article 10University is a third party beneficiary thereof. 2.4.2 Within five (5b) days after execution or receipt thereof, as applicable, Licensee shall further agrees to provide NovaDel University with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) report received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant a Sublicensee pertinent to Section 8.3 with respect any royalties or other sums owing to Licensee. Licensee shall not terminate receive from Sublicensee anything of value in lieu of cash payments in consideration for any sublicense granted by Sublicense without including the value in accordance with an arms-length sale as Net Sales or as Sublicensee Revenues, as appropriate. If University is paid based on Sublicensee direct sales, Licensee pursuant shall cause Sublicensee to this Section 2.4 with respect directly complete and submit all reports to be provided as set forth in 3.7(b) below. (c) If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, provided that (a) such Sublicensee is not Licensee shall, at University’s request, negotiate in breach of good faith a Sublicense with any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee The license granted in Section 2.01 above shall have include the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreementsublicenses, subject to UNIVERSITY’S prior written approval which approval shall not be unreasonably withheld. SUBLICENSEE shall have no right to grant further sublicenses without written consent from University, where such consent is within University’s sole discretion. In determining whether to approve a sublicense (or any amendment thereto), UNIVERSITY will consider, among other things, whether the following requirements provisions of the proposed sublicense arc consistent with and conditionssimilar to those required of LICENSEE by this AGREEMENT. All sublicenses must comply with the following: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect (a) LICENSEE shall deliver to UNIVERSITY a true and correct copy of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 daysfully executed sublicense granted by LICENSEE, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreementmodification or termination thereof, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five within thirty (530) days after execution execution, modification, or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and termination. (b) LICENSEE shall deliver to UNIVERSITY copies of all reports due to LICENSEE from SUBLICENSEE within thirty (including relating to royalties and other payments30) received days receipt of such reports by Licensee from such SublicenseesLICENSEE. 2.4.3 Termination (c) LICENSEE shall, at such times as UNIVERSITY directs and at UNIVERSITY’S request, permit the inspection of SUBLICENSEE’s records by UNIVERSITY’s auditors or an independent certified public accountant selected by UNIVERSITY under the terms of Section 4.05. (d) No sublicense shall relieve LICENSEE of its representations, warranties, or obligations under this Agreement by NovaDel pursuant AGREEMENT. LICENSEE shall be responsible to Section 8.3 with respect UNIVERSITY for the performance of its SUBLICENSEES under each sublicense agreement granting rights to Licensee any PATENT RIGHTS. LICENSEE shall not terminate collect and guarantee all payments due UNIVERSITY from any SUBLICENSEE. (e) Any sublicense granted by Licensee pursuant LICENSEE to a SUBLICENSEE shall incorporate all of the representations, warranties, terms, conditions, and obligations of this AGREEMENT, which shall be binding upon each SUBLICENSEE as if such SUBLICENSEE were a party to this Section 2.4 AGREEMENT. LICENSEE shall require that any sublicense agreement: (i) be consistent with respect the terms, conditions, covenants, warranties, representations, limitations, obligations, and duties of LICENSEE under this AGREEMENT; (ii) prohibit the SUBLICENSEE from granting further sublicenses without written consent from UNIVERSITY, where such consent is within UNIVERSITY’s sole discretion; and (iii) contain express provisions under which the SUBLICENSEE expressly accepts duties and obligations at least equivalent to a Sublicensee, provided that (a) such Sublicensee is not those accepted by the LICENSEE in breach of any provision the following sections of this Agreement or AGREEMENT: Section 2.03 (reserved rights), Section 2.04 (license to University), Section 2.06 (publication), Section 2.07 (governmental rights), Section 3.07 (challenge to patent rights), Section 4.03 (reporting), Section 4.05 (records), Section 6.01 (indemnity), Section 6.02 (insurance); Section 6.03 (disclaimer of warranties), Section 6.04 (damages exclusion/ limitation of remedies), Section 6.06 (sublicenses) Section 7.03 (entity status), Section 10.05 (assignment of sublicenses), Section 11.01 (marking), Section 11.02 (compliance with laws / export controls), Section 11.03 (university name), and Section 11.11 (severability). (f) If any sublicense agreement granting any rights to the applicable sublicense agreementPATENT RIGHTS does not comport with above requirements in this Section 2.02(e), then that agreement shall be invalid, unenforceable, and void. (bg) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to Upon any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to LicenseeAGREEMENT, all SUBLICENSEE’s rights shall also terminate except as set forth in Section 10.05 (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights assignment of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicenses).

Sublicenses. Subject to the terms and consistent with the obligations of this Agreement, as long as Licensee remains the exclusive licensee of the Licensed Patents in the Field of Use in the Territory, Licensee shall have the right to grant sublicenses of its rights under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent Licensor not to be unreasonably withheld but withheld, conditioned or delayed. Licensee shall not extend this right to its Sublicensees. Licensee shall incorporate terms and conditions into its sublicense agreements sufficient to enable Licensee to comply with this Agreement. Licensee shall also include provisions in no case will exceed 30 daysall sublicenses to provide that in the event that Sublicensee brings a Patent Challenge against Licensor or assists another party in bringing a Patent Challenge against Licensor (except as required under a court order or subpoena) then Licensee shall terminate the sublicense. For the avoidance of doubt, the right for Licensee to grant a sublicense is intended to include the right to further sublicense provided that Licensee shall remain responsible for and shall ensure that each Sublicensee (including any sublicense agreement must be fully consistent further permitted Sublicensee) complies with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 . Licensee or its Sublicensee shall promptly inform Licensor in writing of all such further sublicenses and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel furnish Licensor with a full and complete copy of each executed sublicense agreement and any amendments thereto. For the avoidance of doubt, in the event that any rights granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this AgreementAgreement become nonexclusive, (c) NovaDel the exclusivity of any such sublicense shall have all rights with respect expire. For clarity, if Licensee sublicenses the Licensed Patents to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination an Affiliate, such Affiliate shall be deemed a Sublicensee for purposes of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidAgreement.

Sublicenses. Licensee shall have the right to COMPANY may grant sublicenses under to third parties (“Sublicensees”) provided that COMPANY shall be responsible for the grants in Section 2.1 operations of its Sublicensees that are relevant to Third Parties pursuant to a separate written agreement, subject to the following requirements this Agreement and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, remain responsible for any reporting and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies payment of all reports (including relating to fees and royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee due under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee . 2.5.1. COMPANY shall include in any sublicense granted pursuant to this Agreement which sublicense provides a Sublicense with the right to sell Licensed Products, a provision requiring the Sublicensee to indemnify Indemnitees and maintain liability coverage to the same extent that COMPANY is so required pursuant to Section 10.3 of this Agreement. 2.5.2. COMPANY shall include in which said Sublicensee acknowledges its obligations any sublicense granted pursuant to NovaDel hereunder and the rights of NovaDel to terminate this Agreement that provides a Sublicensee with the right to sell Licensed Products, a provision that grants LICENSOR the right to audit the Sublicensee to the same extent that LICENSOR has the right to audit the COMPANY pursuant to Section 4.4 of this Agreement. 2.5.3. COMPANY shall provide LICENSOR with copies of all sublicense agreements within [* * *] days of their execution date, which, if redacted, must include the relevant provisions under this Article 2 and a disclosure of the financial terms of the sublicense (the use and disclosure of such sublicense agreement and information contained therein by LICENSOR shall be subject to the confidentiality provisions set forth in Section 11 unless otherwise obligated to disclose to the federal government under Xxxx-Xxxx provisions); 2.5.4. COMPANY shall ensure that any sublicense or distributor agreements will include a provision that causes automatic termination of the sublicense or distribution agreement in the event that a Sublicensee or distributor challenges, either directly or indirectly, the validity, enforceability or scope of any claim within the Licensed Patent in a court or other governmental agency of competent jurisdiction, including in a reexamination or opposition proceeding. 2.5.5. If this Agreement terminates for any reason, any Sublicensee shall, unless the sublicense agreement also terminates, from the effective date of such termination, automatically become a direct licensee of LICENSOR with respect to any the rights originally sublicensed to it by COMPANY, provided such Sublicensee for breaches did not cause the termination of the Agreement, Sublicensee agrees to comply with all the terms of this Agreement by such Sublicenseeand Sublicensee assumes the responsibilities of COMPANY hereunder, to the extent applicable to the sublicense originally granted to it. 2.5.6. The failure of Licensee If COMPANY does not enter into a sublicense to include the Licensed Patents with [* * *] in a field of use for [* * *] to ocular tissue using microneedle for the purpose of [* * *], with the right to grant further sublicenses in the [* * *], no later than [* * *] from the Effective Date unless Licensee demonstrates to LICENSOR’s reasonable satisfaction that such a sublicense could reasonably be expected to interfere with COMPANY’s business as evidenced by documentation of secured funding in and business development plan for the provisions referenced [* * *], all rights and licenses to the Licensed Technology in clause (d) the [* * *] shall render revert to LICENSOR. Such license to [* * *] shall generally be in accordance with the affected term sheet attached hereto as Appendix I and shall include such other terms and conditions as COMPANY may reasonably require to protect its business interests with respect to Licensed Products. Should no sublicense voidagreement be executed by [* * *] from the Effective Date despite reasonable commercial efforts, this paragraph shall not apply unless LICENSOR confirms in writing that [* * *] is still interested in obtaining a license to the Licensed Patents in the [* * *].

Sublicenses. Licensee shall have 3.5.1 The license granted to Rose U pursuant to Section 3.2 includes the right to grant sublicenses of such rights through multiple layers of sublicenses to third parties or Affiliates (each such sublicensee, a “Designated Sublicensee”) to which Rose U or a Designated Sublicensee is granting the right to research, develop or commercialize products in the Field using Xxxxxxx Data. 3.5.2 Any sublicense agreement, whether by Rose U or a Designated Sublicensee, shall not be inconsistent with the terms of this Agreement nor exceed the scope of the license granted to Rose U under this Agreement and shall include (i) an obligation of the grants Designated Sublicensee to indemnify Xxxxxxx and its Affiliates as provided in Section 2.1 to Third Parties pursuant to a separate written agreement6.1 hereof, subject to conditions and procedures substantially equivalent to those contained in Section 6.2 and Article 7, (ii) confidentiality obligations of the following requirements Designated Sublicensee no less protective of the Xxxxxxx Data than those contained in Article 9 of this Agreement, and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect (iii) an express statement that Xxxxxxx and its Affiliates are intended third party beneficiaries of such sublicense agreement. Rose U shall promptly thereafter provide Xxxxxxx a true and correct copy of each such sublicense, such consent provided that Rose U or the Designated Sublicensee may redact confidential provisions of the sublicense agreement that are not reasonably required for Xxxxxxx to confirm compliance with this Agreement (but not the identity of the Designated Sublicensee). 3.5.3 Rose U represents and warrants that the copy it has provided to Xxxxxxx of the sublicense it is entering into with Dermira simultaneously with this Agreement is a true and correct copy thereof (the “Rose U-Dermira Sublicense”), except that the financial terms regarding the amounts to be unreasonably withheld paid by Dermira to Rose U have been redacted from the copy provided to Xxxxxxx. 3.5.4 Simultaneous with Dermira and Rose U entering into the Rose U-Dermira Sublicense, Dermira and Xxxxxxx are entering into a letter agreement in the form attached as Exhibit B (the “Side Letter Agreement”). If the Rose U-Dermira Sublicense is terminated for any reason, then in the event that Rose U seeks to engage a subsequent Designated Sublicensee to replace Dermira, Rose U may request such subsequent Designated Sublicensee to enter into a letter agreement with Xxxxxxx substantially in the form of Exhibit B (a “Subsequent Side Letter Agreement”), with any changes made thereto only as Xxxxxxx finds acceptable. Xxxxxxx may, in its sole discretion, agree or decline to enter into a Subsequent Side Letter Agreement. In the event that Xxxxxxx declines to enter into the Subsequent Side Letter Agreement, Rose U may still elect to sublicense to such subsequent Designated Sublicensee but in no case will exceed 30 daysthe provisions of Section 4.3 herein shall not apply and Rose U shall be liable to Xxxxxxx to make the [*] Payment. If Xxxxxxx does elect to enter into a Subsequent Side Letter Agreement with such Designated Sublicensee, and any sublicense agreement must be fully consistent then the provisions of Section 4.3 herein shall continue to apply with the terms and conditions subsequent Designated Sublicensee replacing Dermira in such section of this Agreement. Rose U acknowledges the possibility of the license grant in Section 3.2 hereof (the “License Grant”) being converted to a non-exclusive grant pursuant to Paragraph 10 of the Side Letter Agreement. Notwithstanding the foregoing, including Articles 3.10in the event that Rose U sends a notice to Dermira to terminate the Rose U-Dermira Sublicense for material breach prior to or simultaneously with an arbitrator decision to order such a conversion of the License Grant (such that the Side Letter Agreement would be terminated pursuant to Paragraph 11 thereof if the Rose U-Dermira Sublicense were terminated), 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel then the License Grant shall remain as “exclusive (except as to Xxxxxxx and its Affiliates to Affiliates).” 3.5.5 For clarity, the extent provided definition of “Designated Sublicensee” shall include any permitted subsequent sublicensees permitted in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel accordance with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void3.5.

Sublicenses. Licensee shall have BMPI hereby grants to Luitpold, and Luitpold hereby accepts from BMPI, upon the terms and conditions herein specified, the right to grant sublicenses under the grants Licensed Technology to Distributors to use, offer to sell and sell, in Section 2.1 to Third Parties pursuant to a separate written agreementthe Field of Use and the Field of Extended Use, subject Licensed Products purchased from BMPI; provided, however, that before any such sublicense is executed, Luitpold shall provide BMPI with at least the following information with respect to the following requirements proposed Distributor: (a) the identity of the proposed Distributor; (b) a description of the Licensed Product and conditions: 2.4.1 Licensee must the scope of the sublicense being granted; and (c) the territory in which the proposed Distributor will have rights under the sublicense. In the event that the proposed Distributor is not an Affiliate of Luitpold, Luitpold shall obtain NovaDel's the prior written consent in respect of each BMPI to such sublicense, which shall not be unreasonably withheld, conditioned or delayed after approval to market by the appropriate agency. Luitpold will be responsible for the payment of any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such consent not amount to be unreasonably withheld but in no case will exceed 30 days, and any paid by a Distributor directly to BMPI. Each sublicense agreement must granted by Luitpold shall be fully consistent with and subordinate to the terms and conditions of this Agreement. This Agreement, including Articles 3.10in the event BMPI's License Agreement with Harvard University through which BMPI is licensing any Patent Rights thereunder is terminated, 5will be terminated or assigned to Harvard University, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 only with respect to Licensee shall the patents licensed from Harvard University, exclusively at Harvard University's option. BMPI agrees not terminate to take any sublicense granted by Licensee pursuant action or omit to this Section 2.4 with respect to a Sublicensee, provided take any action that (a) such Sublicensee is not in breach of any provision of this Agreement or would cause the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this License Agreement with respect Harvard University to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidbe terminated.

Sublicenses. Licensee NewLink and its Affiliates shall have the right to grant sublicenses to third parties (each, a “Sublicensee”) under the grants LIMR Technology and Patent Rights (with the further rights to sublicense) for all purposes including to research, develop, make, have made, use and sell the Licensed Products. Such sublicenses shall be in Section 2.1 to Third Parties pursuant to a separate written agreement, writing and expressly subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16shall not grant rights under the Patent Rights that exceed the scope of the rights expressly granted under this Agreement. Any such sublicense agreement that is materially inconsistent with this Agreement shall constitute a material breach of this Agreement by Company. NewLink agrees to require that its Sublicensees must not violate the terms of this Agreement, and that such Sublicensees shall do the same with respect to any further subsublicenses, and NewLink shall use commercially reasonable efforts to enforce such obligations for the benefit of LIMR. At LIMR’s request, NewLink will provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel LIMR with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating subsublicense in order to royalties allow LIMR to review such sublicenses and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of subsublicenses to assure consistency with this Agreement by NovaDel pursuant (which copy may be redacted to Section 8.3 with respect delete any confidential information that does not relate to Licensee shall not terminate the Patent Rights or LIMR Technology or the sublicense of rights thereunder). If LIMR performs such a review on any sublicense granted or subsublicense agreement, those agreements reviewed by Licensee pursuant LIMR, not including any subsequent amendments or changes to the agreements, shall be deemed to conform to this Section 2.4 with respect Agreement unless LIMR has raised an objection to a Sublicensee, provided that (a) one or more of such Sublicensee is not in breach of any provision of this Agreement sublicense or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to subsublicense agreements. Upon termination of this Agreement in compliance with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder the notice and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches other provisions of this Agreement Agreement, and subject to Section 4(e) below, any such sublicenses between NewLink and its sublicensees will remain in effectand be assigned directly to LIMR, which shall have the right to cancel any such sublicense if such sublicensee is not then in compliance with the terms of its sublicense and he applicable terms of this Agreement. Notwithstanding the foregoing, LIMR shall not be responsible for any obligation of NewLink under any such agreement which obligation accrued prior to the date of such assignment and if there is any such unperformed obligation which is ongoing or which affects the obligations of the subsublicensee or its ability to perform, LIMR may elect to cancel such sublicense agreement, without liability, upon written notice to such subsublicensee. Upon such a cancellation], the subsublicensee may sell all Licensed Products in its inventory and [complete Licensed Products in the process of manufacture at the time of such termination and sell the same, provided it is not in default under its subsublicense agreement and further provided it pays to LIMR all payments required to be paid to the sublicensor thereunder and provides one or more accountings of all such sales to LIMR (i) within thirty (30) days of LIMR’s request therefore and (ii) within thirty days after the last such sale, such accountings to be certified as true, complete and correct by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicensee’s chief financial officer.

Sublicenses. Licensee shall have The licenses and covenants granted in Sections 10.1 and 10.2 may be sublicensed, in full or in part, by the licensee Party by a written agreement to its Affiliates and Third Parties (with the right to grant sublicenses under sublicense through multiple tiers), provided, that as a condition precedent to and requirement of any such sublicense: (i) Celgene will obtain Bluebird’s written consent prior to granting to a Third Party any sublicense of the grants licenses granted by Bluebird in Section 2.1 to Third Parties pursuant to a separate written agreement, subject 10.1 with respect to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect Development or Commercialization of each such sublicense, Licensed Product for U.S. Administration (such consent not to be unreasonably withheld but withheld, delayed or conditioned). (ii) Bluebird will obtain Celgene’s written consent prior to granting to a Third Party any sublicense of the covenant not to xxx granted by Celgene in no case Section 10.2, or any other right to license, with respect to the Development or Commercialization of Licensed Product for U.S. Administration (such consent not to be unreasonably withheld, delayed or conditioned). (iii) The licensee Party will exceed 30 days, and provide the licensor Party with a copy of any sublicense agreement must with a non-Affiliated Sublicensee within thirty (30) days of execution thereof, and to the extent permitted under any Applicable Bluebird In-License, such sublicense agreement may be fully consistent redacted as necessary to protect commercially sensitive information; (iv) The licensor Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were such licensee Party hereunder; (v) Any such Sublicensee will agree in writing to be bound by substantially identical obligations as such licensee Party hereunder with respect to the activities of such Sublicensee hereunder (and not with respect to the activities of any other), including any Know-How disclosure obligations such licensee Party has to the licensor Party hereunder with respect to the activities of such Sublicensee hereunder (but excluding payment obligations); and (vi) The licensor Party will be made an express third-party beneficiary of any such Sublicensee’s obligations under such sublicense agreement that relate to compliance with the terms and conditions of this CCPS Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee may grant and authorize sublicenses within the scope of the license granted to Licensee pursuant to this Agreement. Each sublicense granted by Licensee shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the all terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates . No such agreement shall contain any provision which would cause it to extend beyond the term of this Agreement. Prior to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicableof any sublicense, Licensee shall provide NovaDel with lnserm Transfert notification of the identity and address of the proposed Sublicensee for prior written approval by lnserm Transfert, which shall be withheld only for ethical reasons or if said sub-licenses undermine the image of Inserm or Inserm Transfert. Promptly following the execution of any sublicense, Licensee shall give Inserm Transfert a full and complete signed copy of each the agreement and any amendments thereto. In any event, the sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received entered into by Licensee from such Sublicensees. 2.4.3 Termination and any Sublicensee, shall in particular contain the following provisions: • a prohibition on further sub-licensing without the prior written consent of Licensee and Inserm Transfert, which shall not be unreasonably withheld; • reporting obligations of the Sublicensee to Licensee and audit rights for Inserm Transfert that are substantially as restrictive for the Sublicensee as the terms of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all for Licensee; • indemnification and insurance obligations of Licensee under this Agreement, the Sublicensee for the benefit of the Indemnitees (cas defined hereinafter) NovaDel shall have all rights with respect to at least as favorable for the Indemnitees as those set out in Articles 7.1 and 7.2; • obligations of confidentiality that are at least as restrictive as those set out in Article 9 hereof; and • a provision stating that upon any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement any sublicenses granted in accordance with respect the terms hereof that are in effect as of the date of any such termination may, subject to Licenseethe prior written consent of Inserm Transfert which shall not unreasonably be withheld, 1) remain in effect and be assigned to Inserm Transfert unless the Sublicensee is in breach and has not cured the breach after notice and provided that (di) Licensor will not be bound by any duties or obligations contained in the sublicense agreement(s) that extend beyond the duties and obligations assumed by Licensor in this Agreement and (ii) the terms of the sublicensing agreement between Licensee and its Sublicensee are not less favorable than terms of the licensing agreement between Licensor and Licensee and/or 2) be subject to the execution of a licensing agreement between Licensor and said sublicenses. In addition, Licensee shall include use commercially reasonable efforts to procure that each Sublicensee complies fully at all times with the provisions of its agreement. Licensee shall remain entirely responsible to Inserm Transfert and Inserm for any actions or omissions by the Sublicensee that would cause Licensee to be in any sublicense a provision in which said Sublicensee acknowledges breach of its obligations to NovaDel hereunder and the rights of NovaDel to terminate under this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidAgreement.

Sublicenses. Licensee shall have the right to (a) Daewoong may grant sublicenses under the grants in Section 2.1 to one or more Third Parties pursuant (any such Third Parties, together with all their direct and indirect Sublicensees, collectively, ”Sublicensees”) of the licenses granted to a separate written agreementDaewoong hereunder, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's Ampio’s prior written consent in with respect to the identity of each such sublicensethe potential Sublicensee, such consent shall not to be unreasonably withheld but in no case will exceed 30 dayswithheld. Daewoong shall remain responsible for the performance of its obligations set forth herein by each of its Sublicensees. (b) Daewoong shall, and within thirty (30) days after granting any sublicense under Section 2.1(a) above, notify Ampio of the grant of such sublicense and provide Ampio with a true and complete copy of such sublicense agreement. Each sublicense agreement must be fully consistent shall not conflict with the terms and conditions under this Agreement. Daewoong shall, in each agreement under which it grants a sublicense under the license set forth in Section 2.1 (each, a “Sublicense Agreement”), include the following terms and conditions: (i) the Sublicensee is required to carry out such tasks to ensure that Daewoong will comply with its obligations to Ampio hereunder; (ii) the Sublicensee is required to provide the following to Daewoong if such Sublicense Agreement terminates during the term of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 : (A) the assignment and 16transfer of ownership and possession of all Regulatory Filings and Regulatory Approvals held or possessed by such Sublicensee, and provide that Sublicensee will indemnify NovaDel and its Affiliates to (B) the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies assignment of all reports intellectual property Controlled by such Sublicensee that covers or embodies a Product or its respective use, manufacture, sale, or importation and was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement; and (including relating to royalties and other paymentsiii) received by Licensee from such Sublicensees. 2.4.3 Termination of if this Agreement by NovaDel terminates pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee 13.2 prior to termination the expiration of this the Term, then Ampio may, at its sole discretion: (X) assume Daewoong’s rights and obligations under such Sublicense Agreement; or (Y) terminate such Sublicense Agreement. Each Sublicense Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its the Sublicensee’s obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidset forth herein.

Sublicenses. Section 3.01 Licensor hereby grants to Licensee shall have and its Affiliates the right to grant sublicenses sublicense any or all of its licensed rights to and under the grants Licensed IP in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent accordance with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates . Subject to the extent provided in provisions of this Article 10III, the granting of such sublicenses shall be at Licensee’s sole and exclusive discretion and Licensee shall have the sole and exclusive power to determine the identity of any sublicensee and the terms and conditions of the sublicense. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Section 3.02 All sublicenses must be in a written agreement. Licensee shall provide NovaDel with to Licensor a full true, correct and complete copy of each sublicense agreement granted hereunder entered into by Licensee, and shall deliver copies of all reports any modification or termination thereof, within ten (including relating to royalties and other payments10) received by Licensee from Business Days following such Sublicenseesexecution, modification or termination. 2.4.3 Termination Section 3.03 No sublicense of this Agreement any Licensed IP granted by NovaDel pursuant to Section 8.3 with respect Licensee, an Affiliate of Licensee or any other sublicensee shall exceed the scope of rights granted to Licensee hereunder. Section 3.04 Licensee shall not terminate any require that all sublicense agreements granted by it, an Affiliate of Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that or any other sublicensee must: (a) include an agreement by the sublicensee to be bound by the terms and conditions of this License Agreement; (b) include Licensor’s right to enforce its rights in the Licensed IP; (c) provide that the term of the sublicense thereunder shall not extend beyond the Term; and (d) indicate that Licensor is a third party beneficiary and entitled to enforce the terms and conditions of the sublicense. Section 3.05 Upon termination of this License Agreement, if any sublicense is in effect between Licensee or an Affiliate of Licensee and a third party sublicensee, the Licensor, upon receipt of written notice from the sublicensee within ten (10) Business Days after termination of this License Agreement, agrees to negotiate in good faith with such Sublicensee third party sublicensee regarding entry into a direct license agreement from the Licensor to such third party sublicensee; provided, however, that Licensor is not required to negotiate in good faith with such third party sublicensee if it is the cause of a breach that resulted in the termination of this License Agreement or is itself in breach of any provision of its obligations under its sublicense, this License Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights any supply agreement entered into with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLicensor.

Sublicenses. Licensee 12.1 LICENSEE may grant sublicense(s) to Licensed Patents and Licensed Materials during the term of this Agreement. 12.2 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. Bona fide business concerns of LICENSEE will be considered in any good faith negotiations for a sublicense under this Agreement. 12.3 Any sublicense(s) granted by LICENSEE under this Agreement shall have the right be subject and subordinate to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including except that the earned royalty rate specified in the sublicense(s) may be at higher rates than the rates in this Agreement and the sublicensee may further sublicense any rights under Licensed Patents or Licensed Materials only as: (a) needed or implied in the course of distribution, installation or performance of service as required for the sale to an end user of Licensed Products or Licensed Materials, or (b) not specifically rejected in writing by STANFORD within thirty (30) days of written notification of sub-sublicensee by LICENSEE, any such rejection not being unreasonably made by STANFORD. Without limiting the foregoing, any such sublicense(s) also shall expressly include the provisions of Articles 3.10, 5, 6, 107, 118, 13 10 and 1615 for the benefit of STANFORD, JHU and/or HHMI, as the case may be, and provide provide, at LICENSEE'S option, 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 Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10this Agreement is terminated. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall 12.4 LICENSEE agrees to promptly provide NovaDel STANFORD in confidence with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies the relevant portions of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 Article 12. Confidential Materials omitted and filed separately with respect the Securities and Exchange Commission. Asterisks denote omissions. 12.5 LICENSEE will pay to STANFORD [**] of all payments received from a Sublicensee, provided that (a) such Sublicensee is not sublicensee in breach consideration for the sublicensing of Licensed Patents as well as [**] of any provision royalties, fees or other amounts received by LICENSEE as a result of this Agreement or the applicable sublicense agreementsublicensee's sale of Licensed Products, (b) such Sublicensee shall perform all obligations excluding equity payments, milestone payments, amounts paid to fund research and development activities conducted by LICENSEE, and 12.6 reimbursement of Licensee patent costs. If LICENSEE is required to pay royalties to an additional party, STANFORD agrees in good faith to consider negotiating a reduction in royalties under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsection.

Sublicenses. Licensee shall have Company may, with the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect approval of each such sublicenseCHMC on a case by case basis, such consent not enter into written agreements with Sublicensees granting them sublicenses of Company’s rights hereunder to be unreasonably withheld but in no case will exceed 30 daysdevelop, make, lease, sell, license or otherwise distribute Products and any sublicense agreement must be fully practice the Processes consistent with the terms of this Agreement. Each sublicense will be embodied in a written document which (a) contains provisions at least as favorable to CHMC for the protection of its rights and conditions limitation of its liability exposure as the terms of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, development and commercialization obligations commensurate in scope as those set forth for Company in this Agreement; (b) contains all rights and obligations due to CHMC contained in this Agreement; (c) names CHMC as a third party beneficiary who may directly enforce the sublicense agreement as if it were a party thereto; and (d) does not permit the Sublicensee to grant further sublicenses. Company will provide that Sublicensee will indemnify NovaDel CHMC unredacted copies of any executed sublicense agreements and its Affiliates to the extent provided in Article 10. 2.4.2 Within five amendments thereto within fifteen (515) days after their execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies an updated list of all reports (including relating Sublicensees from time to time upon CHMC’s request. Company will promptly collect all royalties and other payments) received by Licensee amounts due from such Sublicensees. 2.4.3 Termination Sublicensees and will take appropriate enforcement action against such Sublicensees for any failure to pay or properly calculate payments. Company will not receive or agree to receive anything of value in lieu of monetary consideration from Sublicensees or amend such sublicense agreements without CHMC’s prior written consent. All of the terms of this Agreement will apply to each such Sublicensee to the same extent as they apply to Company. Company hereby guarantees the compliance with and performance by each of its Sublicensees of all applicable provisions of this Agreement , and any breach of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted a Sublicensee will be deemed a breach by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not Company. No sublicenses will relieve Company of its obligations under Article 4. Any purported sublicenses in breach of any provision violation of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall Paragraph will be void. Affiliates will not have all rights with respect a right to grant any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicenses.

Sublicenses. Subject to the terms and conditions of this Agreement and Licensee’s continuing compliance therewith, Licensee may grant Sublicenses provided each is: (a) in writing; (b) not transferable whether by assignment, delegation, sublicense or otherwise without University’s consent; provided, that, any such Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates and further provided that such successor entity agrees, in writing, to be bound to the terms of the Sublicense agreement (Licensee to provide such written to University promptly upon receipt); (c) on terms and conditions that are consistent with and not in conflict with this Agreement, and (d) no less protective of University’s rights than those terms and conditions set forth herein, and create no additional obligation on University.. No Sublicense shall relieve Licensee of any of its obligations hereunder, and Licensee shall have the right take all steps that may be reasonably necessary to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent enforce compliance by its Sublicensees with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates the respective Sublicense agreement to the extent provided required to allow Licensee to fully comply with all of its obligations under this Agreement. For clarity, any Affiliate desiring to exercise any of the rights granted hereunder must enter into a Sublicense. Licensee will provide University with a copy of each Sublicense, and each amendment, restatement and/or termination thereof, within thirty (30) days of execution, and in Article 10. 2.4.2 Within no event any later than five (5) business days after execution or receipt thereof, as applicable, following University’s request. Licensee shall will provide NovaDel University with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) report received by Licensee from such Sublicenseeseach Sublicensee. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Affiliates of Licensee shall have no licenses under this Agreement unless Licensee grants a sub-license to such Affiliates. Licensee may only sublicense to its Affiliates or other parties to the right to grant sublicenses under extent reasonably necessary for the grants development and commercialization of Licensed Products in Section 2.1 to Third Parties pursuant accordance with this Agreement. Each Sublicensee must be subject to a separate written sublicense agreement. Such sublicenses shall contain terms, conditions, obligations and other restrictions that are consistent with those in this Agreement. For the purposes of compliance with this Agreement, Licensee shall be responsible to ensure that its Sublicensees comply with the terms of this Agreement, and accordingly, the operations of all Sublicensees shall be deemed to be the operations of the Licensee, for which the Licensee shall be responsible. Sublicensees who have received a direct sublicense from Licensee under this Article 2 may grant further sublicenses (without further rights to sublicense) solely for the purpose of developing, manufacturing and/or commercializing, in collaboration with Licensee, Licensed Products developed and/or commercialized in material part by Licensee or EndoChem. Any such sublicense (a) shall not be granted on a stand-alone basis, where the term "standalone" means that a sublicense is granted to an entity for the development, manufacture or commercialization of Licensed Products without EndoChem or Licensee or any such direct Sublicensee participating or having participated in the development or commercialization of Licensed Products in material part (i.e., without Licensee or EndoChem or any such direct Sublicensee having incurred more than ******** dollars ($*****) in costs related to the development, manufacture or commercialization of Licensed Products); (b) shall not allow for further sublicensing of any such rights; and (c) shall be subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions herein. For the avoidance of doubt, Licensee and any permitted Sublicensee can engage independent contractors such as manufacturers, clinical trial organizations, and work-for-hire research laboratories (such as those who conduct assays on a fee for service basis) so long as the work conducted by such entities is being conducted on Licensee's or such Sublicensee's behalf and such contracting entity does not receive rights to develop, manufacture, use or commercialize Licensed Products outside of, or after it completes, its services. Licensee shall require appropriate reporting from all Sublicensees to establish all amounts owed hereunder, and shall make such reports available to EndoChem. Licensee shall require all Sublicensees to comply with the audits and obligations set forth in Section 6.7 as if they were Licensee and to submit to Licensee progress reports and financial reports consistent with this Agreement. Licensee shall make all of the foregoing reports available to EndoChem. Licensee understands and agrees that EndoChem may provide the information in these reports to UC, in accordance with EndoChem's reporting requirements under the UC Agreement. Licensee shall require that Sublicensees indemnify UC as provided for in Section 11 of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. (a) Licensee shall have the right to grant sublicenses under of any of the grants in Section 2.1 to Third Parties pursuant to a separate written agreementrights, privileges and licenses granted hereunder consistent with this Agreement. Licensee agrees that any sublicenses granted by it shall be subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10which shall be binding upon the Sublicensee. Licensee is responsible for timely enforcement of sublicense agreements. Failure to PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. enforce such sublicenses will be considered a material breach. Sublicensees shall not further grant sublicenses without Salk’s prior written approval, 5, 6, 10, 11, 13 such approval not to be unreasonably denied. No sublicense agreement shall contain any provision that would cause it to extend beyond the term of this Agreement. Licensee further agrees to deliver to Salk for informational purposes a true and 16correct copy of each sublicense granted by Licensee, and any modification or termination thereof, within thirty (30) days after execution, each modification, or termination. Failure to provide that Sublicensee such copy will indemnify NovaDel and its Affiliates be considered a material breach of this Agreement. Upon termination of this Agreement for any reason, all sublicenses shall survive to the extent provided in Article 10. 2.4.2 Within five the sublicense provided (5i) the sublicense contains milestone payments and royalties greater than or equal to those included in this Agreement; (ii) the sublicensee is current on its obligations under the sublicense agreement and (iii) the sublicensee agrees to pay Salk Sublicensing Revenue due under Section 3.5, and a prorata share (based on the number of sublicensees) of the future annual maintenance fees due under Section 3.2 and Patent Costs due under Section 7.2b. Licensee agrees to assign all such sublicenses to Salk. All sublicenses not meeting the above criteria shall survive for a period of ninety (90) days after execution termination with Salk standing in the place of License. During this ninety (90) day period, Salk agrees to negotiate in good faith and execute an updated agreement with the affected sublicensees. If no new license is completed within the ninety (90) day period, the sublicense will terminate. All payments then or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating thereafter due to royalties and other payments) received by Licensee from such Sublicenseeseach surviving sublicense shall become owed directly to Salk. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) If, after the first anniversary of the Effective Date, Salk identifies a third party that has a bona fide interest in developing and commercializing a Licensed Product, and if (i) Licensee is unable or unwilling to develop or commercialize that Licensed Product, and (ii) such Sublicensee shall perform all obligations Licensed Product would not compete with any Licensed Product then part of Licensee under this Agreementan active research, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination development or commercialization program of this Agreement with respect to Licensee, (d) its Affiliates, or Sublicensees, then Licensee shall include will, at Salk’s request, negotiate in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in good faith a sublicense on commercially reasonable terms with such third party for the provisions referenced in clause (d) shall render the affected sublicense voiddevelopment and commercialization of such Licensed Product.

Sublicenses. Licensee (a) Strata shall have the right to grant sublicenses under the grants sublicense rights granted in Section 2.1 3.1 to its Affiliates. Strata shall cause its Affiliates to comply with and be bound by those terms and conditions of Strata under this Agreement that by their terms are intended to obligate Strata or its Affiliates commercializing the Product as permitted hereunder, including Section 3.4, Section 3.5, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11 (excluding however Section 11.1), Article 12 and Section 14.5. Notwithstanding the foregoing, Strata shall remain primarily responsible for complying with such applicable terms and conditions. A breach by any such Affiliate of any such obligation shall constitute a breach by Strata of this Agreement and shall entitle Micrologix to exercise its rights hereunder, in addition to any other rights and remedies to which Micrologix may be entitled. (b) Strata shall also have the right to sublicense rights granted in Section 3.1 to Third Parties pursuant to a separate written agreementParties, subject to the following requirements following: Strata shall give Micrologix prompt notice of the execution of any sublicense. Within ten (10) calendar days after execution of a sublicensing agreement, Strata shall provide Micrologix with a copy thereof (provided that Strata shall be permitted to redact the financial terms and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent other confidential information in respect of each such sublicense, agreement). Each sublicense shall contain covenants by the sublicensee for such consent not sublicensee to be unreasonably withheld but in no case will exceed 30 days, observe and any sublicense agreement must be fully consistent with perform materially the same terms and conditions as those set out for Strata in this Agreement to the extent applicable. In the event Strata grants sublicenses to others to sell Product, such sublicenses shall include an obligation for the sublicensee to account for and report its Net Sales on the same basis as if such sales were Net Sales by Strata, and Micrologix shall receive royalties from Strata in the same amounts as if the Net Sales of the sublicensee were Net Sales of Strata. In the event that Strata becomes aware of a material breach of any such sublicense by the sublicensee, Strata shall promptly notify Micrologix of the particulars of same and use its Commercially Reasonable Efforts to enforce the terms of such sublicense. Upon the request of Micrologix, Strata shall act reasonably in considering any request of Micrologix for Strata to terminate such sublicense for cause, but Strata shall have the final and sole right and responsibility and decision making authority with respect to any such sublicense (provided that Strata acts reasonably in such regard). (c) The terms of this Section 3.5 shall apply to each subsequent sublicensee or sub-sublicensee, as if same were Strata’s original sublicensee. (d) Micrologix will, upon request by any sublicensee of Strata, provide such sublicensee with a letter whereby Micrologix agrees that if Micrologix gives notice of default to Strata pursuant to Section 13.2 or Section 13.4, then, prior to any termination of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16Micrologix will give such sublicensee written notice of such default or intention to terminate this Agreement, and provide that Sublicensee will indemnify NovaDel and its Affiliates to in the extent provided in Article 10. 2.4.2 Within five (5) days after execution event of any breach or receipt thereofdefault by Strata, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel which may be cured pursuant to Section 8.3 with respect 13.2 or Section 13.4, will for 60 days from the date of such notice to Licensee the sublicensee, give the sublicensee the opportunity to cure such default or breach on the terms provided in Section 13.2 or Section 13.4, mutatis mutandis. Further, such letter shall not terminate any sublicense granted by Licensee pursuant to evidence Micrologix’s agreement that if this Section 2.4 with respect to a SublicenseeAgreement is terminated, and provided that (a) the sublicense between Strata and the sublicensee is in good standing at such Sublicensee is not time, Micrologix will then grant to the sublicensee a license of the same rights conferred on the sublicensee by the sublicense agreement on substantially those same terms and conditions as are contained in breach of any provision of this Agreement or as would correspond to the applicable sublicense rights granted in the sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include on the financial terms set out in any the relevant sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidagreement.

Sublicenses. Licensee shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of sublicensees, under the grants licenses and rights of reference granted in Section 2.1 2.1, to Third Parties pursuant its Affiliates and Sublicensees; provided that any such sublicenses granted to a separate written agreement, Sublicensees shall be (i) subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's AstraZeneca’s prior written consent in respect of each such sublicenseconsent, such consent not to be unreasonably withheld withheld, conditioned or delayed, except Licensee may grant a sublicense to an Affiliate with notice but without consent; provided that in no case will exceed 30 daysthe event a sublicensed Affiliate ceases to be an Affiliate of Licensee, then such Affiliate shall thereafter be deemed to be a Sublicensee and Licensee shall deliver a copy of the applicable sublicense agreement to AstraZeneca within [***] ([***]) [***] of such Sublicensee ceasing to be an Affiliate of Licensee; and (ii) consistent with, and any sublicense agreement must be fully consistent with expressly made subject to, the terms and conditions of this Agreement. Licensee shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that as if such Sublicensee will indemnify NovaDel and were a Party to this Agreement. Licensee hereby (x) guarantees the performance of its Affiliates to and permitted Sublicensees that are sublicensed as permitted herein and the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy grant of each any such sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by relieve Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all its obligations of Licensee under this Agreement, except to the extent they are satisfactorily performed by such Sublicensee and (cy) NovaDel shall have all rights with respect to waives any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licenseerequirement that AstraZeneca exhaust any right, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to power or remedy, or proceed against any Sublicensee for breaches of any obligation or performance under this Agreement prior to proceeding directly against Licensee. A copy of any sublicense agreement executed by such Sublicensee. The failure of Licensee to include in a Sublicensee shall be provided to AstraZeneca within [***] ([***]) [***] after its execution; provided that the financial terms of any such sublicense agreement to the provisions referenced in clause (d) shall render the affected sublicense voidextent not pertinent to an understanding of a Party’s obligations or benefits under this Agreement may be redacted.

Sublicenses. 5.1 All sublicenses must be in accordance with the terms of this Agreement. 5.2 Licensee shall have will only enter into sublicenses that arc not transferable by Sublicensees, and only transferable by Licensee to Licensor. 5.3 All sublicenses must be approved in writing by Licensor in advance of execution by Licensee. Such approval will not be unreasonably withheld by Licensor. 5.4 Effective on the date of termination of this Agreement for any reason prior to the end of the Term, Licensee hereby assigns to Licensor each approved sublicense that is in effect on the date of termination, including the right to receive all income from Sublicensees. Licensee will include notification of this provision in all sublicenses. 5.5 Licensee will provide a copy of each sublicense to Licensor within thirty (30) days of the execution of each sublicense. 5.6 Licensee will pay to Licensor Sublicensing Royalties in the amounts and at the times specified in Exhibit B. 5.7 Subject to Article 9, Licensee must enforce all sublicenses at its cost. The Licensee will be responsible for the acts or omissions of its Sublicensees. Each sublicense granted by the Licensee will include an audit right by Licensor of the same scope as provided in Article 7 with respect to the Licensee and will include Licensor’s right to enforce the Licensed Patents. No sublicense agreement will contain any provision which would cause the grant to extend beyond the Term of this Agreement. 5.8 Licensee will require Sublicensees (a) to keep records and submit reports to Licensee of the same type and for the same Accounting Periods as required in Article 7, and (b) to submit to Licensor at the same time Licensee is required to submit a written report under Article 7, a report of all uses and Dispositions and the amount of payments made to Licensee in connection with such use. 5.9 Licensee will not grant to Sublicensees the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect right to enforce any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLicensed Patent.

Sublicenses. Licensee shall have 7.1 LICENSEE may sublicense the right to grant sublicenses under the grants in Section 2.1 to Third Parties LICENSE, any license obtained by LICENSEE pursuant to a separate written agreementthe OPTION, subject and other rights granted to it under this Agreement without the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each YALE. The provisions of Articles 7.2, 7.3 and 7.4 shall apply to any such sublicense, sublicenses. 7.2 Any sublicense granted by LICENSEE shall include such consent not provisions as are needed to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent enable LICENSEE to comply with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and . LICENSEE will provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel YALE with a full and complete copy of each sublicense agreement granted hereunder (and all amendments thereof) promptly after execution. LICENSEE shall deliver copies also include provisions in all sublicenses to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE anywhere in the world or assists another party in bringing a PATENT CHALLENGE anywhere in the world, then LICENSEE may immediately terminate the sublicense. LICENSEE shall remain responsible for the payment of all reports (including relating any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provide for such amounts to royalties and other payments) received be paid by Licensee from such Sublicenseesthe SUBLICENSEE directly to YALE. A breach of this provision shall constitute a material breach that is subject to Article 13.1(b). 2.4.3 Termination 7.3 LICENSEE shall pay royalties to YALE on NET SALES of this Agreement SUBLICENSEES based on the same royalty rate as apply to NET SALES by NovaDel pursuant LICENSEE and its AFFILIATES, regardless of the royalty rates payable by SUBLICENSEES to Section 8.3 with respect LICENSEE under a sublicense agreement. In addition, LICENSEE shall pay to Licensee shall not terminate YALE [***] Per Cent ([***]%) of any sublicense granted by Licensee pursuant SUBLICENSE INCOME. 7.4 LICENSEE agrees that it has sole responsibility to this Section 2.4 with respect to a Sublicensee, provided that promptly: (a) such Sublicensee is not in breach provide YALE with a copy of any provision of amendments to sublicenses granted by LICENSEE under this Agreement or the applicable sublicense agreement, and to notify YALE of termination of any sublicense; and (b) such Sublicensee shall perform summarize all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights reports provided to LICENSEE by SUBLICENSEES to the extent necessary to comply with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidArticle 9.

Sublicenses. Licensee 6.1. The Company shall be entitled to grant Sublicenses under the License granted pursuant to Section 2.1 on terms and conditions in compliance and not inconsistent with the terms of this Agreement (except that the royalty rates may be different than those set forth in this Agreement). Such Sublicenses shall be made (i) for consideration and in arm’s length transactions; and (ii) to entities that the Company reasonably believes have the right commercial and scientific capabilities and resources to grant sublicenses continue the development and commercialization of Products as required pursuant to this Agreement. 6.2. The Company shall notify Yissum in writing whether a proposed Sublicensee is an Affiliate or is otherwise related to the Company. In addition, the Company shall provide Yissum with an executed copy of the Sublicense agreement within 10 days of its execution. The Company will provide Yissum with an executed copy of any material amendments to the Sublicense agreement within 10 days of the execution of such amendment provided, however, that the Sublicense agreement may be redacted to the extent that it contains terms unrelated to the Licensed Technology. 6.3. A Sublicensee shall be entitled to further Sublicense its rights under the grants Sublicense agreement, provided that any such further Sublicensee meets the criteria set forth in Section 2.1 to Third Parties pursuant to 6.1, and such further Sublicensee is a separate written agreementpharmaceutical company with annual revenues of at least US $100 million. 6.4. Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License, subject to the following requirements and conditions:terms of Section 15.4. 2.4.1 Licensee must obtain NovaDel's prior written consent 6.5. The Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach resulting in respect termination of each the Sublicense. In such sublicensean event, the Company undertakes to take all reasonable steps to enforce such consent not to be unreasonably withheld but in no case will exceed 30 daysterms upon the Sublicensee, including the termination of the Sublicense. In all cases, the Company shall immediately notify Yissum of any breach of the material terms of a Sublicense, and shall copy Yissum on all correspondence with regard to such breach. Furthermore, in the context of any sublicense Sublicense, the Company will obtain an agreement must from the relevant Sublicensee that such Sublicensee may only use the Licensed Technology and any related information received from the Company in connection with the further development and/or commercialization of a Product pursuant to the terms of the Sublicense agreement, and will keep same confidential; and (ii) naming Yissum as a third party beneficiary with the right to directly enforce the use and confidentiality provisions described in Subsection (i) above and the reporting provisions set out in Sections 6.6 and 8.2 below. 6.6. Without derogating from the generality of Section 6.5 above, the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon reasonable request, the Company shall provide such reports to Yissum. 6.7. Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best efforts to promptly cure, including termination of the Sublicense, shall constitute a breach of this Agreement by the Company provided, however, that any such breach shall be fully subject to a cure period consistent with the terms and conditions of this Agreement. 6.8. The Company shall not be entitled to grant any rights whatsoever in respect of the Licensed Technology or the Product to any third party, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches distribution/distributorship, except by means of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidSublicense or Subcontracting Agreement.

Sublicenses. Licensee shall have may sublicense its rights under Section 2.01 to one or more Third Parties, but solely to the right extent necessary or useful to grant sublicenses under the grants in Section 2.1 to enable such Third Parties pursuant to a separate written agreementresearch, develop, make, have made, use, import, offer for sale or sell Licensed Compound(s) or Licensed Product(s) in the Field either on their own behalf or with or on behalf of Licensee or its Affiliates, and subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10Section 2.06. 2.4.2 Within five (5a) days after execution or receipt thereofLicensee shall remain responsible for its sublicensees’ performance under this Agreement. (b) Licensee shall provide, as applicablein the Development Report required pursuant to Section 3.03, a list of any sublicensees granted a sublicense during the preceding twelve (12) months. At Merck’s request, Licensee shall provide NovaDel with to Merck a full and complete true copy of any sublicense agreement, redacted to comply with any confidentiality obligations of such party. (c) In the event of a material default by any sublicensee under a sublicense, Licensee will promptly notify Merck upon knowledge thereof and take such action as may be necessary to remedy such default. (d) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, in English, executed by the sublicensee and giving its place of business. In addition, each and every such sublicense must be wholly consistent with those terms of this Agreement which are applicable to that portion of the Field and/or Territory to which the sublicensee has been granted rights. Without limiting the foregoing, each and every sublicense: (i) must require the sublicensee to abide by confidentiality and non-use obligations at least as stringent as those contained in Article IX of this Agreement; (ii) must include rights and obligations upon termination of the sublicense which are consistent in all material respects with the termination provisions of this Agreement; (iii) in the event that the sublicensee is granted the right to offer to sell or sell Licensed Compound or Licensed Product, must require the sublicensee to pay at least the royalties on Net Sales of Product specified in Article VII of this Agreement and to keep records and render reports as required in Section 7.04 and Section 7.05 and be subject to Merck’s audit rights as set forth in Section 7.05 of this Agreement; (iv) must obligate the sublicensee to maintain insurance in amounts consistent Section 11.06; (v) must provide an indemnity from the sublicensee in favor of Merck and Merck Indemnified Party to the same extent as the indemnity contained in Section 11.01, and must provide that the sublicensee agrees that it will not challenge the standing of Merck if it seeks to rely on such indemnification; and (vi) must include a provision stating, in words or substance, that Merck is not a party to the sublicense agreement and has no liability to any licensee, sublicensee or user of anything covered by the sublicense agreement, but that Merck is an intended third party beneficiary of the sublicense agreement and certain of its provisions are for the benefit of Merck and are enforceable by Merck in its own name. Any sublicense granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination hereunder shall survive any early termination of this Agreement by NovaDel Merck pursuant to Section 8.3 with respect to Licensee shall not terminate 12.03 of this Agreement if, as of the effective date of any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicenseesuch termination, provided that (a) such Sublicensee the sublicensee is not in material breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all its obligations of to Licensee under this Agreement, its sublicense agreement and within thirty (c30) NovaDel shall have all rights with respect days of such termination the sublicensee agrees in writing to any and all Sublicensees as it had hereunder with respect be bound directly to Licensee prior Merck under a license agreement substantially similar to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee sublicensed hereunder, substituting such sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLicensee.

Sublicenses. Licensee ESPERION shall have the right to grant sublicenses under the grants sublicense ----------- rights granted in Section 2.1 to Third Parties pursuant to a separate written agreement2. 1, subject to MX's right to review and comment on the following requirements proposed sublicense as provided below. ESPERION shall provide a brief summary of the nature of the proposed sublicense and conditions: 2.4.1 Licensee must obtain NovaDel's the name of such proposed sublicensee, except to the extent prohibited by the terms of any confidentiality agreement between ESPERION and such proposed sublicensee, and sufficient portions of the proposed sublicensing agreement to permit RNEX to evaluate whether the agreement contains covenants by the Sublicensee to observe and perform similar terms and conditions to those in the UBC License Agreement and in this Agreement. If INEX does not provide ESPERION with its comments within ten (IO) calendar days after such request is given by ESPERION, INEX shall be deemed to have waived its right to review and comment. Within ten (IO) calendar days after execution of a sublicensing agreement, ESPERION shall provide INEX with a copy thereof. Within thirty (30) calendar days after receiving such copy, INEX shall notify ESPERION, in express terms, of any deficiency or failure of the sublicensing agreement to satisfy the terms and conditions of the UBC License Agreement and this Agreement. The consent of UBC shall not be required. All sublicenses granted by ESPERION shall be personal to the sublicensee and shall not be assignable without the prior written consent of INEX, except as provided by this Section 2.4. Such sublicenses shall terminate upon the termination of ESPERION's rights granted herein unless events of default are cured by ESPERION or Sublicensee within sixty (60) days of notification by INEX of default and/or as provided by the terms of this Agreement. Each sublicense shall contain covenants by the Sublicensee to observe and perform similar terms and conditions to those in respect the UBC License Agreement and in this Agreement. INEX agrees that if ESPERION has provided to INEX notice that ESPERION has granted a sublicense to a Sublicensee under this Agreement, then in the event INEX terminates this Agreement for any reason provided hereafter, INEX shall provide to such Sublicensee written notice of each such sublicense, termination no less than sixty (60) days prior to the effective date of such consent not termination. The Sublicensee may during such sixty (60) day period provide to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with INEX notice wherein the Sublicensee: (a) reaffirms the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates Agreement as it relates to the extent provided in Article 10. 2.4.2 Within five rights the Sublicensee has been granted under the sublicense; (5b) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full agrees to abide by all of the terms and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination conditions of this Agreement by NovaDel pursuant applicable to Section 8.3 Sublicensees and to discharge directly all pertinent obligations of ESPERION which ESPERION is obligated hereunder to discharge with respect to Licensee such sublicense; and (c) acknowledges that INEX shall not terminate any sublicense granted by Licensee pursuant have no obligations to the Sublicensee other than its obligations set forth in this Section 2.4 Agreement with respect regard to a ESPERION. INEX agrees that upon such Sublicensee, 's notice and provided that (a) such Sublicensee is not in material breach of any provision of this Agreement or the applicable sublicense agreementits sublicense, (b) INEX shall grant to such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel license rights and terms equivalent to the sublicense rights and terms which ESPERION shall have all rights with respect granted to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. 3.1 The Regents also grants to the Licensee shall have the right to sublicense to third parties (including to Affiliates and Joint Ventures) the rights granted to the Licensee hereunder, with no right to further sublicense except as provided below, as long as the Licensee has current exclusive rights thereto under this Agreement. Licensee may grant sublicenses under its Sublicensee the grants in Section 2.1 right to Third Parties pursuant further sublicense any of the rights exclusively granted to Licensee hereunder only to the extent necessary for the research, development, seeking of marketing or regulatory approvals, manufacture and/or commercialization of Licensed Product(s) and/or Licensed Methods. Each Sublicensee must be subject to a separate written sublicense agreement. All sublicenses will include all of the rights of, subject to and will require the following requirements performance of all the obligations due to, The Regents (and, if applicable, the United States Government and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent other sponsors), other than those rights and obligations specified in respect Article 5 (License Issue Fee), Paragraph 7.2 (Minimum Annual Royalty) and Paragraphs 19.5 and 19.7 (reimbursement of each Patent Prosecution Costs). For the avoidance of doubt, Affiliates and Joint Ventures shall have no licenses under this Agreement unless such Affiliates and Joint Ventures are granted a sublicense. For the purposes of this Agreement, such consent not the operations of all Sublicensees shall be deemed to be unreasonably withheld but in no case the operations of the Licensee, for which the Licensee shall be responsible. 3.2 The Licensee will exceed 30 days, and not separately grant a license to any sublicense agreement must be fully consistent with third party under its rights without concurrently granting a license under The Regents’ rights on the terms and conditions of described in this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 103 (Sublicenses). 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, 3.3 The Licensee shall will notify The Regents of each sublicense granted hereunder and will provide NovaDel The Regents with a full and complete copy of each sublicense agreement granted hereunder (along with a summary of the material terms of each such sublicense) and shall deliver copies each amendment to such sublicense within thirty (30) days of issuance of such sublicense or such amendment. The Licensee will collect from Sublicensees and pay to The Regents all reports (including relating to fees, payments, royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach the cash equivalent of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicenseeconsideration due The Regents. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.will guarantee all monies due The Regents from

Sublicenses. Licensee shall have may sublicense its rights under Section 2.01 to one or more Third Parties, but solely to the right extent necessary or useful to grant sublicenses under the grants in Section 2.1 to enable such Third Parties pursuant to a separate written agreementresearch, develop, make, have made, use, import, offer for sale or sell Licensed Compound(s) or Licensed Product(s) in the Field either on their own behalf or with or on behalf of Licensee or its Affiliates, and subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10Section 2.05. 2.4.2 Within five (5a) days after execution or receipt thereofLicensee shall remain responsible for its sublicensees’ performance under this Agreement. (b) Licensee shall provide, as applicablein the Development Report required pursuant to Section 3.03, a list of any sublicensees granted a sublicense during the preceding twelve (12) months. At Merck’s request, Licensee shall provide NovaDel with to Merck a full and complete true copy of any sublicense agreement, redacted to comply with any confidentiality obligations of such party. (c) In the event of a material default by any sublicensee under a sublicense, Licensee will promptly notify Merck upon knowledge thereof and take such action as may be necessary to remedy such default. (d) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, in English, executed by the sublicensee and giving its place of business. In addition, each and every such sublicense must be wholly consistent with those terms of this Agreement which are applicable to that portion of the Field and/or Territory to which the sublicensee has been granted rights. Without limiting the foregoing, each and every sublicense: (i) must require the sublicensee to abide by confidentiality and non-use obligations at least as stringent as those contained in Article IX of this Agreement; (ii) must include rights and obligations upon termination of the sublicense which are consistent in all material respects with the termination provisions of this Agreement; (iii) in the event that the sublicensee is granted the right to offer to sell or sell Licensed Compound or Licensed Product, must require the sublicensee to pay at least the royalties on Net Sales of Product specified in Article VII of this Agreement and to keep records and render reports as required in Section 7.04 and Section 7.05 and be subject to Merck’s audit rights as set forth in Section 7.05 of this Agreement; (iv) must obligate the sublicensee to maintain insurance in amounts consistent Section 11.06; (v) must provide an indemnity from the sublicensee in favor of Merck and Merck Indemnified Party to the same extent as the indemnity contained in Section 11.01, and must provide that the sublicensee agrees that it will not challenge the standing of Merck if it seeks to rely on such indemnification; and (vi) must include a provision stating, in words or substance, that Merck is not a party to the sublicense agreement and has no liability to any licensee, sublicensee or user of anything covered by the sublicense agreement, but that Merck is an intended third party beneficiary of the sublicense agreement and certain of its provisions are for the benefit of Merck and are enforceable by Merck in its own name. Any sublicense granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination hereunder shall survive any early termination of this Agreement by NovaDel Merck pursuant to Section 8.3 with respect to Licensee shall not terminate 12.03 of this Agreement if, as of the effective date of any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicenseesuch termination, provided that (a) such Sublicensee the sublicensee is not in material breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all its obligations of to Licensee under this Agreement, its sublicense agreement and within thirty (c30) NovaDel shall have all rights with respect days of such termination the sublicensee agrees in writing to any and all Sublicensees as it had hereunder with respect be bound directly to Licensee prior Merck under a license agreement substantially similar to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee sublicensed hereunder, substituting such sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLicensee.

Sublicenses. Subject to the requirements of this Section 2.5, Licensee shall have be entitled to sublicense any or all of its rights under this Agreement through multiple tiers: - 16 - of - 75 - (i) Licensee has informed Licensor of the right to grant sublicenses under the grants discussions with such potential Sublicensee in accordance with Section 2.1 to Third Parties 3.7; and (ii) Each sublicense granted by Licensee will be pursuant to a separate written agreement, subject to agreement that imposes on such Sublicensee obligations that are at least as protective of Licensor’s rights as the following requirements relevant restrictions and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of limitations set forth In this Agreement, including Articles 3.10provisions regarding Commercially Reasonable Efforts, 5exclusions from the License, 6termination of the MRA Territory, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates development obligations (to the extent applicable), regulatory activities (to the extent applicable), commercialization (to the extent applicable), confidentiality, sharing of Development Data, Joint Technology, audit, record-keeping and termination, including consequences of termination. Any such sublicense agreement shall include provisions on warranties and liabilities, indemnification and insurance that are not inconsistent with those contained in this Agreement. If Licensee grants a sublicense to a Third Party as permitted by this Section 2.5, then Licensee shall provide Licensor prompt written notice thereof. Licensee shall provide Licensor with an executed copy of any such sublicense agreement (redacted as Licensee may reasonably determine to protect confidential or commercially sensitive information; provided that Licensee may not redact any information that is necessary for Licensor to determine whether such sublicense meets the requirements of this Agreement). Except as otherwise agreed by the Parties in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicablewriting, Licensee shall provide NovaDel be jointly and severally responsible with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports its Sublicensees to Licensor for failure by its Sublicensees to comply with this Agreement; and (including relating to royalties and other paymentsiii) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach grant without the prior written consent of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in Licensor a sublicense the provisions referenced in clause to (d1) shall render the affected sublicense voida Licensor Competitor; or (2) Licensee’s rights [***].

Sublicenses. Licensee shall have Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the grants sublicense granted pursuant to Section 2.1 hereof. Sublicensee has the right to grant written sublicenses (in whole or in part and through one or more tiers of sublicensees) under the license granted pursuant to Section 2.2 solely to the extent such sublicense is granted concurrently and in connection with a grant of a sublicense under Section 2.1 to Third Parties the same sublicensee. Each sublicense granted pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent this Section 2.3 shall be consistent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent all respects with the terms and conditions of this Agreement, including Articles 3.10the Main License Agreement and the Merger Agreement, 5which sublicenses shall include a provision binding sublicensees to all terms hereof intended for the protection or benefit of Sublicensor, 6, 10, 11, 13 SLX or its Affiliate and 16, Company Securityholders. Sublicensee agrees to deliver to Sublicensor and provide that Sublicensee will indemnify NovaDel SLX or its Affiliate for informational purposes (and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5under an obligation of confidentiality) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full true and complete correct copy of each sublicense agreement granted hereunder by Sublicensee or any sublicensee and shall deliver copies of all reports any modification or termination thereof within thirty (including relating to royalties and other payments30) received by Licensee days after execution, modification or termination; provided, however, that Sublicensee may redact from such Sublicensees. 2.4.3 Termination of copy economic terms that are confidential and are not related to compliance with this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a SublicenseeAgreement, provided that (a) such Sublicensee is not in breach of any provision of this the Main License Agreement or the applicable sublicense agreement, (b) such Merger Agreement as long as Sublicensee shall perform provides Sublicensor and SLX or its Affiliate with all terms Sublicensor or SLX or its Affiliate would reasonably deem necessary to insure that Sublicensee is meeting its obligations of Licensee to Sublicensee and SLX or its Affiliate under this Agreement, (c) NovaDel shall have all rights with respect or, if CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION applicable, to any and all Sublicensees as it had hereunder with respect the Stockholder Representative pursuant to Licensee prior to termination of obligations under the Merger Agreement assumed by Sublicensee under this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidAgreement.

Sublicenses. Licensee Eiger shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject Sublicenses with respect to the following requirements rights licensed to Eiger under Section 2.1: [ * ], provided that, in each case (x) and conditions(y), such Sublicenses are granted solely in accordance with this Section 2.2: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each 2.2.1 Eiger shall have the right to enter into a Sublicense Agreement [ * ], provided that: (a) such sublicense, such consent not Sublicense Agreement shall refer to this Agreement and shall be unreasonably withheld but in no case will exceed 30 days, subordinate to and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10and, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and shall not limit Eiger’s ability to fully perform all of its Affiliates obligations under this Agreement (except to the extent provided assumed by Sublicensee but as to which Eiger remains responsible to BMS for the performance thereof by the Sublicensee) or BMS’ rights under this Agreement; [*] = Certain confidential information contained in Article 10this 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. 2.4.2 Within five (5b) days after execution or receipt thereofin such Sublicense Agreement, as applicable, Licensee the Sublicensee shall provide NovaDel with a full agree in writing to fully perform the terms and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination conditions of this Agreement applicable to the Sublicensee; (c) promptly after the execution of such Sublicense Agreement, Eiger shall provide a copy of such Sublicense Agreement to BMS, which copy may be redacted to remove confidential terms that are not necessary for BMS to confirm the Sublicense Agreement’s compliance with, or calculations of Sublicense Revenues under, the terms and conditions of this Agreement; (d) Eiger shall remain primarily responsible and liable for performance of all of its obligations under this Agreement (even where sublicensed or assumed by NovaDel pursuant a Sublicensee) and for compliance by its Sublicensees with applicable terms of this Agreement, including all payments due (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof) and the making of reports under this Agreement on account of its Sublicensees’ activities under the Sublicense Agreement, and shall use Commercially Reasonable Efforts to monitor such Sublicensee’s compliance with and to enforce the terms of such Sublicense Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the applicable terms and conditions of this Agreement in the same manner as Eiger, including, without limiting the generality of the foregoing, the Sublicensee shall [ * ]; (f) such Sublicensees shall [ * ], except with prior written consent of Eiger and BMS in each of their sole discretion and in any event in accordance with and subject to all of the terms and conditions of this Section 8.3 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Eiger in a Sublicense Agreement (to the extent such Sublicense rights are granted to Eiger in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Eiger with respect to Licensee such sublicensed rights, provided that such Sublicense rights shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicenseeif, provided that (a) as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all its obligations of Licensee to Eiger under this its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and, within sixty (c60) NovaDel shall have all rights with respect days of such termination, the Sublicensee agrees in writing to any and all Sublicensees as it had hereunder with respect be bound directly to Licensee prior BMS under a license agreement substantially similar to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights and obligations Sublicensed by Eiger to the Sublicensee under the Sublicense Agreement, substituting such Sublicensee (a “Surviving Sublicensee”) for Eiger, and provided further that (A) such license agreement shall [ * ]; (B) the scope of NovaDel the rights granted to terminate and obligations assumed by the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall [ * ]; (C) Eiger shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, to the [*] = 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. extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (D) such license agreement shall obligate the Surviving Sublicensee to [ * ] from and after the effective date of such termination, [ * ]; (E) the Sublicensee [ * ] as of the effective date of termination; and (F) except as expressly set forth in the license agreement or agreed by Eiger, such license agreement shall not [ * ]; (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement; and (i) BMS shall be made an express third party beneficiary of the Sublicensee’s obligations under such Sublicense that relate to compliance with the applicable terms and conditions of this Agreement with respect the express right to any enforce same directly against the Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidor against Eiger as BMS may elect .

Sublicenses. Licensee shall have the right to 13.1 LICENSEE may grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreementmake, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicensehave made, such consent not to be unreasonably withheld but in no case will exceed 30 daysuse, offer for sale, sell, have sold or offered for sale, and any import Licensed Products in the Licensed Territory. 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, LICENSEE will, at STANFORD’s request, negotiate in good faith a sublicense agreement must for such market or potential market hereunder. 13.3 Any sublicenses granted by LICENSEE under this Agreement shall be fully consistent with the subject and subordinate to terms and conditions of this Agreement, including Articles 3.10except that: (a) Any sublicensee that is not an Affiliate of LICENSEE may not grant further sublicenses without STANFORD’s prior written consent, 5which shall not be unreasonably withheld or delayed, 6, 10, 11, 13 and 16, and provide except that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee such consent shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 not be required with respect to Licensee sublicenses to a sublicensee’s Affiliates or sublicensess solely to exercise the sublicensee’s rights to have Licensed Products made or have Licensed Products sold or offered for sale; and (b) The earned royalty rate specified in the sublicenses may be at higher rates than the rates in this Agreement (in which event any excess shall not terminate be retained by LICENSEE). 13.4 Any such sublicenses also shall expressly include provisions substantially similar to Articles 7, 8 and 9 for the benefit of STANFORD. In addition, any such sublicenses shall survive and provide for the transfer of all obligations, including the payment of royalties specified in such sublicenses, to STANFORD or its designee, in the event that this Agreement is terminated. 13.5 LICENSEE agrees to provide STANFORD a copy of any sublicense granted by Licensee pursuant to this Article 13. 13.6 LICENSEE shall pay to STANFORD ***** of all sublicensing income, except earned royalties on sublicensees' Net Sales, which LICENSEE acknowledges are subject to Section 2.4 with respect to a Sublicensee6.3, and any milestone payment received by LICENSEE upon ***** which LICENSEE pays STANFORD the milestone payment set forth in Section 6.7(a) above. 13.7 LICENSEE may grant royalty-free or non-cash sublicenses or cross-licenses provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform LICENSEE pays all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidroyalties due STANFORD from sublicensees' Net Sales.

Sublicenses. Licensee COMPANY shall have the right to grant sublicenses of its rights under the grants in Section 2.1 only during the EXCLUSIVE PERIOD. Such sublicenses may extend past the expiration date of the EXCLUSIVE PERIOD, but any exclusivity of such sublicense shall expire upon the expiration of the EXCLUSIVE PERIOD. COMPANY shall incorporate terms and conditions into its sublicense agreements sufficient to Third Parties pursuant enable COMPANY to comply with this Agreement. COMPANY shall promptly furnish M.I.T. with a separate written fully signed photocopy of any sublicense agreement, subject which shall be deemed to be confidential information of the COMPANY. Should COMPANY’s license be terminated for any reason, made non-exclusive or otherwise modified to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent extent that COMPANY is no longer permitted to grant rights to sublicensees set out in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 daysCOMPANY’s sublicense agreements, and any should sublicensees not be in material default of COMPANY’s sublicensee agreements at the time of such termination, change to non-exclusivity or modification; then M.I.T. agrees, upon receipt of written notice from sublicensees, to grant licenses to sublicensees on the same terms and conditions as are set out in their Biotrove sublicense agreement must be fully consistent agreement, or on such other terms and conditions as are agreed upon by M.I.T. and sublicensees following good faith negotiations; provided, however, that the sublicense agreements comply, or are amended in a manner requested by sublicenses to bring the sublicense agreements into compliance with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 for any sublicenses granted thereunder; and provided further, upon entering into new sublicenses with respect to Licensee shall sublicensees, that M.I.T. will not terminate be responsible in any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicenseeway whatsoever for any of the representations, provided that (a) such Sublicensee is not in breach of any provision of this Agreement warranties or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee COMPANY under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any Biotrove sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidagreements.

Sublicenses. Licensee (a) Each Sublicense (i) shall have the right to grant sublicenses under the grants contain terms no less protective of University’s rights than those set forth in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16(ii) shall not be in conflict with this Agreement, and (iii) shall identify University as an intended third party beneficiary of the Sublicense. Licensee shall provide that Sublicensee will indemnify NovaDel and its Affiliates to University with a complete electronic or paper copy of each Sublicense within thirty (30) days after execution of the extent provided in Article 10. 2.4.2 Within Sublicense. Along with the Royalty payment required by Section 3.7, Licensee shall provide a complete copy of all Sublicenses entered into by Licensee within five (5) business days after execution or receipt thereof, as applicable, of the effective date of each Sublicense. Licensee shall further agrees to provide NovaDel University with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) report received by Licensee from such Sublicensees. 2.4.3 Termination a Sublicensee pertinent to any royalties or other sums owing to Licensee. Licensee shall not receive from Sublicensee anything of value in lieu of cash payments in consideration for any Sublicense without (i) including the value, based on fair market value, as Net Sales or (ii) obtaining the prior written consent of the University. Licensee shall be fully responsible to University for any breach of the terms of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, . (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to Upon termination of this Agreement for any reason, all Sublicenses shall terminate. If a Sublicensee was in compliance with the terms of its Sublicense in effect on the date of termination, University may grant such Sublicensee that so requests, a license with royalty terms and such use rights and other terms as are acceptable to University. In no event shall University have any obligations of any nature whatsoever with respect to Licensee(i) any past, current or future obligations that Licensee may have had, or may in the future have, for the payment of any amounts owing to any Sublicensee, (dii) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its past obligations to NovaDel hereunder whatsoever, and the rights of NovaDel to terminate this Agreement with respect (iii) any future obligations to any Sublicensee for breaches of this Agreement by beyond those set forth in the new license between University and such Sublicensee. The failure of . (c) If Licensee is unable or unwilling to include grant Sublicenses, either as suggested by University or by a potential licensee or otherwise, then University may directly license such potential licensee as appropriate to comply with University’s obligations in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidconnection with federal research financing.

Sublicenses. Licensee shall have the right a. Subject to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicableSection 2.2, Licensee shall be entitled to grant Sublicenses to third parties under the license granted to Licensee pursuant to Section 2.1. All such Sublicenses shall be made for consideration and in arm’s length transactions. b. Sublicenses to Sublicensees shall only be granted pursuant to written agreements. Licensee shall provide NovaDel Licensor with a full and complete copy of each sublicense Sublicense agreement granted hereunder and within twenty (20) days of receipt of an executed agreement from the Sublicensee. Each such Sublicense agreement shall deliver copies of all reports contain, inter alia, provisions to the following effect: (including relating i) All provisions necessary to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 ensure Licensee’s compliance with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all its obligations of Licensee under this Agreement, including reporting and audit requirements; (ii) In the event of termination of the license granted to Licensee under this Agreement and if no new agreement is entered into between Licensee and the Upstream Licensor, any existing Sublicense agreements that contain a Sublicense of Licensed Patents or Licensed Technology shall terminate to the extent of such Sublicense; and (iii) Licensee must obtain Licensor’s prior written approval for any proposed further sublicensing by the Sublicensee of the Sublicense granted to such Sublicensee (not to be unreasonably withheld). If Licensor approves any such further Sublicense grant, the corresponding Sublicense agreement shall be subject to execution of a written agreement consistent with the terms of this Section 2.2, and shall be made for consideration and in arm’s length transactions. For clarity, if a Sublicensee has been granted commercialization rights in a Core Country (as defined in subsection (c) NovaDel shall have all below) with Licensor’s approval, such Sublicensee may not further sublicense any of those commercialization rights in a Core Country without Licensor’s prior written approval. c. The Parties will mutually agree upon countries within the Territory where Licensee is required to commercialize Licensed Products itself or through its Affiliates (and only through a Sublicensee with the prior written approval of Licensor). Such countries are or will be listed in Schedule C, attached hereto and incorporated herein by reference (each a “Core Country”), which schedule may be amended from time to time by written mutual agreement of the Parties. For the grant of a Sublicense by Licensee that does not involve the right to commercialize Licensed Product(s) in a Core Country, or that involves a Sublicense grant in a country in the Territory that is not a Core Country, Licensee is not required to obtain Licensor’s prior written approval for Licensee’s grant of this type of Sublicense; however, in each case of a granted Sublicense to a Sublicensee (including a Sublicense granted by a Sublicensee), Licensee must provide to Licensor a copy of any such executed Sublicense agreement within twenty (20) days after execution; provided that, if the granted Sublicense is a portion of a broader license or sublicense agreement, Licensee may redact the portions of the broader agreement that do not pertain to a Sublicense under this Agreement. Licensee may not redact the effective date of the Sublicense agreement or the name and address of the Sublicensee. d. Any permitted Sublicense granted by Licensee (or granted by a Sublicensee in accordance with this Section 2.2) will: (i) incorporate terms and conditions into the corresponding Sublicense agreement sufficient to enable Licensee and each Sublicensee to comply with this Agreement; (ii) be consistent with the terms, conditions and limitations of this Agreement that are applicable to such Sublicensee (including, without limitation, diligence obligations with respect to any and all Sublicensees as it had hereunder Licensed Products), (iii) contain a prohibition against Sublicensee commercializing [*] that could be competitive with respect to Licensee prior to Licensed Products; and (iv) terminate on termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidAgreement.

Sublicenses. Licensee Any sublicense by COMPANY shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant be to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent Sublicensee that agrees in respect of each such sublicense, such consent not writing to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with bound by substantially the same terms and conditions of this Agreement, excluding financial terms and conditions, or such sublicense shall be null and void. Sublicenses granted by COMPANY hereunder may be transferable, including Articles 3.10by further sublicensing, 5, 6, 10, 11, 13 and 16, delegatable or assignable. COMPANY will notify MAYO within [***] after the grant of any Sublicense and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel MAYO with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies promptly after execution; provided such Sublicense may be redacted to delete any terms that are not material to compliance with this Agreement. COMPANY is responsible for the performance of all reports Sublicensees as if such performance were carried out by COMPANY itself, including the payment of any royalties or other payments provided for hereunder triggered by such Sublicense, regardless of whether the terms of any sublicense require that Sublicensee pay such amounts (including relating such as in a fully paid-up license) to royalties COMPANY or that such amounts be paid by the Sublicensee directly to MAYO. Each sublicense agreement shall name MAYO as a third party beneficiary; provided, MAYO may only exercise its rights as a third party beneficiary if COMPANY has failed to take steps to correct any breach by a Sublicensee identified by MAYO. COMPANY shall not grant any fully-paid up, royalty-free or exclusive sublicenses without MAYO’s prior written consent; provided, COMPANY and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination its Sublicensees may grant sublicenses, with MAYO’s consent, to third parties performing contract services on behalf of the COMPANY with regard to Licensed Products, e.g, pre-clinical toxicology, manufacturing, clinical trial conduct, etc. In the event of any termination of this Agreement, any Sublicensee that is not then in material breach of this Agreement shall have the right to retain its sublicense to the Patent Rights, Know How and Licensed Materials by NovaDel pursuant providing notice to Section 8.3 with respect to Licensee shall not terminate MAYO, and in such event any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect pay directly to MAYO any and all Sublicensees as it had amounts that would be due to MAYO from COMPANY hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement activities conducted by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee shall have the right (a) Subject to Section 4.3.2(b), Celldex may grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject Medarex Technology to the extent necessary to develop, make, have made, import, use, offer for sale and sell Products; provided, however, within ten (10) days of the date any such sublicense is executed, Celldex shall provide Medarex with at least the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in information with respect of to each such sublicense, such consent not Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Product and the rights being granted to the Sublicensee; and (iii) the territory in which the Product will be unreasonably withheld but in no case will exceed 30 days, and any sold. Each sublicense agreement must granted by Celldex shall be fully consistent with all the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16subordinate thereto, and provide Celldex shall remain responsible to Medarex for the compliance of each such Sublicensee with the financial and other obligations due under this Agreement. (b) The parties recognize that Sublicensee will indemnify NovaDel and its Affiliates according to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy provisions of each sublicense agreement granted hereunder and shall deliver copies of all reports (including the Cross License Agreement relating to royalties the Medarex Technology, Medarex may not grant Celldex the right to directly grant sublicenses under certain Medarex Technology that is covered by the Cross License Agreement to sell, lease, and other payments) received by Licensee from offer for sale or lease Products. So long as such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel provisions are in effect, if Celldex grants or desires to grant a sublicense to a particular Sublicensee under the Medarex Technology pursuant to Section 8.3 4.3.2(a) to sell, lease, and offer for sale or lease a particular Product, then Medarex shall enter into an agreement with such Sublicensee which grants a direct license to such Sublicensee under such of the Medarex Technology that is covered by the Cross License Agreement to sell, lease, and offer for sale or lease such Product on the same terms and conditions as the sublicense granted by or desired to be granted by Celldex to such Sublicensee (“Direct Sublicense Agreement”); provided, each such Direct Sublicense Agreement granted by Medarex shall: (i) be consistent with all the terms and conditions of this Agreement; (ii) provide that all performance obligations of such Sublicensee, including without limitation, with respect to Licensee development and commercialization of Products and payment of amounts owing under the sublicense granted to such Sublicensee by Celldex, shall be owed to Celldex and not terminate to Medarex; (iii) not conflict with any of the rights granted under this Agreement; (iv) provide that Celldex is a third party beneficiary under such Direct Sublicense Agreement, with the right, at Celldex’s expense, to enforce the terms and conditions of such Direct Sublicense Agreement against such Sublicensee, including the right to collect all monies due to Celldex from such Sublicensee under such Direct Sublicense Agreement; and (v) be subject to Celldex’s approval, such approval not to be unreasonably withheld. Further, it is understood and agreed by Celldex that, in such sublicense granted by Licensee pursuant Celldex to such Sublicensee, Celldex shall make the rights related to such certain Medarex Technology granted by Medarex to Celldex under Section 4.3 subordinate to such direct license granted by Medarex to such Sublicensee, such that the rights granted by Medarex to Celldex under Section 4.3.1 shall not be in conflict with the rights granted to such Sublicensee by Medarex under this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void4.3.2(b).

Sublicenses. Beginning after [**] of the Effective Date, Licensee shall have may sublicense its rights under Section 2.01 to one or more Third Parties, to the right extent necessary or useful to grant sublicenses under the grants in Section 2.1 to enable such Third Parties pursuant to a separate written agreementresearch, develop, make, have made, use, import, offer for sale or sell Licensed Compound(s) or Licensed Product(s) in the Field in the Territory, and subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10Section 2.04. 2.4.2 Within five (5a) days after execution or receipt thereofLicensee shall remain responsible for its sublicensees' performance under this Agreement. (b) Licensee shall provide, as applicablein the Development Report required pursuant to Section 3.03, a list of any sublicensees granted a sublicense during the preceding twelve (12) months. At Lilly's request, Licensee shall provide NovaDel with to Lilly a full and complete copy of each any sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicenseesagreement. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any (c) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, in English, executed by the sublicensee and giving its place of business. In addition, each and every such sublicense must be consistent with those terms of this Agreement which are applicable to that portion of the Field and/or Territory to which the sublicensee has been granted rights, including, without limitation, must require the sublicensee to abide by confidentiality and non-use obligations at least as stringent as those contained in Article IX of this Agreement. (d) In the event that that this Agreement is terminated in its entirety by Licensee pursuant to this Section 2.4 with respect 12.02 or Lilly for any reason as permitted under the Agreement, each sublicense granted by Licensee will survive such termination (as a direct license from Lilly), subject to a SublicenseeSection 12.06, provided that (a) Lilly has agreed following such Sublicensee termination and/or in connection therewith that the sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect acceptable to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLilly.

Sublicenses. Licensee shall have the no right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to license granted herein, unless such sublicense is granted as part of a separate written agreement, license along with other substantial technology or patent rights of Licensee. Any such sublicense will be subject to each of the following requirements and conditions: 2.4.1 (a) In each sublicense agreement, Licensee must obtain NovaDel's prior written consent in respect of each such sublicensewill, such consent not (i) prohibit the sublicensee from further sublicensing, except for a further sublicense limited to be unreasonably withheld but in no case will exceed 30 daysthe right to manufacture and distribute a Licensed Product developed by the sublicensee, and any sublicense agreement must be fully consistent (ii) require the sublicensee to comply with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 Agreement other than the payment and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10reporting obligations of Company. 2.4.2 (b) Within five thirty (530) days after execution or receipt thereofLicensee enters into a sublicense agreement, as applicable, Licensee shall provide NovaDel with Company will deliver to Rockefeller a full complete and complete accurate copy of each the entire sublicense agreement granted hereunder and shall deliver copies written in the English language. Rockefeller’s receipt of all reports (including relating to royalties and other payments) received by Licensee from such Sublicenseesthe sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Rockefeller or obligation of Company under this Agreement. 2.4.3 Termination (c) In the event that Company causes or experiences a bankruptcy event, all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Company. Upon receipt of any such funds, Rockefeller will remit to Company the amount by which such payments exceed the amounts owed by Company to Rockefeller. (d) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Rockefeller for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by NovaDel pursuant Company, and Company will be deemed to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not be in breach of any provision of this Agreement as a result of such act or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidomission.

Sublicenses. Licensee 6.1. The Company shall have the right to grant sublicenses under the grants in Section 2.1 Sublicenses to Third Parties pursuant to a separate written agreementits Affiliates and/or third parties, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each provided that (i) any such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully is consistent with the terms and conditions provisions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 ; (ii) the Company remains fully liable for the performance of its obligations hereunder; and 16, (iii)the Company notifies Yissum of any grant of a Sublicense and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10provides Yissum upon request a copy of any Sublicense agreement. 2.4.2 Within five (5) days after execution 6.2. Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License; provided, however, that, for each Sublicensee, upon termination of a Sublicense, if the Sublicensee is not then in breach of the Sublicense such that Company would have the right to terminate such Sublicense, such Sublicensee shall have the right to seek a license from Yissum. Yissum agrees to negotiate such licenses in good faith under reasonable terms and conditions, which shall not impose any representations, warranties, obligations or receipt thereofliabilities on Yissum that are not included in this Agreement. 6.3. Without derogating from the generality of Section 6.1 above, as applicablewhere the Sublicense agreement includes the payment of royalties on the Sublicensee’s sales, Licensee the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon request, the Company shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all such reports (including relating to royalties and other payments) received by Licensee from such SublicenseesYissum. 2.4.3 Termination 6.4. Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by NovaDel pursuant the Company had it been an act or omission of the Company, and which the Company has not made best efforts to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicenseepromptly cure, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to including termination of this Agreement with respect to Licenseethe Sublicense, (d) Licensee shall include in any sublicense constitute a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches breach of this Agreement by the Company. 6.5. For the avoidance of any doubt it is hereby declared that under no circumstance whatsoever shall a Sublicensee be entitled to assign such SublicenseeSublicense or further Sublicense the License or any part thereof, other than to its Affiliates. 6.6. The failure Company shall not be entitled to grant any rights whatsoever in respect of Licensee the Licensed Technology to include any third party, including rights of distribution/distributorship, except by means of a Sublicense. 6.7. If at any time after the Effective Date, the Company or Yissum is approached by a major strategic commercial entity interested in sublicensing the Licensed Technology for any use(s) other than for the development and commercialization of Products within the PCB Field, the Company will negotiate the terms of a sublicense Sublicense agreement with such company in good faith, and in such case, Yissum shall be entitled to receive its consideration pursuant to sections 7.1, and 7.2 below, per each Sublicense agreement. 6.8. The Company specifically agrees to sell, upon request, reasonable amounts of NSP conductive inks at competitive prices to ClearJet Limited for ClearJet's use within the provisions referenced in clause field of the license granted by Yissum to ClearJet pursuant to an agreement, dated August 23, 2012 (d) shall render the affected sublicense void“ClearJet Field”).

Sublicenses. Licensee Subject to the restrictions set forth on Schedule 3.2, LICENSEE shall have the right to grant sublicenses through multiple tiers to one or more of its Affiliates and to one or more Sublicensees of any and all rights granted to LICENSEE under this Agreement by AGTC, provided that in no event may LICENSEE grant a sublicense, and LICENSEE shall use reasonable efforts to ensure that none of its Affiliates or their respective Sublicensees grant a sublicense, of any of the grants in rights licensed under Section 2.1 to Third Parties pursuant 3.1(b) with respect to a separate written agreementProduct to any Person that, subject as of the date of the sublicense grant, has publicly disclosed, or otherwise disclosed to LICENSEE, that it is (i) Developing or Commercializing a product in a program that constitutes a Competing Program as of the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's date of the sublicense grant if at such time LICENSEE is Developing such Product or (ii) Commercializing a product in a program that constitutes a Competing Program as of the date of the sublicense grant if at such time LICENSEE is Commercializing such Product, in each case of (i) or (ii) without AGTC’s prior written consent consent, which AGTC may give in respect of each its sole discretion. Each such sublicense, such consent not to sublicense shall be unreasonably withheld but in no case will exceed 30 dayssubject and subordinate to, and any sublicense agreement must be fully consistent with with, the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 . The engagement of any Sublicensee in compliance with this Section 3.2 shall not relieve LICENSEE of its obligations under this Agreement. LICENSEE shall remain responsible for actions or omissions of its Sublicensees and 16, and provide LICENSEE’s breaches under this Agreement that Sublicensee will indemnify NovaDel and are caused by its Affiliates to the extent provided in Article 10. 2.4.2 Within five Sublicensee’s breach of any sublicense agreement (5) days after execution or receipt thereof, as applicable, Licensee delay caused by such breach). LICENSEE shall provide NovaDel with a full and complete redacted copy of each sublicense agreement granted hereunder and shall deliver copies to AGTC promptly following execution of all reports (including relating to royalties and other payments) received by Licensee from such Sublicenseessublicense. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Except as expressly permitted hereby, Licensee shall not have the right to sublicense all or any portion of the License granted hereby without obtaining Licensor's prior written consent. Notwithstanding the foregoing, Licensee shall have the right right, without obtaining Licensor's consent, to grant sublicenses under of any or all rights granted to Licensee by Licensor hereunder to (i) Affiliates, or (ii) any other entity so long as Licensee shall exercise and maintain managerial control over all Restaurants owned by such entity substantially in the grants manner that Licensee currently exercises managerial control over the NY Restaurant (each such sublicensee being herein referred to as a "Sublicensee"). Each sublicense will contain the provisions set out in Section 2.1 this Agreement as the last sentence of this paragraph, subparagraph 6(b), subparagraphs 15(e) through (k) below and provisions (a) confirming Licensor's ownership of the Marks and Associated Rights which are the subject of the sublicense, (b) declaring that the sublicense will be deemed automatically assigned by Licensee to Third Parties pursuant Licensor upon any lawful termination of this Agreement (provided, however, that Licensor shall have the option, to a separate written agreementbe exercised within fifteen (15) days of such termination, subject to reject such sublicense by notice to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicenseSublicensee), such consent not (c) requiring the Sublicensee to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent comply with the applicable terms and conditions of this AgreementAgreement and to maintain the operating and quality standards prescribed herein, including Articles 3.10, 5, 6, 10, 11, 13 (d) giving Licensor the right to determine directly whether or not such operating and 16quality standards are being maintained, and provide (e) prohibiting further sublicensing of the rights granted under the sublicense except in compliance with the terms and provisions of this paragraph. Licensee will take all appropriate steps to exercise quality control over the goods and services provided by each Sublicensee in order to ensure that Sublicensee will indemnify NovaDel the operating and its Affiliates quality standards required by this Agreement are being maintained. Notwithstanding anything to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereofcontrary contained herein, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee Licensor shall not have the right to terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, License granted hereby for any default which may arise hereunder by reason of the acts or omissions of any Sublicensee so long as (bi) Licensee shall use its best efforts to cause such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights to comply with respect to any the applicable terms and all Sublicensees as it had hereunder with respect to Licensee prior to termination conditions of this Agreement and to maintain the operating and quality standards prescribed herein, and (ii) if such efforts fail to cause the Sublicensee to comply with respect such terms and conditions or maintain such standards within a reasonable time period not to Licenseeexceed ninety days, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations immediately terminate or cause to NovaDel hereunder and be terminated the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidapplicable sublicense.

Sublicenses. Licensee (i) Any sublicense agreement(s) entered into under Section 2.4 of this Agreement for the purpose of the development and commercialization of any drug or products (each, a “Sublicense”) in effect as of the effective date of termination of this Agreement shall have terminate (the right “Termination Date”), and such Sublicensee shall, at its option by providing written notice of its election to grant sublicenses do so within forty-five (45) days following the Termination Date, be a direct licensee under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, and subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement as if a signatory hereto, provided that: (i) the payment terms of the direct license will be those of this Agreement; (ii) the Sublicensee is in good standing with respect to the Sublicense and was not itself the cause of the termination of this Agreement; (iii) the rights granted to the Sublicensee shall be subject to the field restrictions and other limitations under the Sublicense as if fully set forth herein; (iv) Enumeral and Sublicensee shall negotiate in good faith regarding the choice of law jurisdiction for such direct license; (v) any diligence requirements on the part of such Sublicensee for the development of any product under the Sublicense Agreement shall continue in addition to any diligence requirements under this Agreement; (vi) such Sublicensee has expressly agreed to abide by this provision and assume the obligations under this Agreement; and (vii) such direct license between Enumeral and the Sublicensee shall not place any additional obligations or restrictions (including but not limited to representations, including Articles 3.10warranties, 5or liabilities) on Enumeral that are not included in this Agreement or that are beyond Enumeral’s obligations under this Agreement without the prior written consent of Enumeral. By accepting such direct license, 6such Sublicensee releases Enumeral from any claim or liability whether actual or contingent under any agreement with Pieris. (ii) In the event that a Sublicense of any license granted to Pieris under this Agreement is terminated or rejected by or on behalf of Pieris under the applicable provisions of any bankruptcy laws and Sublicensee is unable to make an election thereunder to continue the Sublicense, 10then Enumeral hereby grants a direct license to Sublicensee under the terms of Section 9.5(b)(i) above, 11without any further action of Pieris, 13 and 16provided that such action is not blocked or objected to in bankruptcy court, and provide further provided that this Agreement is concurrently terminated in such bankruptcy action (or, if the Agreement is not so terminated, Pieris hereby waives any restrictions to the contrary in the Agreement in order to permit such direct license). (iii) The Parties further acknowledge and agree that any such Sublicensee will indemnify NovaDel and its Affiliates shall be a third party beneficiary of this Agreement to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating required to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to enforce its rights under this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void9.5(b).

Sublicenses. (a) The Licensee shall have may, without the right consent of Canopy or either Licensor, sublicense use of the Trademarks, Systems and/or Intellectual Property to grant sublicenses under its Affiliates. (b) The Licensee may, with the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicenseCanopy, such which consent shall not be unreasonably withheld, sublicense use of the Trademarks, Systems and/or Intellectual Property to any Person other than its Affiliates (the “Identified Sublicensee”). For greater certainty, Canopy’s consent shall not be considered to be unreasonably withheld but in no case will exceed 30 daysthe event that the proposed sublicensee does not meet the Licensing Criteria. [COMMERCIALLY SENSITIVE INFORMATION REDACTED]. (c) As of the earlier of the Triggering Event Date (as defined in the Arrangement Agreement) and the date that the Purchaser Call Option (as defined in the Arrangement Agreement) may be exercised by Canopy, and at any sublicense agreement must be fully consistent with time thereafter, the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10Licensee shall [COMMERCIALLY SENSITIVE INFORMATION REDACTED]. 2.4.2 Within (d) Any sublicense granted under this Amended & Restated Agreement shall be in writing with a copy provided to Canopy. Any sublicense granted under this Amended & Restated Agreement pursuant to Section 5(b) or Section 5(c) shall be provided to Canopy at least five (5) days after Business Days prior to execution or receipt thereof, as applicable, by the Licensee. The Licensee shall provide NovaDel ensure that any sublicensees comply with their obligations under this Amended & Restated Agreement as if the sublicensees were themselves the Licensee; provided, however, that if any sublicensee is a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Proposed Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to 5(c), the Licensee shall not terminate be indemnified by Canopy for the reasonable and documented costs and expenses of its external legal counsel incurred as a result of, or arising from, any claim or demand brought or threatened by [COMMERCIALLY SENSITIVE INFORMATION REDACTED] against the Licensee in connection with a sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void5(c).

Sublicenses. Prior to the [* * *] anniversary of the Effective Date, Licensee shall have may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 (i) to Affiliates to Develop, Manufacture and Commercialize Licensed Products and (ii) to Third Party contractors engaged in the Development, Manufacture or Commercialization of Licensed Products on behalf of Licensee solely to assist Licensee to perform its obligations under this Agreement. In addition, on or after the [* * *] anniversary of the Effective Date, Licensee may grant sublicenses, through multiple tiers of Sublicensees, under the license granted to Licensee in Section 6.1 to Third Parties to Manufacture, Develop and Commercialize Licensed Products and Licensee’s right to grant sublicenses shall not be restricted. For the avoidance of doubt, nothing in this Section 6.3 limits the right of Licensee to sell Licensed Products through any distributors or sub-distributors of its choice in carrying out its Commercialization activities under the grants this Agreement. Licensee shall inform POZEN in Section 2.1 to Third Parties writing of each sublicense granted pursuant to a separate written agreement, subject to this Section 6.3. Licensee shall remain liable for the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect performance of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 daysits obligations under this Agreement, and any sublicense agreement must actions of a Sublicensee shall be fully consistent with the terms considered actions of Licensee, and conditions any act or omission of a Sublicensee that would be a breach of this AgreementAgreement if such act or omission had been taken or made by Licensee, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with be deemed a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination breach of this Agreement by NovaDel pursuant Licensee. Subject to the restrictions set forth in this Section 8.3 with respect 6.3, any Third Party that has been appointed as a Sublicensee shall be entitled to all of the rights, and be subject to all of the obligations, under this Agreement which are applicable to Sublicensees. Notwithstanding anything to the contrary in this Agreement, Licensee shall not terminate be obligated to obtain any sublicense granted right, title or interest to any Inventions, Joint Inventions or Licensed Product Improvements developed or conceived by Licensee pursuant to this Section 2.4 or with respect to a Sublicensee, provided that (a) any of its Sublicensees from any such Sublicensee is not in breach of to satisfy any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee obligation to POZEN under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. (i) Licensee may grant written, exclusive or non-exclusive sublicenses to third parties. Licensee shall have the right to grant sublicenses under same responsibility for the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to activities of any sublicensee as if the following requirements and conditions: 2.4.1 activities were directly those of Licensee. Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent shall provide XXXX with the terms name, contact information and conditions address of any sublicensee as well as information regarding the number of full-time employees of any such sublicensee to allow XXXX to determine whether it can maintain its small entity filing status for patent prosecution and maintenance purposes. In the event of termination of this Agreement, including Articles 3.10all outstanding sublicense agreements, 5not in default, 6will be assigned by Licensee to XXXX and the sublicenses will remain in full force and effect with XXXX as the licensor instead of Licensee, 10, 11, 13 and 16but the sublicenses will be automatically conformed so that the duties of XXXX under the sublicenses will not be greater than the duties of XXXX under this Agreement, and provide the rights of XXXX under the sublicenses will not be less than the rights of XXXX under this Agreement, including all financial consideration and other rights of XXXX. Any agreement granting a sublicense shall contain provisions corresponding to those of this Section 2B respecting termination and the conditions of continuation of sublicenses. (ii) With respect to sublicenses granted by Licensee under this Section 2B, Licensee shall pay to XXXX an amount equal to what Licensee would have been required to pay to XXXX had Licensee sold the amount of Products sold by such sublicensee. In addition, if Licensee receives any fees or other payments in consideration for any rights granted under a sublicense, and such fees or payments are not based directly upon the amount or value of Products sold by the sublicensee or provided as a reimbursement for actual research and development costs incurred by Licensee under a Colby Pharma PMCol License 06-0524 4 research contract between Licensee and the sublicensee, then Licensee shall pay to XXXX a percentage of such payments (excluding, for avoidance of doubt, any sublicense royalty payments or payments made by such sublicensee against any portion of the milestone payment obligations of Section 4D that Sublicensee will indemnify NovaDel and its Affiliates Licensee imposes on such sublicensee) according to the extent provided in Article 10.following schedule: 2.4.2 Within (1) forty percent (40%) of amounts received under each agreement entered into before an Investigational New Drug ("IND") application is filed by Licensee with the Federal Drug Administration ("FDA") for a Product made a subject of the sublicense; (2) thirty percent (30%) of amounts received under each agreement entered into after the filing of an lND under item (1) above until completion of a Phase I clinical trial by Licensee for that Product; (3) twenty-five percent (25%) of amounts received under each agreement entered into after completion of item (2) above until completion of a Phase II clinical trial by Licensee for that Product; (4) twenty percent (20%) of amounts received under each agreement entered into after completion of item (3) above until a New Drug Application ("NDA") has been approved by the FDA for that Product; and (5) days ten percent (10%) of amounts received under each agreement entered into after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received the NDA has been approved by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to the FDA for that Product. Licensee shall not terminate receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of under this Agreement without the express prior written permission of XXXX; provided, however, that in no event shall this limitation be construed to preclude Licensee from receiving materials, assistance or other non-cash consideration from such sublicensee that is reasonably intended to facilitate Licensee's fulfillment of its performance obligations under the applicable sublicense agreement, (b) such Sublicensee . Any payments owing to XXXX hereunder shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include be made in any sublicense a provision the manner specified in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidSection 4F below.

Sublicenses. 5.1 Subject to this Article and Paragraph 2.3, Licensee shall have the right to may grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to written sublicense agreements, provided that each sublicense agreement contains a separate written provision that such sublicense and the rights thereby granted are personal to the Sublicensee and such sublicense may not be further assigned or sublicensed. Licensee agrees to deliver to LSU a true and correct copy of each and every sublicense agreement entered into by Licensee within thirty (30) days after execution thereof, and shall promptly advise LSU in writing of any modification or amendment or termination of each sublicense agreement, and shall supply a copy to LSU. 5.2 Any sublicense granted pursuant to this Article 5 shall be in accordance with and subject to the following requirements terms, conditions and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions limitations of this Agreement, including Articles 3.10but not limited to the same protections for LSU’s name, 5export compliance, 6insurance requirement, 10, 11, 13 and 16disclaimers, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent indemnification as set forth herein. 5.3 As provided in Article 10Paragraph 4.1, royalties shall be payable by Licensee on all Products Sold by Licensee and any Sublicensee, and such royalty payment provisions shall be included in all sublicense agreements. 2.4.2 Within five (5.4 Should Licensee grant any sublicense in accordance with this Article 5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with pay LSU a full and complete copy cash amount equivalent to a percentage of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received any sublicensing consideration paid by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect Sublicensee to Licensee in consideration for the grant of such sublicense, excluding only royalty payments covered in Paragraph 4.1 and payments to Licensee for bona fide research and development performed by Licensee. Licensee shall not terminate pay LSU a percentage of such sublicensing consideration according to the following schedule: 5.4.1 Fifty percent (50%) for any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a within twelve months of the Effective Date; 5.4.2 Forty percent (40%) for any sublicense granted by Licensee between twelve and twenty-four months from the Effective Date; 5.4.3 Thirty percent (30%) for any sublicense granted by Licensee between twenty-four and thirty-six months from the Effective Date; 5.4.4 Twenty percent (20%) for any sublicense granted by Licensee between thirty-six and forty-eight months from the Effective Date; and 5.4.5 Ten percent (10%) for any sublicense granted by Licensee after forty-eight months from the Effective Date. Such payment shall be due no later than thirty (30) days from date Licensee receives the payment from the Sublicensee, provided . 5.5 Licensee acknowledges and agrees that (ai) such Sublicensee is the use of a sublicense shall not in breach relieve the Licensee of any provision of this Agreement its obligations, duties or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee limitations under this Agreement, ; and (cii) NovaDel any action or omission of a Sublicensee shall have all rights with respect the same consequence or effect as if such action or omission was Licensee’s own. 5.6 Sublicenses to any and all Sublicensees as it had hereunder with respect Affiliates shall be subject to Licensee prior to termination of this Agreement with respect to LicenseeArticle 5, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee except for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidParagraph 5.4.

Sublicenses. The Licensee shall have be entitled to exercise the rights and license granted it under section 2.1 through Sublicensees provided the Sublicense is in writing and provides that the Sublicensee shall be bound to the Licensee by terms and conditions (other than the payments for costs of Patenting of sections 4.2 and 4.3) that are substantially equivalent to the terms and conditions by which the Licensee is bound to the University under this Agreement, so as to permit the Licensee to satisfy all of its obligations to the University under this Agreement, and each Sublicense shall also: (a) contain the Sublicensee’s acknowledgment of the University’s disclaimers of representations and warranties and liability as provided in article 7; (b) provide a right to grant sublicenses the Licensee to assign its rights under the grants Sublicense to the University in Section 2.1 the event that this agreement is terminated and an acknowledgement of the Sublicensee that, absent such assignment of the Sublicense from the Licensee to Third Parties pursuant to a separate written agreementthe University, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect provisions of each such sublicensesubsection 8.6(b), such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with upon the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution expiry or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect for any reason whatsoever, the rights of any Sublicensee under a Sublicense shall terminate; (c) contain no grant of any right to Licenseethe Sublicensee to further sublicense (i.e., make a sub-Sublicense) without the prior written consent of the University, which consent shall not be unreasonably withheld; and (d) contain no provisions less favourable to the University than those of this Agreement. The Licensee shall provide the University with notice of every Sublicense made, promptly after its execution by the parties thereto, and a written warranty that the obligations of the Licensee to the University set forth in this section 2.2 have been satisfied by the terms of the Sublicense and which notice shall include in any sublicense a provision in which said the identity of the Sublicensee acknowledges its obligations to NovaDel hereunder (or sub-Sublicensee) and the rights effective term of NovaDel to terminate this Agreement with respect to and any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include Territorial limitations in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidSublicense.

Sublicenses. Licensee shall have may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any of its Affiliates without the right to grant sublicenses further sublicense rights to any Third Party. Licensee may grant a sublicense, option to sublicense, or any other right relating to any Licensed Technology to any Third Party solely as provided in this Section 7.3 (Sublicenses). Licensee may enter into Sublicense Agreements only with POZEN’s prior consent. In order for rights under the grants in Section 2.1 Licensed Technology to Third Parties pursuant be validly granted to a separate written agreementSublicensee, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each Sublicense Agreement with such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement Sublicensee must be fully consistent with the following terms and conditions of this Agreement, including Articles 3.10and will include provisions for the benefit of POZEN corresponding to Section 11 (Confidentiality), 514 (Limitation of Liability), 68.2 -18- (Payments and Sales Reporting), 10, 11, 13 and 8.3 (Records; Audit). Except as set forth in that certain side letter agreement between POZEN and AstraZeneca AB dated September 16, 2013, (a) Licensee will use Diligent Efforts to (i) procure the performance by any Sublicensee of the terms of each such Sublicense Agreement, and provide (ii) ensure that any Sublicensee will indemnify NovaDel comply with the applicable terms and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination conditions of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, and (b) Licensee hereby guarantees the performance of its Affiliates and Sublicensees that are sublicensed as permitted herein, and the grant of any such Sublicensee shall perform all sublicense will not relieve Licensee of its obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect except to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement extent they are satisfactorily performed by such Affiliate or Sublicensee. The failure Notwithstanding the foregoing, Licensee will have the right to sell POZEN Products through any distributors or sub-distributors of Licensee its choice, without the need to include obtain prior consent from POZEN, in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidcarrying out its Commercialization activities under this Agreement.

Sublicenses. 3.1. Upon receipt of Dartmouth's prior written consent, Licensee or Affiliate of Licensee shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant grant, to a separate written agreementthird party, subject a Sublicense in the Field and in the Licensed Territory during the Term, but only to the following requirements extent that and conditionsduring the period of time that the License is exclusive; provided that Licensee or Affiliate of Licensee shall: 2.4.1 Licensee must obtain NovaDel's (a) not receive or agree to receive anything of value in lieu of cash as consideration under such Sublicense without the prior written consent of Dartmouth; (b) ensure that the protections and benefits provided to Dartmouth hereunder are not diminished under the Sublicense; DARTMOUTH CONFIDENTIAL (c) prohibit any further sublicenses by the Sublicensee; (d) obligate each Sublicensee to carry insurance and indemnify Dartmouth to the same extent as Licensee's obligations under this Agreement; (e) make no warranties or representations on behalf of Dartmouth nor agree to any liability on behalf of Dartmouth; (f) include in respect the Sublicense that, upon the expiration or termination of each such sublicensethis Agreement for any reason, such consent not Dartmouth, at its sole discretion, may take any of the following actions: terminate the Sublicense, accept assignment of the Sublicense from Licensee, or reissue the license directly to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the Sublicensee from Dartmouth on reasonable terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and to be negotiated in good faith; and (g) provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel Dartmouth with a full true and complete copy of each sublicense agreement granted hereunder (and all amendments thereof) promptly after execution; provided that such agreements and amendments may be redacted to remove sensitive information of Sublicensee so long as the redacted copy contains sufficient detail for Dartmouth to ensure that the Sublicense does not materially diminish the protections and benefits afforded to Dartmouth under this Agreement, and includes the above-listed requirements. 3.2. Licensee shall remain responsible for the performance of all Sublicensees under any such Sublicense as if such performance were carried out by Licensee itself, including, without limitation, the payment of all royalties and other payments provided for hereunder, regardless of whether the terms of any Sublicense provide for such amounts to be paid by the Sublicensee to Licensee, Affiliate of Licensee, or directly to Dartmouth. 3.3. Licensee agrees that it has sole responsibility to promptly: (a) notify Dartmouth in writing of termination of any Sublicense; and (b) summarize and deliver copies of all reports (including relating provided to royalties and other payments) received Licensee by Licensee from such Sublicensees, as redacted for any sensitive information of the Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee has the right hereunder to grant sublicenses to third parties, provided that sublicensees shall not have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 daysfurther sublicenses, and any sublicense agreement must the sublicenses may be fully consistent with of no greater scope or terms than the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five licenses under SECTIONS 2.1-2.3 above. Licensee shall furnish Licensor within thirty (530) days after of the execution or receipt thereof, as applicable, Licensee shall provide NovaDel with thereof a full true and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense changes or additions thereto. Any sublicenses granted by Licensee pursuant shall survive termination of the licenses granted to Licensee under SECTIONS 2.1-2.3 of this Section 2.4 with respect to a SublicenseeAgreement, provided that the following conditions are met as of the date of such termination: (a) the written agreement between Licensee and sublicensee pursuant to which the sublicense was granted (i) obligates the sublicensee to thereafter render to Licensor all sublicense royalties or other sublicense-related consideration that the sublicensee would have owed to Licensee under the sublicense, (ii) names Licensor as a third party beneficiary, (iii) affirms that Licensee shall remain responsible for all obligations to sublicensee, unless Licensor (at its discretion) elects to assume such Sublicensee obligations; and (iv) the sublicensee under the sublicense agreement is not in breach directly or indirectly an Affiliate of any provision the Licensee at the time of the termination of this Agreement or for a period of three (3) years after the applicable termination of this Agreement, and if the sublicensee is or becomes an Affiliate of Licensee during such time, then the Licensor will have the right in its sole discretion to terminate the sublicense agreement, ; and (b) such Sublicensee shall perform all Licensee informs the sublicensee in writing (with a copy to Licensor) that the sublicensee's obligations pursuant to subsection (a) are in effect as a result of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidtermination.

Sublicenses. Licensee shall have LICENSEE has the right during the Term to grant sublicenses under to Sublicensees within the grants in scope of the license grant of Section 2.1 to Third Parties pursuant to a separate written agreement2.1. and consistent with the terms of this Agreement, subject to on the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent condition that: (a) LICENSEE shall cause compliance by the Sublicensees with the terms and conditions of this AgreementAgreement to the same extent as LICENSEE itself, including Articles 3.10, 5, 6, 10, 11, 13 and 16(b) any act or omission of the Sublicensees shall constitute an act or omission of LICENSEE, and provide (c) the Sublicensees shall agree in writing that Sublicensee will indemnify NovaDel and its Affiliates they are subject to the terms and conditions of this Agreement and that LICENSOR shall have a right of action against the Sublicensees to the same extent provided as LICENSEE itself if any breach by a Sublicensee is not remedied by LICENSEE within […***…] after notice from LICENSOR. Any sublicense must be in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee writing and LICENSEE shall provide NovaDel LICENSOR with a full and complete copy of each sublicense agreement granted hereunder and promptly following its execution. Sublicensees shall deliver copies be precluded from granting any further sublicense except as necessary to engage Distributor(s) for the sale of all reports (including relating Licensed Products. Any sublicense shall be assignable to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or LICENSOR upon the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect (if such termination shall not have been made by LICENSEE pursuant to LicenseeSection 11.2.6.), (d) Licensee subject to the conditions that LICENSOR have sole discretion to determine whether or not it desires to become a party to any such sublicense, LICENSOR shall include in not assume any obligations accruing prior to actual assignment to LICENSOR, LICENSEE shall remain solely liable to LICENSOR for any obligations accruing prior to assignment of the sublicense, and the assignment of any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect LICENSOR shall be without prejudice to any Sublicensee for breaches rights or obligations that have arisen or accrued prior to the effective date of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidassignment.

Sublicenses. Licensee shall have the unconditional right to grant sublicenses sublicense any right granted to Licensee under the grants in Section 2.1 to Third Parties pursuant to a separate written agreementthis Agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of 2.3.1 In each such sublicense, such consent not the Sublicensee will be permitted to be unreasonably withheld but in no case will exceed 30 daysgrant further sublicenses, and so forth for further sub-tier sublicenses, but only on the condition that any such sublicense agreement must will be fully consistent with subject to the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates the license granted to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, including payments to Licensor of royalties and other fees set forth in Section 6 based upon consideration paid by any further Sublicensee for any such further sublicense. 2.3.2 Licensee will forward to Licensor, within thirty (c30) NovaDel days following its execution, a fully executed, complete and accurate copy of each sublicense granted under this Agreement. Licensor’s receipt of such sublicense will not constitute a waiver of any of Licensor’s rights or Licensee’s obligations ** Echo Therapeutics, Inc. has requested confidential treatment of this competitive and financial information, the disclosure of which could result in competitive harm. under this Agreement. Each such sublicense agreement shall have all rights with respect be treated as the Confidential Information of Licensee. 2.3.3 Each sublicense will contain a right of termination by Licensee in the event of a Sublicensee Breach. In the event of a Sublicensee Breach, and if after a reasonable opportunity to cure as provided in any such Sublicensee’s sublicense, such Sublicensee fails to cure such Sublicensee Breach, then Licensee will terminate the sublicense unless Licensor agrees in writing that such sublicense need not be terminated. Such Sublicensee Breach and all Sublicensees as it had termination of a Sublicensee’s sublicense will not affect the term of Licensee’s license hereunder with respect to Licensee prior to or the sublicense of any non-breaching Sublicensee. 2.3.4 Upon termination of this Agreement with respect for any reason, all sublicenses will be assigned to LicenseeLicensor, (d) and Licensor will have no greater duties or lesser rights under such sublicenses than Licensor has under the Agreement. Licensee shall include in have the sole discretion to determine the financial and other terms on which any sublicenses shall be granted under this Agreement; however, no such sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to agreement shall alter any Sublicensee for breaches of this Agreement obligation owed by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLicensor under this Agreement.

Sublicenses. 3.1 Licensee shall have the right to and its Affiliates may grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, through multiple tiers (and may amend such sublicenses) provided that each such sublicense is consistent with and subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, . Licensee shall provide NovaDel MSK with a full and complete copy of each such sublicense agreement granted hereunder (or amendment) and shall deliver copies of all reports any associated agreements between it (including relating to royalties or its Affiliate) and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a the Sublicensee, or between an existing Sublicensee and its subsequent Sublicensee, provided that (a) such Sublicensee is agreement or amendment may be redacted to remove confidential information that does not in breach relate to Licensed Product or Licensed Rights. Licensee shall also promptly provide MSK with full executed copies of any provision such agreements. All such documents shall be deemed Confidential Information of this Agreement or the applicable sublicense agreement, (b) such Sublicensee Licensee. 3.2 Licensee shall perform remain responsible for performance of all its obligations of Licensee under this Agreement, (c) NovaDel notwithstanding the grant of any sublicense. It is agreed that such obligations may be satisfied by the performance by one or more Sublicensees. Any sublicense shall have all rights by its terms require that the Sublicensee comply with the provisions of this Agreement that by their terms are required to be performed by a Sublicensee, including the restrictions, limitations, and obligations of Articles 11, 13, and 14 and Sections 6.1 and 7.6, and shall provide that MSK is a third-party [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. beneficiary with respect to any such Articles and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Sections. Any breach by a Sublicensee shall be considered a breach by Licensee, (d) Licensee provided that MSK shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and not have the rights of NovaDel right to terminate this Agreement pursuant to Section 17.4 for an uncured breach by Sublicensee if (i) such breach was not made at the direction of, or with the approval of, Licensee, (ii) [ * ] , and (iii) Licensee promptly terminates the sublicense after the end of the applicable cure period. 3.3 Licensee shall promptly provide MSK with a copy of any notice of breach, termination, or the like sent to or received from a Sublicensee, with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a the applicable sublicense the provisions referenced in clause (d) shall render the affected sublicense voidagreement hereunder.

Sublicenses. Licensee 6.1 The Company shall have the right only be entitled to grant sublicenses under a Sublicense after obtaining Licensors’ written approval regarding the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to identity of the following requirements Sublicensee and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the all material terms and conditions of the Sublicense, which approval shall not be unreasonably withheld or delayed. 6.2 Upon submission of its request to obtain the written consent of Licensors to a Sublicense, the Company shall fully disclose and submit to Licensors all documentation relating to the Sublicense, adequately disclose to Licensors any other business connection which it now has or is in the process of forming with the Sublicensee which may reasonably effect the decision of the Company regarding terms and conditions of the Sublicense; and shall notify Licensors in writing, whether a proposed Sublicensee is an Affiliate or is otherwise related to the Company. In addition, the Company shall provide Licensors with an executed copy of the Sublicense within ten (10) days of its execution. Any material amendments to a Sublicense shall be subject to Licensors’ prior written approval and shall be subject to the Company providing Licensors with an executed copy of such amendment to the Sublicense within ten (10) days of the execution of such amendment. 6.3 If the Company is unable or unwilling to serve or develop a potential market or market territory (unless the Company intends to develop the market or territory at a later point in time) for which there is another reputable and financially sound party willing to be a Sublicensee, the Company shall, at Licensors’ request, negotiate in good faith a Sublicense with such party; provided that the terms of such Sublicense (subject to good faith negotiations) shall be in the discretion of the Company. 6.4 Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License. 6.5 The Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach resulting in termination of the Sublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee, including Articles 3.10the termination of the Sublicense. In all cases, 5the Company shall immediately notify Licensors of any breach of the material terms of a Sublicense and shall copy Licensors on all correspondence with regard to such breach. Furthermore, 6in the context of any Sublicense, 10the Company will obtain an agreement from the relevant Sublicensee (i) that such Sublicensee may only use the Licensed Technology and any related information received from the Company in connection with the further development or commercialization of a Product pursuant to the terms of the Sublicense agreement and will keep same confidential; and (ii) naming Licensors as a third party beneficiary with the right to directly enforce the use and confidentiality provisions described in Subsection (i) above and the reporting provisions set out in Sections 6.6 and 8.2 below. 6.6 Without derogating from the generality of Section 6.5 above, 11the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon request, 13 the Company shall provide such reports to Licensors. 6.7 Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and 16which would have constituted a breach of this, Agreement by the Company had it been an act or omission of the Company, and provide that Sublicensee will indemnify NovaDel and its Affiliates which the breach has not made best efforts to promptly cure, including termination of the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereofSublicense, as applicable, Licensee shall provide NovaDel with constitute a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination breach of this Agreement by NovaDel pursuant the Company. 6.8 For the avoidance of any doubt it is hereby declared that under no circumstances whatsoever shall a Sublicensee be entitled to Section 8.3 with assign such Sublicense or further Sublicense the License or any part thereof. 6.9 The Company shall not be entitled to grant any rights whatsoever in respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement the Licensed Technology or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect Product to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licenseethird party, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the including rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches distribution/distributorship, except by means of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidSublicense.

Sublicenses. Beginning after the * * * * of the Effective Date, Licensee may sublicense its rights under Section 2.01 to one or more Third Parties, to the extent necessary or useful to enable such Third Parties to research, develop, make, have made, use, import, offer for sale or sell Licensed Compound(s) * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. or Licensed Product(s) in the Field in the Territory, and subject to the conditions of this Section 2.04. Any such sublicenses granted hereunder shall survive termination of this Agreement as further described in this Section 2.04. (a) Licensee shall have remain responsible for its sublicensees' performance under this Agreement. (b) Licensee shall provide, in the right to grant sublicenses under the grants in Section 2.1 to Third Parties Development Report required pursuant to Section 3.03, a separate list of any sublicensees granted a sublicense during the preceding twelve (12) months. At Lilly's request, Licensee shall provide to Lilly a copy of any sublicense agreement. (c) Each and every sublicense granted by Licensee to a sublicensee must be in a written agreement, subject to in English, executed by the following requirements sublicensee and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect giving its place of business. In addition, each and every such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with those terms of this Agreement which are applicable to that portion of the Field and/or Territory to which the sublicensee has been granted rights, including, without limitation, must require the sublicensee to abide by confidentiality and non-use obligations at least as stringent as those contained in Article IX of this Agreement. (d) In the event that that this Agreement is terminated in its entirety by Licensee pursuant to Section 12.02 or Lilly for any reason as permitted under the Agreement, each sublicense granted by Licensee will survive such termination (as a direct license from Lilly) on the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 Agreement (but with the scope and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy limitations of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder such as territory, field and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidother limitations).

Sublicenses. Licensee shall have the right (a) Subject to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions contained herein, Licensee may grant a sublicense of this Agreementits rights hereunder to any Affiliate (defined as any entity that, including Articles 3.10at the time of determination, 5directly or indirectly, 6through one or more intermediaries, 10controls, 11is controlled by, 13 or is under common control with, Licensee, whether by contract, possession (directly or indirectly) of power to direct or cause the direction of the management or policies of such entity or the ownership (directly or indirectly) of securities or other interests in such entity) (each permitted sublicensee, a “Sublicensee”) as follows: (i) Licensee may grant a sublicense to each Sublicensee to use the Licensed Marks in connection with such Sublicensee’s healthcare information technology products and 16services in the Territory; (ii) Licensee may grant to each Sublicensee a sublicense to use the Licensed Name solely in the form(s) set forth on Schedule C as Schedule C may be amended from time to time by mutual agreement of Licensor and Licensee and solely in connection with the operation of such Sublicensee’s healthcare information technology products and services business in the Territory (each, and provide that a “Sublicensee will indemnify NovaDel and Business”); (iii) Licensee may grant to each Sublicensee a sublicense to use the Licensed Domain Names in connection with its Affiliates to Sublicensee Business in the extent provided in Article 10Territory. 2.4.2 Within five (5iv) days after execution or receipt thereof, as applicable, Licensee The grant of any sublicense hereunder shall provide NovaDel with be conditioned on such Sublicensee having first executed a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees.the Sublicensee Acknowledgement set forth as Exhibit A. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) Any such Sublicensee sublicense shall perform be made on, and subject to, all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any applicable terms and all Sublicensees as it had hereunder with respect to Licensee prior to termination conditions of this Agreement with respect to Licenseethe Licensed Property, including but not limited to the following: (i) Any such sublicense shall contain a provision that the sublicense will, at Licensor’s choice, either (A) be deemed automatically assigned by Licensee to Licensor or (B) terminate automatically upon any termination of this Agreement. (ii) Licensee shall (A) notify Licensor promptly in writing upon becoming aware that any Sublicensee’s use of the Licensed Property deviates from the Quality Standards in any material respect, and (B) promptly undertake commercially reasonable efforts to cause such defective or nonconforming use to be cured or, if not curable, discontinued. (iii) Licensor shall be a third-party beneficiary of such sublicense. (iv) Licensor shall have the right to enforce the terms and conditions of, and terminate, such sublicense, whether as a party thereto or as a third-party beneficiary. (c) In addition to the right to grant sublicenses pursuant to this Section 1.6, Licensee and each Sublicensee shall be permitted to allow any reseller or distributor of the Products and Services to use the Licensed Marks and Licensed Domain Names solely to the extent necessary to perform its obligations under the relevant agreement with Licensee or such Sublicensee. Each such agreement shall contain restrictions on the use of the Licensed Marks and Licensed Domain Names consistent with the restrictions contained herein, including but not limited to those in Section 1.6(b) (other than (b)(i) and (b)(iv)). A copy of each such agreement shall be provided to Licensor for review and approval prior to execution. (d) Notwithstanding the grant of any sublicense hereunder, Licensee shall include in remain liable for any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder breach or default of the applicable terms and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches conditions of this Agreement by any of its Sublicensees, resellers or distributors with respect to the Licensed Property. (e) No such Sublicensee. The failure , reseller or distributor shall be permitted to sublicense to any other person or entity the rights granted to it with respect to the Licensed Property. (f) A copy of Licensee each sublicense shall be provided to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidLicensor for review and approval prior to execution.

Sublicenses. Licensee 2.4.1 Enzon shall have the right to grant sublicenses under sublicense all the grants rights granted in Section 2.1 to its Affiliates. Enzon hereby unconditionally guarantees the performance of any such Affiliates hereunder as if they were signatories to this Agreement to the extent the performance or lack of performance is a breach of this Agreement. A breach by any such Affiliate of any such obligation shall constitute a breach by Enzon of this Agreement and shall entitle Inex to exercise its rights hereunder, in addition to any other rights and remedies to which Inex may be entitled. 2.4.2 Enzon shall also have the right to sublicense all the rights granted in Section 2.1 to Third Parties pursuant to a separate written agreementParties, subject to the following requirements and conditionsfollowing: 2.4.1 Licensee must obtain NovaDel's (a) Prior to the execution of any sublicense, Enzon shall provide Inex with at least the following information with respect to each potential Sublicensee: (i) the identity of the Sublicensee; (ii) the territory in which the Product will be sold; and (iii) a copy of the draft sublicense. (b) Each sublicense shall contain covenants by the Sublicensee for the benefit of Inex to observe and perform similar terms and conditions to those in this Agreement. All sublicenses granted by Enzon shall be personal to the Sublicensee and shall not be further sublicensable or assignable without the prior written consent of Inex. Such sublicenses shall terminate upon the termination of Enzon's rights granted herein unless events of default are cured by Enzon or Sublicensee within sixty (60) days after notification by Inex of default and/or as provided by the terms of this Agreement. (c) Enzon may grant such sublicenses only with the prior written consent of Inex, which shall not be unreasonably withheld. *** Indicates the omission of confidential material pursuant to a request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The Confidential material is being filed separately with the Secretary to the Securities and Exchange Commission. (d) Unless otherwise agreed in the Elan Consent, Enzon may grant such sublicenses only with the prior written consent of Elan, which consent may be withheld in Elan's absolute discretion. (e) Any Sublicensee which wishes to grant a further sublicense shall comply with the terms of this Section as if the further sublicense were a sublicense hereunder, including providing to Enzon and Inex the information described in this Section with respect to each potential sub-sublicensee, and obtaining the consent referred to in this Section, prior to the execution of any such sub-sublicense. (f) In the event that Enzon becomes aware of a material breach of any such sublicense by the Sublicensee, Enzon shall promptly notify Inex of the particulars of same and take all reasonable steps to enforce the terms of such sublicense. Enzon shall remain responsible to Inex for the compliance of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent Sublicensee with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties financial and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee due under this Agreement. Upon the request of Inex, (c) NovaDel Enzon shall have all rights with respect to act reasonably in considering any and all Sublicensees as it had hereunder with respect to Licensee prior to termination request of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel Inex for Enzon to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsublicense.

Sublicenses. Licensee shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's ’s prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 thirty (30) days. Except to the extent the Parties otherwise agree pursuant to the terms of a particular sublicense granted under this Section 2.4, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, and (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee such sublicense agreement for breaches a breach of this Agreement such sublicense agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee shall have the right Subject to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement and Licensee’s and Third Party’s compliance therewith, Licensee has the right to grant written Sublicenses (in whole or in part and through one or more tiers of Sublicensees) consistent in all respects with this Agreement, which Sublicenses shall include, without limitation, a provision binding Sublicensees to all terms hereof intended for the protection or benefit of Deverra and/or FHCRC. If an Affiliate desires to practice any of the rights licensed hereunder or if Licensee permits the making, offering for sale, using, selling or importing of Licensed Product by any Third Party, including Articles 3.10an Affiliate, 5, 6, 10, 11, 13 then Licensee shall execute a Sublicense agreement with such Third Party. Licensee agrees to deliver to Deverra for informational purposes (and 16, under an obligation of confidentiality) a true and provide that correct copy of each Sublicense agreement by Licensee or any Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five any modification or termination thereof within thirty (530) days after execution execution, modification or receipt thereoftermination; provided, however, that Licensee may redact from such copy economic terms that are confidential and are not related to compliance with this Agreement as applicablelong as Licensee provides Deverra with all terms Deverra would reasonably deem necessary to insure that Licensee is meeting its obligations (including without limitation payment obligations) to Deverra under this Agreement and to insure that Deverra can meet its obligations to FHCRC under the FHCRC License Agreement. Licensee shall have the same responsibility for the activities of any Sublicensee as if the activities were directly those of Licensee. In addition, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of will remain liable to Deverra for all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had payments due hereunder with respect to Licensee prior to termination the activities of its Sublicensees (including Affiliates). If a Sublicensee breaches the terms of this Agreement with respect to LicenseeAGREEMENT, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel promptly have such breach cured or terminate the Sublicensee’s rights hereunder and under the rights of NovaDel to terminate this Agreement with respect to any sublicense (but in no event later than thirty (30) days), and such Sublicensee for breaches of this Agreement by such Sublicenseeshall not be granted another Sublicense hereunder without Xxxxxxx’s prior written consent. The failure of In each Sublicense agreement, Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidname Xxxxxxx as an intended third-party beneficiary.

Sublicenses. Licensee 6.1. The Company shall have the right be entitled to grant sublicenses under the grants one or more Sublicenses in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent accordance with the applicable terms and conditions of this Agreement, including Articles 3.10, 5, the terms and conditions of this section 6, only after obtaining Yissum’s written approval regarding the identity of the Sublicensee and the material terms of the Sublicense, such approval not to be unreasonably denied or withheld. In the event that a sublicense is a Pharmaceutical Sublicensee (as defined in Section 6.3), the prior written approval of Yissum shall not be required, provided however Yissum shall be notified in advance and in writing of the material terms of the Sublicense and any amendment thereof. 6.2. The Company shall provide Yissum with an executed copy of any Sublicense within ten (10) days of its execution. Any material amendments to a Sublicense other than a Sublicense with a Pharmaceutical Sublicensee, 11shall be subject to Yissum’s prior written approval which shall not be unreasonably denied or withheld. The Company shall provide Yissum with an executed copy of such amendment to the Sublicense within ten (10) days of the execution of such amendment. 6.3. Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License, 13 and 16provided, and provide however, that, for each Sublicense granted to a Pharmaceutical Sublicensee, upon termination of the License with the Company, if the Pharmaceutical Sublicensee is not then in breach of its Sublicense agreement with the Company such that the Company would have the right to terminate such Sublicense, Yissum shall be obligated, at the request of such Pharmaceutical Sublicensee, to enter into a new license agreement with any Pharmaceutical Sublicensee will indemnify NovaDel and its Affiliates on substantially the same terms as those contained in the respective Sublicense agreement, provided that such terms shall be amended, if necessary, to the extent provided required to ensure that such agreement does not impose any obligations or liabilities (i) on the Company (without derogating from any liability due to the Company’s breach or such other liabilities that survive the termination of the Agreement), or (ii) on Yissum which are not included in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, applied mutatis mutandis. “Pharmaceutical Sublicensee” shall mean a Sublicensee that is a company in the pharmaceutical industry with annual sales of at least $500,000,000 (c) NovaDel shall have all rights with respect to any Five Hundred and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidThousand Million US Dollars).

Sublicenses. Licensee shall have has the right to grant sublicenses Sublicense Agreements under the grants in Section 2.1 to Third Parties pursuant to a separate written agreementLicensed Subject Matter consistent with the terms of this Agreement, as part of good faith, arms-length transactions, subject to the following requirements and conditionsfollowing: 2.4.1 (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must obtain NovaDel's prior written consent agree in respect writing to be bound by terms and conditions consistent with this Agreement and shall agree that Board and MD Xxxxxxxx are third party beneficiaries of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 3.4. Licensee may grant a Sublicensee the right to grant further sub-Sublicense Agreements (i.e., multiple tiers) consistent with this Agreement, in which case such sub-Sublicense Agreements shall be treated as “Sublicense Agreements” and such sub-Sublicensees shall be treated as “Sublicensees” for purposes of this Agreement. (b) Licensee shall deliver to MD Xxxxxxxx a complete and accurate copy of each such sublicenseSublicense Agreement granted by Licensee, such consent not to be unreasonably withheld but in no case will exceed 30 daysor Sublicensee, and any sublicense agreement must modification or termination thereof, within thirty (30) Business Days following the applicable execution, modification, or termination of such Sublicense Agreement. If the Sublicense Agreement is not in English, Licensee shall provide MD Xxxxxxxx an accurate English translation in addition to a copy of the original agreement. Licensee may redact confidential, non-financial information from the copy of a Sublicense Agreement delivered to MD Xxxxxxxx. Licensee shall not redact financial information from such Sublicense Agreement delivered to MD Xxxxxxxx. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Board and MD Xxxxxxxx for all of the Licensee’s duties and obligations contained in this Agreement, including without limitation the payment of Royalties due under Section 4.1(c), whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be fully consistent with a breach of this Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Board and/or MD Xxxxxxxx or any other terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide the Sublicense Agreement that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with would constitute a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination breach of this Agreement if such acts were performed by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee 6.1 LICENSEE shall have the right obtain prior written approval from LICENSOR, which approval shall not be unreasonably withheld, and shall include LICENSOR as a signatory party to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written any sublicensing agreement, prior to entering into any sublicensing agreement. LICENSEE shall give LICENSOR prompt notification of the identity and address of each sublicensee with whom it concludes a sublicense agreement and shall supply LICENSOR with a copy of each such sublicense agreement. LICENSEE shall be responsible for its sublicensees and shall not grant any rights that are inconsistent with the rights or obligations of LICENSEE hereunder. No such sublicense agreement shall contain any provision that would cause it to extend beyond the term of this License Agreement. 6.2 All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide . LICENSEE shall remain responsible to pay LICENSOR its licensing royalty in accordance with the royalty payment schedule set forth in Section 4. Any act or omission of a sublicensee that Sublicensee will indemnify NovaDel and its Affiliates would be a breach of this License Agreement if performed by LICENSEE shall be deemed to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with be a full and complete copy breach by LICENSEE of each this Agreement. Each sublicense agreement granted hereunder and by LICENSEE shall deliver copies include an audit right by LICENSOR of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to the same scope as provided in Section 8.3 5 hereof with respect to Licensee shall not terminate any LICENSEE. 6.3 For each sublicense granted by Licensee pursuant to this Section 2.4 with respect sublicensees, LICENSEE agrees to pay LICENSOR a Sublicensee, provided that sublicense fee equal to ten percent (a10%) such Sublicensee is not in breach of any provision license fee and other payments or fees received from the sublicensee. Sublicense fees owed LICENSOR shall be due and payable to LICENSEE within ten (10) days of this Agreement or receipt of payment from the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidsub licensee.

Sublicenses. Licensee (i) Oncoheroes shall have the a right to grant sublicenses under the grants in Section 2.1 Licensed Technology to its Affiliates (but only for so long as Affiliate remains an Affiliate of Oncoheroes). Additionally, Oncoheroes shall have a right to grant sublicenses under the Licensed Technology to Third Parties upon completion of the first Phase 2 Clinical Trial of a Product, provided that, the right to grant sublicenses to Third Parties shall only apply when and if Allarity does not exercise its Buy Back Option pursuant to Section 2.2. (ii) Each agreement in which Oncoheroes grants a separate written agreement, subject to sublicense under the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to Licensed Technology shall be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates Agreement applicable to the extent provided in Article 10scope of the sublicense granted to a Sublicensee and Oncoheroes shall ensure that its Sublicensees comply with the applicable terms and conditions of this Agreement. 2.4.2 Within five (5iii) days after Notwithstanding any such sublicense, Oncoheroes shall remain solely liable for the performance of its obligations hereunder, regardless of whether such obligation is delegated, subcontracted, or sublicensed to any of its Affiliates, Subcontractors or Sublicensees. (iv) Oncoheroes shall provide Allarity with (w) a then-current copy of the proposed term sheet with a Sublicensee at least ten (10) Business Days prior to the expected execution or receipt thereoffinalization of such term sheet, as applicable, Licensee shall provide NovaDel (x) a then-current copy of each proposed sublicense agreement with a full Sublicensee at least ten (10) Business Days prior to the expected execution of such sublicense agreement and (y) a true and complete copy of each sublicense agreement granted hereunder and shall deliver copies with a Sublicensee within thirty (30) days after the execution of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination sublicense agreement; provided, that, in each case of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect a Sublicense to a SublicenseeThird Party, provided that (a) such Sublicensee is not in breach Oncoheroes may redact certain terms of any provision of this Agreement such sublicense agreement if such terms are not (i) related to either Party’s rights or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, or (cii) NovaDel shall have all rights necessary for Allarity to verify Oncoheroes’ compliance with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidAgreement.

Sublicenses. Licensee IGEN shall have the right to grant sublicenses under to (i) any Affiliate of IGEN and (ii) other entities not being IGEN Affiliates (such other entities being the grants "Sublicensees") on condition that the sublicense is in Section 2.1 to Third Parties pursuant to a separate written agreement, subject writing and binds the IGEN Affiliate or Sublicensee to the following requirements conditions applicable to IGEN under this Agreement and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent to the conditions applicable for IGEN Affiliates and Sublicensees stated in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement. IGEN's Affiliates and Sublicensees shall have no right to sublicense to any third party. IGEN shall cause each Affiliate or Sublicensee to assign to IGEN any and all intellectual property rights to Roche Licensed Patent Rights, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Roche Licensed Technology or Hitachi Intellectual Property Rights which such Affiliate or Sublicensee will may develop or create. IGEN shall indemnify NovaDel ROCHE and its Affiliates (and their respective officers, directors, shareholders, representatives, employees, consultants and agents and each of the heirs, executors, successors and assigns of the foregoing) against any loss, cost, damage or liability (including reasonable attorneys' fees) arising from IGEN's failure to perform its obligations under the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee preceding sentence. IGEN shall provide NovaDel ROCHE with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had IGEN hereunder with respect to Licensee prior to termination Hitachi Intellectual Property Rights or PCR Technology within ten (10) days following execution of this Agreement such sublicenses. ROCHE may deliver copies of such sublicenses with respect to LicenseeHitachi Intellectual Property Rights or PCR Technology to ROCHE Licensors. IGEN shall ensure and be liable for full compliance therewith for its permitted sublicensees. On a semi-annual basis, (d) Licensee IGEN shall include in any sublicense provide to each of its Affiliates and Sublicensees, with a provision in which said Sublicensee acknowledges its contemporaneous copy to ROCHE, a written description of IGEN's obligations to NovaDel hereunder under this Agreement and the rights steps to be taken by IGEN and its Affiliates and Sublicensees to ensure compliance with those obligations. Contemporaneously with the delivery of NovaDel to terminate this Agreement such description, IGEN shall notify ROCHE in writing of all sublicenses with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidAffiliates or Sublicensees.

Sublicenses. Licensee shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's ’s prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 thirty (30) days. Except to the extent the Parties otherwise agree pursuant to the terms of a particular sublicense granted under this Section 2.4, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. ***Portion for which confidential treatment requested. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, and (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee such sublicense agreement for breaches a breach of this Agreement such sublicense agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee shall have the right to Endo may not grant sublicenses under the grants in licenses granted under Section 2.1 to Third Parties pursuant to a separate written agreement, subject to without the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicenseDurect, such consent not to be unreasonably withheld but in no case will exceed 30 daysor delayed. However, without the prior written consent of Durect: (a) Endo may grant sublicenses to make and have made the Product; (b) Endo may grant sublicenses or assign its rights to any of its Affiliates for so long as such entity remains an Affiliate of Endo; and (c) Endo may grant sublicenses to its subcontractors retained under Section 2.3 to the extent necessary for such subcontractors to perform their obligations; With respect to each sublicense agreement must granted hereunder: (i) such sublicense shall be fully consistent with subject to all the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, Agreement as applicable, Licensee ; (ii) Endo shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating be liable to royalties and other payments) received by Licensee from Durect as if Endo is exercising such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee sublicensed rights itself under this Agreement, (ciii) NovaDel the Sublicensee will not be permitted to grant further sublicenses, unless the Sublicensee is an Affiliate of Endo, in which case the Sublicensee may sublicense any portion of its rights to another Affiliate of Endo for so long as such entity remains an Affiliate of Endo and (iv) Endo shall have all rights provide upon written request by Durect reasonable assurance that its Sublicensees comply with confidentiality, indemnity, reporting, audit rights, access to data (Endo’s obligation with respect to any access to data including [***], and all Sublicensees information and inventions assignment obligations substantially the same as it had hereunder with respect to Licensee prior those set forth in this Agreement. Endo shall promptly provide notice to termination Durect of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations granted pursuant to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such SublicenseeSection 2.4. The failure of Licensee to include in Any person or entity that receives a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidas permitted hereunder is a “Sublicensee.”

Sublicenses. Licensee Eiger shall have the right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject Sublicenses with respect to the following requirements rights licensed to Eiger under Section 2.1: [ * ], provided that, in each case (x) and conditions(y), such Sublicenses are granted solely in accordance with this Section 2.2: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each 2.2.1 Eiger shall have the right to enter into a Sublicense Agreement [ * ], provided that: (a) such sublicense, such consent not Sublicense Agreement shall refer to this Agreement and shall be unreasonably withheld but in no case will exceed 30 days, subordinate to and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10and, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and shall not limit Eiger’s ability to fully perform all of its Affiliates obligations under this Agreement (except to the extent provided assumed by Sublicensee but as to which Eiger remains responsible to BMS for the performance thereof by the Sublicensee) or BMS’ rights under this Agreement; (b) in Article 10. 2.4.2 Within five (5) days after execution or receipt thereofsuch Sublicense Agreement, as applicable, Licensee the Sublicensee shall provide NovaDel with a full agree in writing to fully perform the terms and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination conditions of this Agreement applicable to the Sublicensee; (c) promptly after the execution of such Sublicense Agreement, Eiger shall provide a copy of such Sublicense Agreement to BMS, which copy may be redacted to remove confidential terms that are not necessary for BMS to confirm the Sublicense Agreement’s compliance with, or calculations of Sublicense Revenues under, the terms and conditions of this Agreement; (d) Eiger shall remain primarily responsible and liable for performance of all of its obligations under this Agreement (even where sublicensed or assumed by NovaDel pursuant a Sublicensee) and for compliance by its Sublicensees with applicable terms of this Agreement, including all payments due (including, without limitation, its payment obligations under Sections 11.1 and Articles 8 and 10 hereof) and the making of reports under this Agreement on account of its Sublicensees’ activities under the Sublicense Agreement, and shall use Commercially Reasonable Efforts to monitor such Sublicensee’s compliance with and to enforce the terms of such Sublicense Agreement; (e) the Sublicensee shall assume and agree in writing to be bound by and comply with the applicable terms and conditions of this Agreement in the same manner as Eiger, including, without limiting the generality of the foregoing, the Sublicensee shall [ * ]; (f) such Sublicensees shall [ * ], except with prior written consent of Eiger and BMS in each of their sole discretion and in any event in accordance with and subject to all of the terms and conditions of this Section 8.3 2.2 and all of the other terms and conditions of this Agreement; (g) any Sublicense rights granted by Eiger in a Sublicense Agreement (to the extent such Sublicense rights are granted to Eiger in this Agreement) shall terminate effective upon the termination under Article 13 of the license from BMS to Eiger with respect to Licensee such sublicensed rights, provided that such Sublicense rights shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicenseeif, provided that (a) as of the effective date of such termination under Article 13, the Sublicensee is not in material breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all its obligations of Licensee to Eiger under this its Sublicense Agreement, the Sublicensee was previously granted an exclusive Sublicense to Develop and Commercialize the Licensed Products or Licensed Compounds, and, within sixty (c60) NovaDel shall have all rights with respect days of such termination, the Sublicensee agrees in writing to any and all Sublicensees as it had hereunder with respect be bound directly to Licensee prior BMS under a license agreement substantially similar to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights and obligations Sublicensed by Eiger to the Sublicensee under the Sublicense Agreement, substituting such Sublicensee (a “Surviving Sublicensee”) for Eiger, and provided further that (A) such license agreement shall [ * ]; (B) the scope of NovaDel the rights granted to terminate and obligations assumed by the Surviving Sublicensee under such license agreement (with respect to licensed activities, Licensed Products and territory) shall [ * ]; (C) Eiger shall no longer be obligated under this Agreement to pay amounts set forth in this Agreement, to the extent such amounts are payable based on the activities of such Surviving Sublicensee, its Affiliates and its sublicensees from and after the effective date of such termination; (D) such license agreement shall obligate the Surviving Sublicensee to [ * ] from and after the effective date of such termination, [ * ]; (E) the Sublicensee [ * ] as of the effective date of termination; and (F) except as expressly set forth in the license agreement or agreed by Eiger, such license agreement shall not [ * ]; (h) the provisions of this Section 2.2 shall also apply in the event of any subsequent amendment or modification of any such Sublicense Agreement; and (i) BMS shall be made an express third party beneficiary of the Sublicensee’s obligations under such Sublicense that relate to compliance with the applicable terms and conditions of this Agreement with respect the express right to any enforce same directly against the Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidor against Eiger as BMS may elect .

Sublicenses. Licensee shall have the right to ALIMERA may grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully sublicensees that are consistent with the terms and conditions of this Agreement, provided that ALIMERA shall remain responsible for the operations of its sublicensees that are relevant to this Agreement as if such operations were carried out by ALIMERA, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates but not limited to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies payment of all reports (including relating to fees and royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee due under this Agreement, whether or not such payments are made to ALIMERA by its sublicensees. Unless otherwise consented to in writing by EMORY (c) NovaDel shall have all rights with respect such consent not to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licenseebe unreasonably withheld or delayed), (d) Licensee [*]. ALIMERA shall include in any sublicense granted pursuant to this Agreement, (i) a provision in which said Sublicensee acknowledges its obligations requiring the sublicensee to NovaDel hereunder indemnify EMORY and maintain liability coverage substantially to the same extent that ALIMERA is so required pursuant to Articles 10.2 and 10.4 of this Agreement and (ii) the right for EMORY or ALIMERA to audit the sublicensee to the same extent that ALIMERA is so required pursuant to Article 4.4 of this Agreement. Notwithstanding the foregoing, [*]. ALIMERA shall provide EMORY with complete copies of all sublicense agreements within [*] after their execution date, provided that ALIMERA shall have the right, prior to disclosing to EMORY, to redact such copies to remove the confidential business information of the sublicensee to the extent that such information does not relate to the Licensed Patents and/or Licensed Technology, including the business plans and research plans of the sublicensee related solely to technology other than the Licensed Patents and/or Licensed Technology. For the avoidance of doubt, ALIMERA may not remove the economic terms of such sublicense agreements to the extent that such information relates to the Licensed Patents and/or Licensed Technology. EMORY shall treat all copies of sublicense agreements and other sublicensee (or potential sublicensee) information received from ALIMERA as Information pursuant to Article 11 below. Upon termination of this Agreement for any reason, any sublicensee shall have the right to seek a license from EMORY to the Licensed Patents and the rights of NovaDel to terminate this Agreement Licensed Technology, and EMORY * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidomitted portions.

Sublicenses. Licensee (a) Each sublicense granted hereunder shall have be consistent with and comply with all terms of this Agreement, shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement, shall prohibit any assignment by a Sublicensee without written consent from Hospital, shall provide for restriction on any further Subsequent Sublicenses subject to Section 2.2(b) below, and shall provide that Hospital is a third party beneficiary of all sublicenses and Subsequent Sublicenses. Any sublicense granted by Company shall be subject to the prior written approval of Hospital, which approval shall not be unreasonably withheld or delayed. Company shall remain joint and severably liable with its Sublicensees for performance and payment requirements of all sublicenses and Subsequent Sublicenses. Company shall provide to Hospital a fully signed non-redacted copy of all sublicense and Subsequent Sublicense agreements and amendments thereto, including all exhibits, attachments, and related documents, within thirty (30) days of execution of the same. Upon termination of this Agreement or any license granted hereunder for any reason, any sublicenses and Subsequent Sublicense shall be addressed in accordance with Section 10.7. Any sublicense which is not in accordance with the forgoing provisions shall be null and void. (b) For approved sublicenses, the right of such Sublicensees to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, Subsequent Sublicenses shall be subject to the following requirements restrictions and conditions: 2.4.1 Licensee must obtain NovaDel's (i) Sublicensees shall be prohibited from granting Subsequent Sublicenses without written consent by Company. (ii) In the event that a Sublicensee seeks consent for a Subsequent Sublicense that includes the right to transfer Product(s) in the United States, Japan, Germany, France, the United Kingdom or Canada, Company shall not consent to such Subsequent Sublicense without prior written consent in respect of each such sublicenseapproval from Hospital, such consent approval shall not to be unreasonably withheld but in no case will exceed 30 days, or delayed and any sublicense agreement must shall be fully for purposes of ensuring consistency with the terms of the Agreement. (iii) All Subsequent Sublicenses shall be consistent with the and comply with all terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10that such Subsequent Sublicenses shall incorporate terms and conditions sufficient to enable Company and Sublicensees to comply with the Agreement (iv) Subsequent Sublicenses shall prohibit any further sublicense without written consent from Hospital. 2.4.2 Within five (5v) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee Any Subsequent Sublicense which is not in breach of any provision of this Agreement or accordance with the applicable sublicense agreement, (b) such Sublicensee forgoing provisions shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any be null and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. (A) Subject to this Section 4, Licensor may license, and Licensee shall have may sublicense, other persons with respect to the right Licensed Trademarks. If either Licensor or Licensee intends to grant sublicenses under a license or sublicense, as the grants case may be, such party shall notify the other party to this Agreement in Section 2.1 to Third Parties pursuant to a separate written agreement, subject writing of its intent at least ninety (90) days prior to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDeleffectiveness of such other license or sublicense. In the event that Licensor or Licensee, as the case may be, determines that the grant of such other license or sublicense, as the case may be, would materially conflict with, impair, dilute or in any manner derogate the value of such party's prior written consent rights in respect of each the Licensed Trademarks, the Licensor or Licensee, as the case may be, shall promptly notify the other party in writing. Such notice shall stay the grant of such proposed other license or sublicense pending resolution of the objection in accordance herewith. Licensor and Licensee shall promptly consult regarding the objection. If the parties are unable to resolve the matter within 30 days, either party may submit the dispute to arbitration in accordance with Section 10 hereof. (B) Any other licensee or sublicensee shall comply with the terms of this Agreement applicable to the party granting such other license or sublicense, as the case may be, and prior to the effectiveness of such other license or sublicense, such consent not other licensee or such sublicensee, as the case may be, shall agree in writing to be unreasonably withheld but in no case will exceed 30 days, so bound and any sublicense agreement must be fully consistent to so comply with the terms and conditions of this Agreement, including Articles 3.10including, 5without limitation, 6the provisions of Sections 3(B), 10, 11, 13 5 and 16, 6 hereof. The Licensor and provide that Sublicensee will indemnify NovaDel and its Affiliates to Licensee shall each guaranty the extent provided in Article 10. 2.4.2 Within five (5) days after execution performance hereunder of any of their respective other licensees or receipt thereofsublicensees, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicenseesthe case may be. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. Licensee (a) JDI shall have the right to grant sublicenses on an exclusive or non-exclusive basis, as applicable, of its rights under this AGREEMENT to its controlled subsidiaries (only for so long as such subsidiaries remain controlled by JDI) and to other companies in which JDI has an equity interest which are approved by SCJ in writing and as set forth on Schedule 7(b) (such approval being granted only for so long as the grants shareholdings of such other companies remain the same as of the date of the approval). CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. (b) Schedule 7(b) lists all of JDI’s approved sublicensees (and the shareholdings of such sublicensees). JDI shall provide SCJ with a list of its current sublicensees (and the shareholdings of such sublicensees) on a regular basis and, in Section 2.1 any event, at least once per calendar year during the term of this AGREEMENT. (c) JDI shall authorize each sublicensee to Third Parties pursuant to a separate written agreementsell only in its licensed territory and shall prohibit sublicensees from soliciting sales outside its licensed territory, subject to applicable law. (d) JDI hereby guarantees the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect proper performance of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreementeach such sublicense by its sublicensees. (e) JDI shall give SCJ prompt written notice of the execution of any sublicense agreement and, including Articles 3.10at the same time, 5give SCJ a copy of the complete, 6signed agreement. JDI shall record such sublicenses at its own expense in those countries where doing so is necessary or desirable to protect the sublicensed trademark rights; provided, 10that in the event JDI does not do so, 11SCJ retains the right to record the sublicenses at JDI’s expense. (f) Promptly after the date hereof, 13 JDI and 16SCJ shall use their reasonable best efforts to negotiate in good faith the terms of the form of sublicense agreement relating to COMMERCIAL MARKS and LICENSED TECHNOLOGY, which form when agreed, shall be attached hereto as Schedule 7(f). In the event such sublicense agreement has to be modified to conform to any local law, JDI may submit to SCJ for approval a form of sublicense (on a country-by-country basis) that as closely as possible conforms to Schedule 7(f) while incorporating provisions relating to intellectual property licensed by JDI to such AFFILIATES and provide that Sublicensee will indemnify NovaDel and its Affiliates being consistent with local law along with an explanation as to why such changes are required by local law. To the extent permitted by local law, each such sublicense shall be retroactively effective as of the date of their creation. Any proposed modifications to the extent provided Schedule 7(f) form of sublicense agreement that apply to the COMMERCIAL MARKS or the LICENSED TECHNOLOGY must be approved in Article 10. 2.4.2 Within five advance by SCJ in writing. JDI may, however, enter into such amended sublicense after first submitting draft copies of such sublicense to SCJ; provided, however, that JDI shall not execute any such amended sublicense if within thirty (530) days of submission to SCJ it receives from SCJ a written good faith objection to such draft amended sublicense applicable to the COMMERCIAL MARKS or the LICENSED TECHNOLOGY. From and after execution or receipt thereofthe date hereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies for purposes of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination rights of this Agreement by NovaDel pursuant to Section 8.3 SCJ under or with respect to Licensee shall sublicense agreements that have not terminate yet been amended in accordance with the terms hereof, the parties agree that SCJ’s rights will be those it would have after such sublicense agreements are so amended, and SCJ agrees to waive and not to assert any sublicense granted by Licensee pursuant to this Section 2.4 other claim it might have under or with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable an amended sublicense agreement, . (bg) such Sublicensee shall perform all obligations The parties acknowledge that SCJ is a direct third party beneficiary of Licensee under this Agreement, (c) NovaDel shall have all rights JDI’s sublicenses with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder only the COMMERCIAL MARKS and the rights LICENSED TECHNOLOGY. Subject to the last sentence of NovaDel Section 7(f), SCJ shall have the right, independent of JDI, to terminate this Agreement with respect require performance by any sublicensee of the terms and conditions of the sublicense agreement and to any Sublicensee for breaches bring all causes of this Agreement action that result from breach of those terms and conditions by such Sublicenseethe sublicensee applicable to the COMMERCIAL MARKS or the LICENSED TECHNOLOGY. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidCONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

Sublicenses. Licensee Company shall have the no right to grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to license granted herein, unless such sublicense is granted as part of a separate written agreement, license along with other substantial technology or patent rights of Licensee. Any such sublicense will be subject to each of the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of (a) In each such sublicensesublicense agreement, such consent not Company will (i) prohibit the sublicensee from further sublicensing, except for a further sublicense limited to be unreasonably withheld but in no case will exceed 30 daysthe right to manufacture and distribute a Licensed Product developed by the sublicensee, and any sublicense agreement must be fully consistent (ii) require the sublicensee to comply with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 Agreement other than the payment and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10reporting obligations of Company. 2.4.2 (b) Within five thirty (530) days after execution or receipt thereofCompany enters into a sublicense agreement, as applicable, Licensee shall provide NovaDel with Company will deliver to Rockefeller a full complete and complete accurate copy of each the entire sublicense agreement granted hereunder written in the English language. Rockefeller's receipt of the sublicense agreement, however, will constitute neither an approval of the sublicense nor a waiver of any right of Rockefeller or obligation of Company under this Agreement. Portions of this Exhibit were omitted and shall deliver copies have been filed separately with the Secretary of all reports (including relating the Commission pursuant to royalties and other payments) received by Licensee from such Sublicenseesthe Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. 2.4.3 Termination (c) In the event that company causes or experiences a bankruptcy event, all payments due to Company from its Affiliates or sublicensees under the sublicense agreement will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Company. Upon receipt of any such funds, Rockefeller will remit to Company the amount by which such payments exceed the amounts owed by Company to Rockefeller. (d) Company's execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Rockefeller for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by NovaDel pursuant Company, and Company will be deemed to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not be in breach of any provision of this Agreement as a result of such act or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidomission.

Sublicenses. Licensee shall have (a) The licenses granted in Section 2.1 include the right to grant sublicenses under the grants in Section 2.1 (through multiple tiers) by IMI to its Affiliates and Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of (each such sublicensesublicensed Affiliate, a "Sublicensed Affiliate", each such consent not to be unreasonably withheld but in no case will exceed 30 daysThird Party sublicensee, a "Sublicensed Third Party", and any sublicense agreement must be fully consistent with together collectively the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such "Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee"), provided that (ai) any such sublicense agreement shall be subject to and subordinate to this Agreement, (ii) IMI shall remain responsible for the performance of its Sublicensees hereunder, and (iii) IMI shall have no right to sublicense unless and until the payments to Licensor set forth in Section 5.1 have been made in full. (b) IMI shall provide to each of Licensor and NS timely notification of each substantive negotiation to sublicense rights hereunder and shall thereafter keep each of Licensor and NS reasonably informed as to the substantive progress of such negotiations by providing each of Licensor and NS with significant drafts of term sheets, any final term sheets and drafts of any contracts or sublicense agreements prior to execution thereof so that each of Licensor and NS shall have any opportunity to review the same. All such information, drafts, term sheets, contracts and agreements, and the execution copies thereof referred to in Section 2.2(c), shall be treated as IMI's Confidential Information under the CDA. (c) IMI shall provide to each of Licensor and NS an unredacted execution copy of the sublicense agreement for its Sublicensees and any documents evidencing the consideration paid to IMI or its Affiliates within [**] business days of execution. (d) Each sublicense granted to any Sublicensee hereunder shall terminate immediately upon the termination of the licenses granted in Section 2.1, provided that any such sublicense shall not terminate, on a Sublicensee-by-Sublicensee basis, if, as of the effective date of termination of this Agreement pursuant to Section 9, (i) all outstanding amounts owed Licensor by IMI hereunder as of such date are paid in full within [**] days of such date (whether by IMI, its Affiliates or Sublicensees), (ii) a Sublicensee is not in breach material default of any provision of this Agreement or the applicable its obligations to IMI under its sublicense agreement, and (biii) within [**] days of such termination the Sublicensee shall perform all obligations of Licensee agrees in writing to be bound directly to Licensor under this Agreement, (c) NovaDel shall have all rights with respect a license agreement substantially similar to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel sublicensed to terminate this Agreement with respect to any such Sublicensee hereunder, substituting such Sublicensee for breaches of this Agreement by IMI. Licensor and such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) Sublicensee shall render the affected sublicense voidpromptly memorialize such direct license.

Sublicenses. Licensee shall may not sublicense its rights under this Agreement without Avanir’s prior written consent, which Avanir may grant or withhold in its sole discretion. For the sake of clarity, sublicenses do not include manufacturing of finished Product by a third party or subcontracts for commercializing the Product by Licensee. Upon the prior written consent of *** Certain confidential portions of this Exhibit were omitted by means of blackout of the text (the “Mxxx”). This Exhibit has been filed separately with the Secretary of the Commission without the Mxxx pursuant to the Company’s Application Requesting Confidential Treatment under Rule 24b-2 under the 1934 Act. CONFIDENTIAL Avanir, Licensee will only have the right to grant sublicenses within the Territory and Field under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with under the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 Agreement and 16, only for the expressly limited purpose of co-promotion and provide that Sublicensee will indemnify NovaDel co-marketing Products where and its Affiliates to when (i) Licensee is and remains the extent provided single registration holder for the Product; (ii) Licensee is and remains the single person responsible for the manufacture of Product and (iii) only the Trademark is used in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel connection with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of the Product. In all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that cases (a) such Sublicensee is sublicensees will be at least the equivalent of Licensee with respect to fitness to perform in accordance with the terms of this Agreement, (b) the prospective sublicensees may not distribute in the Territory a Competing Product; (c) such sublicensees will have entered into a Sublicense Agreement; and (d) Licensee agrees in writing with Avanir to remain obligated in all respects to comply with the provisions of this Agreement and to indemnify Avanir for any costs, expenses or damages that may result from sublicensee’s breach of any provision of the Sublicense Agreement. Upon request of Avanir, Licensee will make reasonable inquiries of any proposed sublicensee to determine whether such proposed sublicensee is developing, making, marketing or selling Competing Products. Except as specifically provided above, Licensee will have no rights to sublicense all or any part of the license granted to Licensee pursuant to this Agreement Agreement. Any transfer or extension of rights under the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee license granted under this Agreement, (c) NovaDel shall have all rights with respect in whole or in part, by Licensee to any Third Party will be deemed and all Sublicensees as it had hereunder with respect considered to Licensee prior be a sublicense subject to termination the requirements of this Agreement with respect to LicenseeSection, (d) Licensee shall include even if not so designated or described in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidrelevant legal agreements, instruments or documents.

Sublicenses. (a) Subject to the terms set out herein, Licensee shall have the right to grant sublicenses under the grants licenses granted in Section 2.1 2.2 to its Affiliates and/or Third Parties pursuant to a separate written agreement, subject to only with the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent of Oramed; provided, however, that Licensee may not grant a sublicense prior to the completion by Licensee of a Phase I Clinical Trial. Oramed may not grant sublicenses under the licenses granted in respect Section 2.3 to its Affiliates and/or Third Parties without the prior written consent of the Licensee. Notwithstanding the foregoing, Licensee may sublicense under the license granted in Section 2.2 to Hefei Tianmai Biotechnology Development Co., Ltd. without the prior written consent of Oramed. (b) The sublicensing Party shall remain responsible for the performance of the obligations hereunder by each such of its respective Sublicensees. The sublicensing Party shall, within 30 days after granting any sublicense, notify the other Party in writing of the grant of such consent not to be unreasonably withheld but in no case will exceed 30 days, sublicense and any provide the other Party with a true and complete copy of the sublicensing agreement. Each sublicense agreement must shall be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement. Each Party shall, in each agreement under which it grants a sublicense under the licenses set forth in Section 2.2 or 2.3, as applicable (ceach, a “Sublicense Agreement”), include the following terms and conditions: the Sublicensee is required to provide the following to the sublicensing Party if such Sublicense Agreement terminates: (i) NovaDel shall have the assignment and transfer of ownership and possession of all rights with respect to any Regulatory Filings and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement Regulatory Approvals held or possessed by such Sublicensee, and (ii) the assignment of, or a freely sublicenseable exclusive license to, all intellectual property Controlled or developed by such Sublicensee with a Valid Claim covering the Pre-Commercialization or Commercialization of the Products in the Field in the applicable Territory that was created by or on behalf of such Sublicensee during the exercise of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. The failure of Licensee In no event may the sublicensing Party’s Sublicensee be entitled to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidgrant further sublicenses.

Sublicenses. Licensee a) POLYMER shall have the right to grant sublicenses of its rights under this Agreement to its controlled subsidiaries (only for so long as such subsidiaries remain controlled by POLYMER) and to other companies in which POLYMER has an equity interest approved by SCJ in writing as an amendment to this Agreement (such approval being granted only for so long as the grants shareholdings of such other companies remain the same as of the date of the approval). The following non-controlled companies (with their shareholdings as of the date hereof) are deemed approved by SCJ as of the date hereof: Xxxxxxx Polymer Corporation. b) POLYMER shall authorize each sublicensee to sell only in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to its licensed territory and shall prohibit sublicensees from soliciting sales outside its licensed territory. c) POLYMER hereby guarantees the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect proper performance of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of each such sublicense by its sublicensees. d) POLYMER shall give SCJ prompt written notice of the execution of any sublicense agreement and, at the same time, give SCJ a copy of the complete, signed agreement. POLYMER shall record such sublicenses at its own expense in those countries where doing so is necessary or desirable to protect the sublicensed trademark rights; provided, that in the event POLYMER does not do so, SCJ retains the right to record the sublicenses at POLYMER’S expense. e) POLYMER shall provide SCJ with a list of its current sublicensees (and the shareholdings of such sublicensees) on a regular basis and, in any event, at least once per calendar year during the term of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5f) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with With respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach sublicensee of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee Polymer under this Agreement, within six (c6) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination months of this Agreement with respect to Licenseethe CLOSING (or for a sublicensee being created after the CLOSING, six (6) months after the creation of such sublicensee), (di) Licensee Polymer shall include in enter into any sublicense agreements relating to CHEMICAL MARKS in the form attached hereto as Schedule 9(f) or (ii) submit to SCJ for approval a provision form of sublicense that as closely as possible conforms to the attached Schedule 9(f) while being consistent with local law. g) To the extent permitted by local law, each such sublicense shall be retroactively effective as of the date hereof. Any proposed modifications to the Schedule 9(f) form of sublicense agreement must be approved in which said Sublicensee acknowledges its obligations advance by SCJ in writing. If SCJ does not review and approve or reject any amended sublicense agreement within a mutually agreed time period, then Polymer may enter into such sublicense after first submitting copies of such sublicense to NovaDel hereunder and the rights SCJ, provided that Polymer shall not execute any such amended sublicense if within fifteen (15) days of NovaDel submission to terminate this Agreement with respect SCJ it receives from SCJ a written good faith objection to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidamended sublicense.

Sublicenses. Each sublicense granted hereunder shall be consistent with and comply with all terms of this Agreement, and shall incorporate terms and conditions sufficient to enable Licensee to comply with this Agreement. Licensee shall provide to BIDMC a fully signed copy of all sublicense agreements and amendments thereto, including all exhibits, attachments and related documents, within [***] of executing the same, excluding sublicenses granted to third parties that are clinical research organizations, contract manufacturers, contract laboratory organizations, and other similar third parties that support the development and commercialization of Products and/or Processes on a fee-for-service basis as Sublicensees hereunder (“Third Party Contractors”). Licensee will be permitted to redact from such fully signed copies proprietary and other sensitive information to the extent that such redaction does not impact BIDMC’s ability to confirm Licensee’s compliance with this Agreement. Notwithstanding the foregoing, Licensee will disclose to BIDMC the identity of the Sublicensee (excluding, for avoidance of doubt, Third Party Contractors). Any sublicense which is not in accordance with the forgoing provisions shall be null and void. Any Sublicensee and Distributor agreement under this Agreement shall provide for termination of any sublicense granted hereunder upon termination of this Agreement for any reason. Upon termination of this Agreement for any reason, any Sublicensee and Distributor not then in default under its agreement shall have the right to grant sublicenses seek a license from BIDMC. BIDMC agrees to negotiate such licenses in good faith under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the reasonable terms and conditions consistent with this Agreement. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Upon Licensee’s request during the term of this Agreement, including Articles 3.10BIDMC agrees to provide, 5on a timely basis, 6, 10, 11, 13 and 16, and provide that a letter to an existing or potential Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received specifically named by Licensee from such Sublicensees. 2.4.3 Termination stating that, in the event of termination of this Agreement Agreement, BIDMC will grant a license to Sublicensee under terms and conditions to be no less favorable as a whole than those granted to Sublicensee by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a SublicenseeLicensee, provided that (a) such Sublicensee is not in breach default of its sublicense agreement with Licensee at the time such license is to be granted by BIDMC and provided that BIDMC shall not assume any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure obligation of Licensee to include Sublicensee under such agreement, except for the license granted. Licensee’s right to request and Sublicensee’s right to acquire such letter are specifically conditioned on BIDMC’s review of the final, executed sublicense agreement between Sublicensee and Licensee and on BIDMC’s conclusion, at its reasonable discretion, that such sublicense agreement is reasonable and in a sublicense the provisions referenced in clause (d) shall render best interests of the affected sublicense voidcommercialization of the Patent Rights.

Sublicenses. 2.2.1 Licensee shall have the right to grant sublicenses under the grants rights granted in Section 2.1 (a) to its Affiliates and (b) to Third Parties Parties, in each of (a) and (b) solely to the extent of, and consistent with, Licensee’s right to grant sublicenses of any Patent rights under the applicable Collaboration Agreement. Each such sublicense granted pursuant to this Section 2.2 shall be pursuant to a separate binding written agreement, subject to the following requirements agreement and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to shall be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this AgreementAgreement (including imposing obligations on Sublicensee consistent with those of Licensee under Sections 2.3, including Articles 3.103.7 and Section 6) and the applicable Collaboration Agreement (each such Affiliate or Third Party to which such sublicense is granted, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, a “Sublicensee”). Licensee shall provide NovaDel with remain responsible for the performance of its Sublicensees such that any act or omission by or on behalf of a full and complete copy Sublicensee that would be a breach of each sublicense agreement granted hereunder and this Agreement if undertaken by Licensee, shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination be deemed a breach of this Agreement by NovaDel pursuant Licensee. In the event of a material default by any Sublicensee under a sublicense, Licensee will promptly notify Pieris and take such action as necessary to Section 8.3 remedy such default. 2.2.2 With respect to any (sub)license agreement(s) entered into with a Sublicensee by Licensee in effect as of the date at which termination or expiration of this Agreement becomes effective and the Sublicensee’s rights under such Sublicense, to the extent that the Sublicensee is in good standing with respect to Licensee the Sublicense and was not itself the cause of the termination of this Agreement, Pieris shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 negotiate in good faith a direct license with respect to a Sublicensee, the Sublicensee under the following terms and conditions (provided that (a) such Sublicensee is not in breach of any provision does not, within[***] following the termination or expiration of this Agreement Agreement, provide written notice to Pieris of Sublicensee’s election to terminate the Sublicense): (1) the Parties shall negotiate such direct license in good faith in order to execute a direct license within [***] of the termination or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations expiration of Licensee under this Agreement, (c2) NovaDel such direct license shall have all rights with respect the same scope, payment and financial terms and non-financial terms as this Agreement, and (3) such direct license to the Sublicensee by Pieris shall not place any and all Sublicensees as it had hereunder with respect additional obligations (including but not limited to Licensee prior to termination of representations, warranties, or liabilities) on Pieris beyond its obligations under this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and without the rights prior written consent of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidPieris.

Sublicenses. Licensee shall have (a) The License includes the right for Xxxxx to xxxxx to third parties a sublicense of the rights granted under the License (each, a “Sublicensee” and such sublicense, a “Sublicense”) in accordance with this Section 2.3, Xxxxx may not grant to such Sublicensee the right to grant sublicenses under any further Sublicenses, without the grants prior written consent of Rosetta, such consent of Rosetta not to be unreasonably withheld, and the prior written consent of Yeda in Section 2.1 accordance with the Yeda Agreement. In the event Xxxxx desires to Third Parties obtain such consents to grant a sublicense with the right to grant further sublicenses,[***]. Xxxxx shall at all times be responsible to Rosetta for its Sublicensee’s compliance with the terms of this Agreement and the Yeda Agreement that are applicable to Rosetta’s sublicensees and sub-sublicensees. (b) Xxxxx agrees that each Sublicense shall be pursuant to a separate written agreementsublicense agreement (a “Sublicense Agreement”) which shall comply with the following: (i) [***] terms hereof applicable to a Sublicensee, and [***], including [***]. (ii) provide that: the Sublicense is personal to the Sublicensee and may not be sold, assigned, delegated or otherwise transferred or encumbered, in whole or in part, without the prior written consent of each of Rosetta and Yeda (such consent by Yeda to be sought and provided in accordance with Section 5.7.5 of the Yeda Agreement), and the Sublicensee may [***] of its receipt from the Sublicensee. For the avoidance of doubt, for purposes of this, Sublicense Agreement, a merger or consolidation of the Sublicensee with a third party where the Sublicensee is the surviving entity, or the acquisition of all or substantially all of the stock of control of the Sublicensee, shall not be deemed an assignment and the prior consent of Rosetta or Yeda is not required for such transaction . (iii) provide that the Sublicensee shall have no right to grant further sublicenses; (iv) provide that all Yeda-dependent provisions under the Sublicense will terminate in the event that the Yeda Agreement is terminated; (v) provide that the Sublicense will automatically terminate on the earlier of (x) the Expiration Date or (y) the date on which this Agreement expires or terminates for any reason, provided that in the event that this Agreement is terminated prior to the Expiration Date, and provided that a Sublicensee is at that time not in breach of its Sublicense Agreement, Rosetta agrees to enter into good faith negotiations with Sublicensee with respect to the provision of a direct license between Rosetta and such Sublicensee on substantially the same financial terms as those set forth herein and in the Sublicense Agreement, subject to the following requirements mutual agreement of Rosetta and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent the Sublicensee. [***] Certain information in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, this document has been omitted and any sublicense agreement must be fully consistent filed separately with the terms Securities and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 Exchange Commission. Confidential treatment has been requested with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee is not in breach of any provision of this Agreement or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, omitted portions. (c) NovaDel Xxxxx shall have all rights with respect promptly provide Rosetta (i) [***], (ii) the[***], and (iii) [***] after its execution. All amendments to any such Sublicense shall comply with this Section 2.3(c), and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, [***]. (d) Licensee Xxxxx shall include promptly notify Rosetta in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to event that any Sublicensee for breaches is in material breach of this Agreement by such its Sublicense Agreement, and will promptly provide Rosetta with a copy of any notice of breach, termination, or the like sent to or received from a Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) Rosetta shall render the affected sublicense void[***].

Sublicenses. 3.1 Licensee shall have the right to and its Affiliates may grant sublicenses under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement, through multiple tiers (and may amend such sublicenses) provided that each such sublicense is consistent with and subject to the following requirements and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 days, and any sublicense agreement must be fully consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, . Licensee shall provide NovaDel MSK with a full and complete copy of each such sublicense agreement granted hereunder (or amendment) and shall deliver copies of all reports any associated agreements between it (including relating to royalties or its Affiliate) and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a the Sublicensee, or between an existing Sublicensee and its subsequent Sublicensee, provided that (a) such Sublicensee is agreement or amendment may be redacted to remove confidential information that does not in breach relate to Licensed Product or Licensed Rights. Licensee shall also promptly provide MSK with full executed copies of any provision such agreements. All such documents shall be deemed Confidential Information of this Agreement or the applicable sublicense agreement, (b) such Sublicensee Licensee. 3.2 Licensee shall perform remain responsible for performance of all its obligations of Licensee under this Agreement, (c) NovaDel notwithstanding the grant of any sublicense. It is agreed that such obligations may be satisfied by the performance by one or more Sublicensees. Any sublicense shall have all rights by its terms require that the Sublicensee comply with the provisions of this Agreement that by their terms are required to be performed by a Sublicensee, including the restrictions, limitations, and obligations of Articles 11, 13, and 14 and Sections 6.1 and 7.6, and shall provide that MSK is a third-party [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. beneficiary with respect to any such Articles and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Sections. Any breach by a Sublicensee shall be considered a breach by Licensee, (d) Licensee provided that MSK shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and not have the rights of NovaDel right to terminate this Agreement pursuant to Section 17.4 for an uncured breach by Sublicensee if (i) such breach was not made at the direction of, or with the approval of, Licensee, (ii) [ * ], and (iii) Licensee promptly terminates the sublicense after the end of the applicable cure period. 3.3 Licensee shall promptly provide MSK with a copy of any notice of breach, termination, or the like sent to or received from a Sublicensee, with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a the applicable sublicense the provisions referenced in clause (d) shall render the affected sublicense voidagreement hereunder.

Sublicenses. Licensee shall have the right to grant sublicenses of its rights under the grants in Section 2.1 to Third Parties pursuant to a separate written agreement2.1, subject to the following requirements set forth below. Licensee shall incorporate terms and conditions: 2.4.1 conditions into its sublicense agreements sufficient to enable Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent not to be unreasonably withheld but in no case will exceed 30 dayscomply with this Agreement, and any Licensee shall ensure that all sublicense agreement must be fully agreements are consistent with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, . Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver to Gladstone redacted copies of all reports proposed sublicense agreements for Gladstone’s written consent (including relating such consent not to royalties be unreasonably withheld), with sufficient information to provide evidence of compliance with the terms of this agreement. Each sublicense and other payments) received any information provided by Licensee from such Sublicensees. 2.4.3 Termination to Gladstone under this Article 2 shall be deemed to be Confidential Information of Licensee. Upon termination of this * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee for any reason, all sublicenses shall not terminate automatically terminate, provided however, that in the case of any sublicense granted termination other than termination by Licensee pursuant to this Section 2.4 6.2, any Sublicensee in good standing with respect regard to a Sublicensee, provided that (a) such Sublicensee is not in breach its obligations under its sublicense as of any provision the effective date of termination of this Agreement or may agree to assume the applicable sublicense agreementobligations of Licensee hereunder, (b) but limited to the rights granted by Licensee to such Sublicensee in terms of territory, scope and other limitations, within forty-five (45) days of such effective date of termination, and at the request of such Sublicensee, such sublicense shall perform all survive termination of this Agreement and be assigned to Gladstone and Gladstone shall accept such assignment. In such case, the obligations of Gladstone to Sublicensee shall not exceed the obligations of Gladstone to Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense void.

Sublicenses. (a) Subject to the terms of this Section 2.3(a), Licensee shall have may sublicense on a non-exclusive basis; except for fields of use that are more limited than the right field of use set forth in Section 2.1(a) and Section 2.2(a), the Licensed Intellectual Property solely to grant sublicenses its Affiliates or a third-party (each a “Permitted Sublicensee”); provided that in each case (i) the Permitted Sublicensee is bound by terms and conditions consistent with Licensee’s obligations set forth in this Agreement, (ii) no sublicense by Licensee will relieve Licensee of any of its obligations under this Agreement, whether or not such sublicense is permitted under the grants in Section 2.1 to Third Parties pursuant terms of this Agreement, and (iii) each sublicense granted to a separate third party must: (a) include a written agreement, subject agreement by the applicable sublicensee to assume and otherwise comply with all of the obligations of Licensee hereunder with regard to the following requirements Licensed Intellectual Property and conditions: 2.4.1 Licensee must obtain NovaDel's prior written consent (b) other than sublicenses granted to third parties in respect the ordinary course of each business, be approved in writing by Licensor (such sublicense, such consent approval not to be unreasonably withheld but withheld, delayed, or conditioned). (b) With respect to each sublicense granted pursuant to Section 2.3(a), so long as the Permitted Sublicensee is not in no case will exceed 30 daysdefault (beyond any period given to cure such default) under its sublicense, and any the terms of such sublicense agreement must be fully consistent comply with the terms and conditions requirements of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16the Permitted Sublicensee’s respective rights to use the Licensed Intellectual Property shall survive any Termination Event, and provide that Sublicensee will indemnify NovaDel Licensee’s rights and its Affiliates obligations under the relevant sublicense shall be assigned to Licensor upon such Termination Event, such assignment to be effective as of the extent provided in Article 10. 2.4.2 Within five (5) days after execution or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy date of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received by Licensee from such Sublicensees. 2.4.3 Termination termination of this Agreement by NovaDel pursuant (the “Sublicense Assignment Effective Date”). To the extent that a sublicense is assigned to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee Licensor pursuant to this Section 2.4 2.3(b), Licensor shall assume Licensee’s obligations under such sublicense from and after the Sublicense Assignment Effective Date. Except, if applicable, with respect to a Sublicenseesublicensee defaults occurring after the Sublicense Assignment Effective Date, provided that (a) such Sublicensee is not in breach Licensee shall require each sublicensee to comply with the terms of any provision the applicable sublicense and the terms of this Agreement or the applicable sublicense agreementto sublicensees, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in be liable to Licensor for any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement non-compliance by any sublicensee with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidterms.

Sublicenses. 3.1 The Regents also grants to Licensee the right to issue sublicenses to Regents’ Patent Rights to third parties to make, have made, use, sell, offer to sell and import Licensed Product and to practice Licensed Method, as long as Licensee has current exclusive rights thereto under this Agreement. To the extent applicable, sublicenses must include all of the rights of and obligations due to The Regents (and, if applicable, the U.S. Government) contained in this Agreement. 3.2 Licensee shall promptly provide The Regents with a copy of each sublicense issued, collect and guarantee payment of all payments due The Regents from sublicensees and summarize and deliver all reports due The Regents from sublicensees. 3.3 Upon termination of this Agreement for any reason (but not upon expiration of this Agreement pursuant to Paragraph 12.1), The Regents, at its sole reasonable discretion, shall determine whether Licensee shall terminate or assign to The Regents any and all sublicenses, provided that The Regents will not assume any obligations of the sublicense that extend beyond the duties and obligations of The Regents that are contained in this Agreement. At any time during the term of this Agreement, upon Licensee’s or any sublicensee’s request, The Regents agrees to meet and confer with Licensee and such sublicensee (or potential sublicensee) to discuss what assurances The Regents might give to the sublicensee that the sublicense to any subject group of cases (e.g. Alanosine Cases) sublicensed will not be terminated upon the termination of this Agreement. To the extent The Regents is willing to give such assurances, The Regents agrees that it shall enter into a written agreement with Licensee and such sublicensee setting forth The Regents’ assurances and The Regents’ agreement not to require termination of the sublicense. 3.4 The Regents shall receive: 3.4.1 ten (10%) percent of Sublicense Fees; and 3.4.2 an earned royalty as provided for in Paragraph 7.1 on Net Sales by sublicensees; provided however that in the event that a sublicense agreement contains a royalty provision that would pay Licensee a royalty that is less than twice the earned royalty owed The Regents as provided for in Paragraph 7.1, then Licensee may retain *** of such royalty and the Regents will be paid *** of such royalty. Notwithstanding the foregoing, in no event shall the earned royalty due to The Regents on Net Sales by sublicensees be less than *** of the earned royalty amount that would otherwise have been due to The Regents as provided for in Paragraph 7.1. 3.5 If The Regents (as represented by the actual knowledge of the licensing professional responsible for administration of this case) or a third party discovers and notifies that licensing professional that inventions related to Regents’ Patent Rights for which Licensee was granted an exclusive license are useful for an application covered by the Human Healthcare Field of Use but for which Licensed Products have not been developed or are not currently under development by Licensee, The Regents, as represented by the Office of Technology Transfer, may give written notice to the Licensee. 3.6 Licensee shall have *** to give The Regents written notice stating whether Licensee elects to develop Licensed Products for such application. 3.7 If Licensee elects to develop and commercialize the proposed Licensed Products for the new application, Licensee shall submit a Progress Report every six months to The Regents outlining the Licensee’s development and commercialization efforts for such new application. 3.8 If Licensee elects not to develop and commercialize the proposed Licensed Products for use in the new application, The Regents may seek (a) third party(ies) to develop and commercialize the proposed Licensed Products for the new application. If The Regents is successful in finding such third party, it shall refer such third party to Licensee. If the third party requests a sublicense under this Agreement, then the Licensee shall report 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 to The Regents. 3.9 If the Licensee refuses to grant a sublicense to such third party, then within thirty (30) days after such refusal the Licensee shall submit to The Regents a report specifying the license terms proposed by the third party and a written justification for the Licensee’s refusal to grant the proposed sublicense. If The Regents, at its sole reasonable discretion, determines that the terms of the sublicense proposed by the third party are reasonable under the circumstances, then The Regents shall have the right to grant sublicenses under to the grants in Section 2.1 third party a license to Third Parties make, have made, use, sell, offer for sale and import products for *** Material has been omitted pursuant to a separate written agreementrequest for confidential treatment. use in the Human Healthcare Field of Use on terms no less favorable to The Regents as the terms last proposed to Licensee by the third party providing royalty rates are at least equal to those paid by Licensee, subject to the following requirements and conditionslimitation: 2.4.1 Licensee must obtain NovaDel's prior written consent in respect of each such sublicense, such consent 3.9.1 that The Regents may not license rights necessary to be unreasonably withheld but in no case will exceed 30 days, and develop any sublicense agreement must be fully consistent product with the terms and conditions of this Agreement, including Articles 3.10, 5, 6, 10, 11, 13 and 16, and provide that Sublicensee will indemnify NovaDel and its Affiliates to the extent provided in Article 10same active pharmaceutical ingredient and/or for an indication competitive with a Licensed Product which has been commercialized or is under active commercial development by Licensee. 2.4.2 Within five (5) days after execution 3.10 For avoidance of doubt, the Regents will not have the right, under Paragraph 3.9, to grant a license to any product or receipt thereof, as applicable, Licensee shall provide NovaDel with a full and complete copy of each sublicense agreement granted hereunder and shall deliver copies of all reports (including relating to royalties and other payments) received material developed independently by Licensee from such Sublicensees. 2.4.3 Termination of this Agreement by NovaDel pursuant to Section 8.3 with respect to Licensee shall not terminate any sublicense granted by Licensee pursuant to this Section 2.4 with respect to a Sublicensee, provided that (a) such Sublicensee which is not in breach of any provision of this Agreement covered by Regents’ Patent Rights or the applicable sublicense agreement, (b) such Sublicensee shall perform all obligations of Licensee under this Agreement, (c) NovaDel shall have all rights with respect to any and all Sublicensees as it had hereunder with respect to Licensee prior to termination of this Agreement with respect to Licensee, (d) Licensee shall include in any sublicense a provision in which said Sublicensee acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to terminate this Agreement with respect to any Sublicensee for breaches of this Agreement by such Sublicensee. The failure of Licensee to include in a sublicense the provisions referenced in clause (d) shall render the affected sublicense voidRegents’ Technology Rights.